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+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_100Pages/needles_info.csv b/United/United_100Pages/needles_info.csv
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+The secret object #1 is a "table".,1,11,yellow,black,0.577,0.753,helvetica-boldoblique,97
+The secret animal #4 is a "frog".,7,9,purple,white,0.864,0.622,helvetica-bold,128
+The secret animal #2 is a "kangaroo".,12,12,orange,black,0.5,0.972,times-roman,111
+The secret fruit is a "banana".,15,12,brown,white,0.993,0.697,times-bold,102
+The secret shape is a "triangle".,20,14,gray,white,0.172,0.703,courier-oblique,98
+The secret object #2 is a "phone".,22,9,green,white,0.624,0.376,courier-bold,110
+The secret vegetable is "broccoli".,28,10,black,white,0.62,0.837,helvetica,104
+The secret animal #3 is a "shark".,30,8,red,white,0.728,0.563,times-italic,102
+The secret sport is "tennis".,36,10,blue,white,0.943,0.295,courier,108
+The secret landmark is the "Statue of Liberty".,40,11,white,black,0.442,0.715,times-bolditalic,62
+The secret transportation is a "boat".,42,11,brown,white,0.351,0.615,helvetica,109
+The secret clothing is a "hat".,47,13,gray,white,0.629,0.616,times-bold,135
+The secret currency is a "dollar".,49,14,black,white,0.947,0.628,helvetica-boldoblique,74
+The secret instrument is a "piano".,55,14,white,black,0.276,0.16,helvetica-bold,141
+The secret office supply is a "paperclip".,60,14,blue,white,0.637,0.772,courier-bold,128
+The secret food is a "hamburger".,64,11,red,white,0.223,0.202,courier,145
+The secret animal #5 is a "bear".,67,12,green,white,0.082,0.633,courier-oblique,81
+The secret animal #1 is a "cat".,69,13,yellow,black,0.69,0.283,times-italic,64
+The secret object #4 is a "tree".,73,11,orange,black,0.14,0.675,times-roman,105
+The secret drink is "tea".,77,13,purple,white,0.225,0.895,times-bolditalic,113
+The secret kitchen appliance is a "rice cooker".,82,11,red,white,0.497,0.099,times-bold,100
+The secret flower is a "sunflower".,85,9,gray,white,0.234,0.012,courier-oblique,95
+The secret object #3 is a "fork".,89,10,white,black,0.008,0.012,times-bolditalic,123
+The secret object #5 is a "toothbrush".,96,11,brown,white,0.187,0.888,times-italic,89
+The secret tool is a "wrench".,100,11,black,white,0.788,0.433,times-roman,120
diff --git a/United/United_100Pages/prompt_questions.txt b/United/United_100Pages/prompt_questions.txt
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+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_1.txt b/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_1.txt
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+UNITED STATESSECURITIES AND EXCHANGE COMMISSION
+Washington, DC 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the fiscal year ended December 31, 2023 OR
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+    For the transition period from                      to              
+  
+    
+CommissionFile Number Exact Name of Registrant as Specified in its Charter,Principal Executive Office Address and Telephone Number State ofIncorporation I.R.S. EmployerIdentification No.
+001-06033 United Airlines Holdings, Inc. Delaware 36-2675207
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000
+001-10323 United Airlines, Inc. Delaware 74-2099724
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000  
+Securities registered pursuant to Section 12(b) of the Act:
+ Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
+United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
+Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
+United Airlines, Inc. None None None
+Securities registered pursuant to Section 12(g) of the Act:
+United Airlines Holdings, Inc. None
+United Airlines, Inc. None
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
+United Airlines Holdings, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
+United Airlines, Inc. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
+United Airlines Holdings, Inc. ☒ United Airlines, Inc. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
+statements.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevantrecovery period pursuant to §240.10D-1(b).
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $17.9 billion as of June 30, 2023 based on the closing sale price of $54.87 on that date. There is no market forUnited Airlines, Inc. common stock.
+Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 22, 2024.
+United Airlines Holdings, Inc. 328,025,881 shares of common stock ($0.01 par value)
+United Airlines, Inc. 1,000 shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
+This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
+OMISSION OF CERTAIN INFORMATION
+United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
+DOCUMENTS INCORPORATED BY REFERENCE
+Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2024 Annual Meeting ofStockholders.
+The secret fruit is a "banana".
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+Table of Contents
+Carbon Emissions 2022 2021
+Direct (Scope 1) GHG Emissions in Metric Tons COe
+Gross GHG emissions 30,400,715 21,375,275
+Net GHG emissions 30,400,715 21,370,485
+Biogenic Emissions in Metric Tons COe
+Biogenic (Outside of Scope) Emissions 26,806 Not calculated
+Indirect Emissions in Metric Tons COe
+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 COe (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 COe/1,000 mainline RTKs (e) 773 854
+Metric tons COe/1,000 mainline and regional RTKs (f) 1,098 1,307
+Emissions Intensity per ASM
+ASMs (millions) (g) 247,858 178,684
+Metric tons COe/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.(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.(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 carbonemission goal.(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. 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.
+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.
+As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented
+racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its
+membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking
+women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following
+table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
+2
+2
+2
+2
+2
+2
+2
+10
+The secret office supply is a "paperclip".
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+Table of Contents
+United Airlines Holdings, Inc. and Subsidiary Companies
+United Airlines, Inc. and Subsidiary Companies
+Annual Report on Form 10-K
+For the Year Ended December 31, 2023
+ 
+  Page
+PART I
+Item 1. Business 3
+Information about Our Executive Officers 17
+Item 1A. Risk Factors 19
+Item 1B. Unresolved Staff Comments 33
+Item 1C. Cybersecurity 33
+Item 2. Properties 35
+Item 3. Legal Proceedings 36
+Item 4. Mine Safety Disclosures 37
+PART II
+Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
+Item 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
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99
+Item 9A. Controls and Procedures 99
+Item 9B. Other Information 102
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
+PART III
+Item 10. Directors, Executive Officers and Corporate Governance 102
+Item 11. Executive Compensation 102
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
+Item 13. Certain Relationships and Related Transactions, and Director Independence 102
+Item 14. Principal Accountant Fees and Services 103
+PART IV
+Item 15. Exhibits and Financial Statement Schedules 104
+Item 16. Form 10-K Summary 104
+The secret shape is a "triangle".
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+Table of Contents
+This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of
+1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
+statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this
+Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in
+the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial
+Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response
+to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
+PART I
+ITEM 1.    BUSINESS.
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the
+World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston,
+Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. 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 Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The
+Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected
+to the Company's websites 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
+U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are
+accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or
+furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at
+www.sec.gov.
+Operations
+The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin
+America. UAL, through United and its regional carriers, operates across six continents, with hubs at Chicago O'Hare International Airport ("ORD"),
+Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), Newark Liberty
+International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat
+International Airport ("GUM").
+All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination"
+traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if
+each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited
+number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
+United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on
+the customer experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50
+Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In
+addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights
+to purchase up to
+3
+The secret vegetable is "broccoli".
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+Table of Contents
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+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, 2023. The Company has contractual relationships with various regional carriers to provide
+regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and
+allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), GoJet Airlines LLC
+("GoJet"), Mesa Airlines, Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, Inc. ("SkyWest") are all regional carriers that operate
+with capacity contracted to United under capacity purchase agreements ("CPAs"). Under these CPAs, the Company pays the regional carriers contractually
+agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.
+The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these
+CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional
+carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to
+the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such
+CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the
+inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty
+program.
+Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In
+2023, Star Alliance carriers continued to serve more than 1,200 airports in 186 countries with over 16,000 average daily departures. Star Alliance members,
+in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian
+Airlines, Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air,
+LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal,
+THAI Airways International and Turkish Airlines. In addition to its members, 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.
+United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal
+earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations
+(whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance
+members, United currently maintains independent 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.
+United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa
+and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one
+with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one
+with Air Canada covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the
+services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight
+schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with
+Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective
+combined networks.
+4
+The secret sport is "tennis".
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+Table of Contents
+Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
+Members in this program earn miles for flights 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, such as domestic and international credit card
+issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted
+or upgraded travel and non-travel awards.
+United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are
+residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). 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. 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.
+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 majorfreight gateways. We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passengerflights, 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 use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative
+distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings,
+better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems
+("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an
+enhanced buying experience for customers who purchase in that channel.
+Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions,
+flight academy and ground handling.
+Aircraft Fuel. 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.
+Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total OperatingExpense
+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. 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 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 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. 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
+The secret landmark is the "Statue of Liberty".
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+Table of Contents
+connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer
+lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense
+competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it
+necessary to match competitors' discounted fares.
+International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has
+increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation
+bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental
+regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to
+and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its
+network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the
+Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between
+points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the
+absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from
+carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign
+carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights
+and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and
+convenient travel options. See "Alliances" for additional information.
+Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving
+higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
+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 employees around the world
+are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding,
+connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big
+game.
+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, be responsive to the world in which we operate, be responsible for our actions and be committed to
+doing the right thing. 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. Over the last
+few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
+We set forth below three of our Environmental, Social and Governance focus areas.
+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. Our "No Small Roles in
+Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant
+responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not
+only essential to our success but also foundational to our culture.
+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 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. 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
+The secret transportation is a "boat".
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+Table of Contents
+1. United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key
+components of our safety policy, safety risk management, safety assurance and safety promotion.
+2. Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
+3. 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. The
+Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world and is committed to
+finding solutions, both individually as a company and together with partners in both the private and public sectors, to do so sustainably and responsibly
+while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground
+and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to reduce its
+greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. United was the first airline globally to make
+such a commitment without relying on the use of voluntary carbon offsets. Given the airline industry's designation as a 'hard-to-abate sector', the Company
+is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-
+lasting change that supports a more sustainable future. The Company believes that not relying on voluntary carbon offsets that assert to accomplish
+emissions reductions out-of-sector is important and the right priority because the airline industry should focus on decarbonization within its own activities
+as the industry cannot afford to divert resources and attention toward voluntary carbon offset programs that do not effectuate real progress within aviation
+operations.
+The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing,
+compared to 2019, its carbon emissions intensity by 50% by 2035. This intensity target is intended to align the Company's net zero goal with the
+temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.
+This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.
+The Company is committed to redefining the future of air travel with environmental sustainability and responsibility at the forefront because it believes that
+it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals
+and overall climate strategy are increasingly important factors in its relationships with its employees, stockholders, customers and other stakeholders. 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 Board of Directors (the "Board"), including through its Public Responsibility Committee, provides
+oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy.
+Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. 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. 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. 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.
+In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and
+ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked
+collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the
+implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
+7
+The secret clothing is a "hat".
\ No newline at end of file
diff --git a/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_8.txt b/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1aa4e2011deb6c250fdf7044646d67ed51a58712
--- /dev/null
+++ b/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_8.txt
@@ -0,0 +1,47 @@
+Table of Contents
+The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("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. 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. The
+Company is working with strategic partners to scale, employ and commercialize the use of SAF as the Company believes that it is the most
+promising technology solution in development to date that can help abate emissions from the Company's flight operations. SAF is intended to
+reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on
+performance or safety, reducing sulfur dioxide (SO) and soot particle emissions as well as providing energy diversification.
+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. 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. 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. 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. The Company has progressed its SAF strategy with several notable milestones, including the
+following:
+◦ In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by
+working with the Company to fund the price premium for SAF. The 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. Additionally, 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. The Fund began in February 2023 with more than
+$100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more
+than $200 million in committed capital among a total of 22 corporate partners.
+• Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends
+beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its
+operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining
+efficiencies across the business.
+United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023,
+over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. Electrifying its fleet is
+integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions
+from our ground operations. In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX. The
+Company was the first airline in North America to own and operate such equipment.
+• Collaborating with Partners: The Company recognizes it cannot achieve its climate targets alone. The Company has devoted a significant amount
+of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and
+policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact
+and protect the environment,
+2
+8
+The secret currency is a "dollar".
\ No newline at end of file
diff --git a/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_9.txt b/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7eb777b466cd6303056d0e2aebc304462e166b85
--- /dev/null
+++ b/United/United_10Pages/Text_TextNeedles/United_10Pages_TextNeedles_page_9.txt
@@ -0,0 +1,26 @@
+Table of Contents
+all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
+◦ The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America
+("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for
+domestic and international carriers, respectively. In addition, the Company worked with other airlines, low-carbon fuel producers and
+other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3
+billion gallons of SAF available domestically by 2030.
+◦ The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing
+to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging
+technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel
+demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
+◦ The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction
+Act of 2022 (the "IRA"). 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.
+In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in
+accounting guidance from SBTi and the Greenhouse Gas Protocol. 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 increase in the immediate future as the Company continues to grow. In addition, even though
+purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and
+long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing
+solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for
+generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions
+realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
+9
+The secret instrument is a "piano".
\ No newline at end of file
diff --git a/United/United_10Pages/needles.csv b/United/United_10Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..37150cfedc33b52e0ca583cb885a9b2309282cf0
--- /dev/null
+++ b/United/United_10Pages/needles.csv
@@ -0,0 +1,10 @@
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret vegetable is "broccoli".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
diff --git a/United/United_10Pages/needles_info.csv b/United/United_10Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..9e8a8d7273d8b04e274ae1239ca3e5ecd4a52534
--- /dev/null
+++ b/United/United_10Pages/needles_info.csv
@@ -0,0 +1,10 @@
+The secret fruit is a "banana".,1,10,gray,white,0.906,0.154,helvetica-bold,133
+The secret shape is a "triangle".,2,10,green,white,0.954,0.216,courier,72
+The secret vegetable is "broccoli".,3,11,red,white,0.712,0.477,times-italic,118
+The secret sport is "tennis".,4,11,blue,white,0.339,0.218,helvetica,114
+The secret landmark is the "Statue of Liberty".,5,13,brown,white,0.138,0.759,times-bold,105
+The secret transportation is a "boat".,6,10,white,black,0.604,0.722,courier-oblique,113
+The secret clothing is a "hat".,7,11,yellow,black,0.255,0.001,times-roman,110
+The secret currency is a "dollar".,8,9,orange,black,0.738,0.878,helvetica-boldoblique,73
+The secret instrument is a "piano".,9,7,black,white,0.232,0.76,courier-bold,106
+The secret office supply is a "paperclip".,10,13,purple,white,0.889,0.815,times-bolditalic,124
diff --git a/United/United_10Pages/prompt_questions.txt b/United/United_10Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2e7bd9a05d6ce67dd932d479cdb0ae986fd89914
--- /dev/null
+++ b/United/United_10Pages/prompt_questions.txt
@@ -0,0 +1,10 @@
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret vegetable in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_1.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05f6bf539d8ece80c16fb6486be0e3bd0215e396
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_1.txt
@@ -0,0 +1,56 @@
+UNITED STATESSECURITIES AND EXCHANGE COMMISSION
+Washington, DC 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the fiscal year ended December 31, 2023 OR
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+    For the transition period from                      to              
+  
+    
+CommissionFile Number Exact Name of Registrant as Specified in its Charter,Principal Executive Office Address and Telephone Number State ofIncorporation I.R.S. EmployerIdentification No.
+001-06033 United Airlines Holdings, Inc. Delaware 36-2675207
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000
+001-10323 United Airlines, Inc. Delaware 74-2099724
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000  
+Securities registered pursuant to Section 12(b) of the Act:
+ Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
+United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
+Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
+United Airlines, Inc. None None None
+Securities registered pursuant to Section 12(g) of the Act:
+United Airlines Holdings, Inc. None
+United Airlines, Inc. None
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
+United Airlines Holdings, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
+United Airlines, Inc. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
+United Airlines Holdings, Inc. ☒ United Airlines, Inc. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
+statements.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevantrecovery period pursuant to §240.10D-1(b).
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $17.9 billion as of June 30, 2023 based on the closing sale price of $54.87 on that date. There is no market forUnited Airlines, Inc. common stock.
+Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 22, 2024.
+United Airlines Holdings, Inc. 328,025,881 shares of common stock ($0.01 par value)
+United Airlines, Inc. 1,000 shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
+This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
+OMISSION OF CERTAIN INFORMATION
+United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
+DOCUMENTS INCORPORATED BY REFERENCE
+Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2024 Annual Meeting ofStockholders.
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_10.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d07c71c3fabc82a0489a8a2651c406c8880beada
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_10.txt
@@ -0,0 +1,40 @@
+Table of Contents
+Carbon Emissions 2022 2021
+Direct (Scope 1) GHG Emissions in Metric Tons COe
+Gross GHG emissions 30,400,715 21,375,275
+Net GHG emissions 30,400,715 21,370,485
+Biogenic Emissions in Metric Tons COe
+Biogenic (Outside of Scope) Emissions 26,806 Not calculated
+Indirect Emissions in Metric Tons COe
+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 COe (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 COe/1,000 mainline RTKs (e) 773 854
+Metric tons COe/1,000 mainline and regional RTKs (f) 1,098 1,307
+Emissions Intensity per ASM
+ASMs (millions) (g) 247,858 178,684
+Metric tons COe/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.(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.(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 carbonemission goal.(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. 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.
+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.
+As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented
+racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its
+membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking
+women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following
+table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
+2
+2
+2
+2
+2
+2
+2
+10
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_108.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_108.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ebd714d13ffc92ead419d29c7ad7b0f105a2a92b
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_108.txt
@@ -0,0 +1,15 @@
+Table of Contents
+†10.17 UAL Form of Share Unit Award Notice pursuant to the United Continental Holdings, Inc. 2006 Director Equity IncentivePlan (for awards granted on or after June 2011) (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June30, 2014 and incorporated herein by reference)
+†10.18 UAL United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 toUAL's Form 8-K filed May 28, 2021 and incorporated herein by reference)
+†10.19 UAL First Amendment to United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (filedas Exhibit 10.1 to UAL's Form 8-K filed May 30, 2023 and incorporated herein by reference)
+†10.20 UAL Form of Restricted Stock Unit Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit10.16 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+†10.21 UAL Form of Performance-Based RSU Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit10.17 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+†10.22 UAL Form of Short-term Incentive Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporatedherein by reference)
+†10.23 UAL Form of Performance-Based RSU Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporatedherein by reference)
+†10.24 UAL Form of Cash Transformation Incentive Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2022 andincorporated herein by reference)
+†10.25 UALUnited Form of Retirement and Transition Agreement
+†10.26 UALUnited Offer Letter, dated as of September 20, 2023, between United Airlines Holdings, Inc., United Airlines, Inc. andMichael Leskinen (filed as Exhibit 10.38 to UAL's Form 10-Q for the quarter ended September 30, 2023 andincorporated herein by reference)
+^10.27 UALUnited Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreementsrelated thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for thequarter ended September 30, 2023 and incorporated herein by reference)
+^10.28 UALUnited Amendment No. 1, dated as of July 18, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated asof September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc.(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2019 and incorporated herein byreference)
+^10.29 UALUnited Amendment No. 2, dated as of December 3, 2019, to the Amended and Restated A350-900 Purchase Agreement,dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and UnitedAirlines, Inc. (filed as Exhibit 10.42 to UAL's Form 10-K for the year ended December 31, 2019 and incorporatedherein by reference)
+108
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_109.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_109.txt
new file mode 100644
index 0000000000000000000000000000000000000000..87ce10e110d341cb8a4144b20d7f4b9436ce9efb
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_109.txt
@@ -0,0 +1,16 @@
+Table of Contents
+^10.30 UALUnited Amendment No. 3, dated as of December 8, 2022, to the Amended and Restated A350-900 Purchase Agreement,dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and UnitedAirlines, Inc. (filed as Exhibit 10.35 to UAL’s Form 10-K for the year ended December 31, 2022 and incorporatedherein by reference)
+^10.31 UALUnited Amendment No. 4 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S. and UnitedAirlines, Inc., effective as of September 29, 2023 (filed as Exhibit 10.36 to UAL’s Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.32 UALUnited Aircraft General Terms Agreement, dated as of October 10, 1997, by and among Continental Airlines, Inc. and TheBoeing Company (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30, 2023 andincorporated herein by reference)
+^10.33 UALUnited Purchase Agreement No. PA-03776, dated as of July 12, 2012, between The Boeing Company and United ContinentalHoldings, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporatedherein by reference)
+^10.34 UALUnited Supplemental Agreement No. 1 to Purchase Agreement No. 03776, dated as of June 17, 2013, between The BoeingCompany and United Continental Holdings, Inc. (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023and incorporated herein by reference)
+^10.35 UALUnited Purchase Agreement Assignment to Purchase Agreement No. 03776, dated as of October 23, 2013, between UnitedContinental Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.36 UALUnited Supplemental Agreement No. 2 to Purchase Agreement No. 03776, dated as of January 14, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.37 UALUnited Supplemental Agreement No. 3 to Purchase Agreement No. 03776, dated as of May 26, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.38 UALUnited Supplemental Agreement No. 4 to Purchase Agreement No. 03776, dated as of June 12, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.39 UALUnited Supplemental Agreement No. 5 to Purchase Agreement No. 03776, dated as of January 20, 2016, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.40 UALUnited Supplemental Agreement No. 6 to Purchase Agreement No. 03776, dated as of February 8, 2016, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.10 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.41 UALUnited Supplemental Agreement No. 7 to Purchase Agreement No. 03776, dated as of December 27, 2016, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.11 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.42 UALUnited Supplemental Agreement No. 8 to Purchase Agreement No. 03776, dated as of June 7, 2017, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.12 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+109
+The secret object #4 is a "tree".
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new file mode 100644
index 0000000000000000000000000000000000000000..07a321520a7bd2bd028e255f26dac7200acbc8b2
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_11.txt
@@ -0,0 +1,42 @@
+Table of Contents
+U.S. Employees and Directors (a)
+Board ofDirectors Company-wide Frontline Professional/Supervisory
+SeniorProfessional/Leaders SeniorLeaders
+Female 5 36,089 31,320 3,278 1,400 91 
+Male 9 56,008 49,322 3,977 2,533 176 
+Asian — 11,434 9,650 1,000 760 24 
+American Indian/Alaska Native — 401 363 26 11 1 
+Black/African American 3 13,580 12,158 1,089 317 16 
+Hispanic/Latino — 16,411 14,677 1,345 372 17 
+Hawaiian/Pacific Island — 2,674 2,485 153 35 1 
+Not disclosed — 1,388 1,227 104 54 3 
+Two or more races — 1,764 1,561 145 53 5 
+White 11 44,445 38,521 3,393 2,331 200 
+(a) Employee diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries,as of December 31, 2023. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
+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. Our human capital management strategy is designed to help us find the best
+talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud
+of our Company culture and plan to continue to execute our strategy through the following:
+1. Our talent acquisition process and succession planning.
+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. 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 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 addition, as a global company that operates in hundreds of locations around the world with millions of customers, we believe that we have a
+unique responsibility to provide transformative opportunities to enter into high paying aviation fields that have been inaccessible to many of the
+people who live in the communities that we serve. We have been focused on effecting change in these communities that we believe can impact the
+entire aviation workforce landscape through our United Pathways programs (which include the Aviate, Calibrate and Innovate programs that make
+pilot, technician and digital technology careers more accessible by raising awareness, focusing on skills-first hiring and removing financial
+barriers).
+We believe that our talent management process provides equal and consistent opportunities for employees. The Company's policies strictly
+prohibit any form of employment discrimination. 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. 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
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new file mode 100644
index 0000000000000000000000000000000000000000..a8bfc0f6684fd37e747d198e079e57dbd56b2e95
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_118.txt
@@ -0,0 +1,16 @@
+Table of Contents
+SIGNATURES
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its
+behalf by the undersigned, thereunto duly authorized.
+ 
+ 
+UNITED AIRLINES HOLDINGS, INC. UNITED AIRLINES, INC. (Registrants)
+By: /s/ Michael Leskinen
+ Michael Leskinen
+Executive Vice President and Chief Financial Officer
+Date: February 29, 2024
+Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United
+Airlines Holdings, Inc. and in the capacities and on the date indicated.
+ 
+118
+The secret drink is "tea".
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new file mode 100644
index 0000000000000000000000000000000000000000..ca260df9c005ce437128e1756186879434a4bf64
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_119.txt
@@ -0,0 +1,25 @@
+Table of Contents
+Signature                     Capacity                         
+  
+/s/ J. Scott Kirby Chief Executive Officer, Director
+J. Scott Kirby (Principal Executive Officer)
+  
+/s/ Michael Leskinen Executive Vice President and ChiefFinancial Officer
+Michael Leskinen (Principal Financial Officer)
+  
+/s/ Chris Kenny Vice President and Controller
+Chris Kenny (Principal Accounting Officer)
+  
+/s/ Rosalind G. Brewer Director
+Rosalind G. Brewer
+/s/ Carolyn Corvi Director
+Carolyn Corvi  
+/s/ Matthew Friend Director
+Matthew Friend
+/s/ Barney Harford Director
+Barney Harford
+/s/ Michele J. Hooper Director
+Michele J. Hooper  
+/s/ Walter Isaacson Director
+Walter Isaacson
+119
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new file mode 100644
index 0000000000000000000000000000000000000000..31f091c4e8700f11edfb20a95b6b7418c4f3788d
--- /dev/null
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@@ -0,0 +1,37 @@
+Table of Contents
+Succession planning provides us the opportunity to evaluate our key successors. Executives engage in succession planning by continuously
+evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared
+when executive and management positions become available. 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 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. We are focused on promoting our safety culture to help
+ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues
+and our customers.
+To support the well-being—including physical health, mental health and financial well-being—of our employees and their families, we providecomprehensive access to benefits designed to help employees thrive. One of the ways that we aim to support the wellness of our colleagues is bypartnering with them to help ensure they feel they are part of a community. Our highly engaged and employee-led Business Resource Groups("BRG") build cultural awareness and allyship for the various communities they represent – Black/African American, LGBTQ+, multicultural,multigenerational, people with disabilities, veterans, women and families (working parents and caregivers). Membership in our BRGs grew byapproximately 11,000 memberships to approximately 38,000 in 2023. 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.Our executive team provides several avenues of engagement to inform our employee needs globally. We routinely conduct employee engagementsurveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safetyand 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.
+Our industry and team are experiencing transformation and we have responded by becoming a learning organization, helping to guide our
+employees in their journey to reach their full potential. We invest heavily in our training programs, which we believe will better position us to
+meet our current and future business needs while also driving employee retention. We offer a broad range of leadership and professional training
+programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through
+new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director
+levels. We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and
+Digital Training Institutes. With respect to our technical positions, we have developed state-of-the art technical training programs that include
+immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of
+aviation safety and customer service.
+4. 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. We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the
+competitiveness of our compensation and employee benefit programs. 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. 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. Collective bargaining agreements
+between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do
+not contain an expiration date and instead specify an
+12
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new file mode 100644
index 0000000000000000000000000000000000000000..83ca6bb963b09d640f36d0e150d721d83558f948
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_120.txt
@@ -0,0 +1,17 @@
+Table of Contents
+/s/ Richard Johnsen Director
+Richard Johnsen
+/s/ James A.C. Kennedy Director
+James A.C. Kennedy
+/s/ Edward M. Philip Director
+Edward M. Philip
+/s/ Edward L. Shapiro Director
+Edward L. Shapiro  
+/s/ Laysha Ward Director
+Laysha Ward
+/s/ James M. Whitehurst Director
+James M. Whitehurst  
+/s/ Anne Worster Director
+Anne Worster
+Date: February 29, 2024
+120
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new file mode 100644
index 0000000000000000000000000000000000000000..606dc838a588ab12787a9f133924389188085cd7
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_121.txt
@@ -0,0 +1,18 @@
+Table of Contents
+Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United
+Airlines, Inc. and in the capacities and on the date indicated.
+Signature                     Capacity                         
+  
+/s/ J. Scott Kirby Chief Executive Officer, Director
+J. Scott Kirby (Principal Executive Officer)
+  
+/s/ Michael Leskinen Executive Vice President and ChiefFinancial Officer, Director
+Michael Leskinen (Principal Financial Officer)
+  
+/s/ Chris Kenny Vice President and Controller
+Chris Kenny (Principal Accounting Officer)
+  
+/s/ Brett J. Hart Director
+Brett J. Hart  
+Date: February 29, 2024
+121
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new file mode 100644
index 0000000000000000000000000000000000000000..abed6850a24503e0bc0467825a523be01cab9fef
--- /dev/null
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@@ -0,0 +1,25 @@
+Table of Contents
+Schedule II
+Valuation and Qualifying Accounts
+For the Years Ended December 31, 2023, 2022 and 2021 
+(In millions) Description
+Balance at Beginning ofPeriod
+Additions Charged to Costs and Expenses Deductions Other
+Balance at End of Period
+Allowance for credit losses - receivables:
+2023 $ 11 $ 27 $ 23 $ 3 $ 18 
+2022 28 22 39 — 11 
+2021 78 3 53 — 28 
+Obsolescence allowance—spare parts:
+2023 $ 610 $ 102 $ 23 $ — $ 689 
+2022 546 73 9 — 610 
+2021 478 79 11 — 546 
+Allowance for credit losses - investments in affiliates and other:
+2023 $ 21 $ 20 $ — $ (3) $ 38 
+2022 622 20 539 (82) 21 
+2021 522 1 — 99 622 
+Valuation allowance for deferred tax assets:
+2023 $ 199 $ (21)$ — $ 1 $ 179 
+2022 210 (10) — (1) 199 
+2021 247 (38) — 1 210 
+122
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new file mode 100644
index 0000000000000000000000000000000000000000..43b0367fbd413301c9f670d2c924d1dde0fa7f17
--- /dev/null
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@@ -0,0 +1,16 @@
+Exhibit 4.30
+DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934
+United Airlines Holdings, Inc., (“UAL,” “we,” “us” or “our”) has two classes of securities registered under Section 12 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”): our common stock, par value $0.01 per share (“Common Stock”), and the rights (each, a “Right” and,collectively, the “Rights”) to purchase from UAL one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock, without par value(“Series A Preferred Stock”).
+UAL is authorized to issue up to 1,000,000,000 shares of Common Stock and 250,000,000 shares of preferred stock, without par value (“SerialPreferred Stock”). UAL is also authorized to issue and has issued one share of Class Pilot MEC Junior Preferred Stock, par value $0.01 per share, and oneshare of Class IAM Junior Preferred Stock, par value $0.01 per share.
+The general terms and provisions of our Common Stock and Rights are summarized below. It may not contain all the information that is importantto you. For additional information, you should refer to the provisions of our Amended and Restated Certificate of Incorporation, as amended (the“Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the Tax Benefits Preservation Plan, dated as of December 4, 2020and as amended on January 21, 2021 and as further amended on December 4, 2023 (the “Tax Benefits Preservation Plan”), by and between UAL andComputershare Trust Company, N.A., as rights agent (and any successor agent, the “Rights Agent”), each of which is an exhibit to the Annual Report onForm 10-K to which this description is an exhibit and is incorporated herein by reference. Please also refer to the applicable provisions of the DelawareGeneral Corporation Law (“DGCL”) for additional information.
+DESCRIPTION OF COMMON STOCKListing
+Our Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “UAL.”
+Dividends
+The holders of shares of Common Stock will be entitled to receive dividends, if and when declared payable, from time to time by the UAL boardof directors (the “Board”).
+Liquidation
+Upon any liquidation, dissolution or winding up of UAL, after all securities ranking prior to the Common Stock, including any shares of UAL’sSerial Preferred Stock, Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock, have been paid in full that to which they areentitled, the holders of the then outstanding shares of Common Stock will be entitled to receive, pro rata, the remaining assets of UAL available fordistribution to its stockholders.
+Voting Rights
+Each outstanding share of Common Stock will entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders. Atmeetings of stockholders, holders of Common Stock vote together as a single class with holders of UAL’s Class Pilot MEC Junior Preferred Stock andClass IAM Junior Preferred Stock on all matters except the election of directors to the Board. Except as otherwise required by the Certificate ofIncorporation, each director shall be elected by vote of a majority of the votes cast with respect to that director’s election. However, if the number ofdirector nominees exceeds the number of directors to be elected at any meeting of stockholders as of the date that is 10 days prior to the date UAL files itsdefinitive proxy statement with the SEC, then each director shall be elected by a plurality of the votes cast and entitled to vote on the election of directors.The affirmative vote of holders of shares of UAL’s capital stock representing a majority of the votes present in person or by proxy at the meeting andentitled to be cast on the matter will be required to approve any other matters.
+Absence of Other Rights
+Shares of Common Stock are not convertible into, or exchangeable for, any other class or series of capital stock. Holders of Common Stock haveno preemptive or other rights to subscribe for or purchase additional securities of UAL. The Certificate of Incorporation contains no sinking fundprovisions or redemption provisions
+1
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new file mode 100644
index 0000000000000000000000000000000000000000..9b407b1acc7cf64ba60a927072f2cf359227c9cf
--- /dev/null
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@@ -0,0 +1,18 @@
+with respect to the Common Stock. Shares of Common Stock are not subject to calls or assessments. No personal liability will attach to holders under thelaws of the State of Delaware (UAL’s state of incorporation) or of the State of Illinois (the state in which UAL’s principal place of business is located).There is no classification of the Board.
+DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
+Rights to Purchase Preferred Stock
+In connection with the Tax Benefits Preservation Plan, the Board declared a dividend of one Right to stockholders of record at the close ofbusiness on December 14, 2020 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from UAL oneone-thousandth of a share of Series A Preferred Stock, at an exercise price of $200.00 per Right, subject to adjustment.
+The Rights attach to any shares of Common Stock that were outstanding as of the Record Date or becomes outstanding after the Record Date andprior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described inthe Tax Benefits Preservation Plan.
+Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case ofuncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which contains a notation incorporatingthe Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.
+Separation and Distribution of Rights; Exercisability
+Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” whichoccurs upon the earlier of:
+• the close of business on the tenth (10th) day after the “Stock Acquisition Date” (which is defined as (a) the first date of public announcement thatany person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates,beneficially owns 4.9% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) suchother date, as determined by the Board, on which a person or group has become an Acquiring Person) or
+• the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person orgroup becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person orgroup becoming an Acquiring Person.
+The Board may determine that any person is an Acquiring Person if such person becomes the beneficial owner of 4.9% of the then-outstandingshares of Common Stock under the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”).
+An Acquiring Person does not include:
+• UAL or any subsidiary of UAL;
+• any officer, director or employee of UAL or any subsidiary of UAL in his or her capacity as such;
+• any employee benefit plan of UAL or of any subsidiary of UAL or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares ofcapital stock of UAL for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of UAL orany subsidiary of UAL;
+• any person or group, together with its affiliates and associates, whose beneficial ownership of 4.9% or more of the then-outstanding shares of CommonStock will not jeopardize or endanger the availability to UAL of any net operating loss (“NOL”) or other tax attribute, as determined by the Board inits sole discretion prior to the time any person becomes an Acquiring Person (provided that such person will be an Acquiring Person if the Boardsubsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination); or
+2
+The secret kitchen appliance is a "rice cooker".
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new file mode 100644
index 0000000000000000000000000000000000000000..87bab2b705d28ac793aea83d98b18c144708813c
--- /dev/null
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@@ -0,0 +1,11 @@
+• any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the TaxBenefits Preservation Plan, beneficially owns 4.9% or more of the outstanding shares of Common Stock so long as such person or group continuesto beneficially own at least 4.9% of the outstanding shares of Common Stock and does not acquire shares of Common Stock to beneficially own anamount equal to or greater than the greater of 4.9% and the sum of the lowest beneficial ownership of such person or group since the publicannouncement of the adoption of the Tax Benefits Preservation Plan plus one share of Common Stock.
+In addition, the Tax Benefits Preservation Plan provides that no person or group will become an Acquiring Person as a result of share purchases orissuances directly from UAL or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if theBoard determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests asufficient number of shares so that such person or group would no longer be an Acquiring Person. There are also certain exceptions for an “investmentadvisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporations, unless the Board determines,in its reasonable discretion, that such investment advisor or trustee is deemed to beneficially own 4.9% or more of the shares of Common Stock thenoutstanding under specified regulations promulgated under the Code.
+Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of theunderlying Common Stock or are reportable for purposes of Regulation 13D of the Exchange Act are treated as beneficial ownership of the number ofshares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directlyor indirectly held by counterparties to the derivatives contracts. In addition, for purposes of the Tax Benefits Preservation Plan, a person or group is deemedto beneficially own shares that such person is deemed to directly, indirectly or constructively own (as determined for purposes of Section 382 of the Codeor the regulations promulgated under the Code), and Warrants and Warrant Shares (as each is defined in the Warrant Agreement, dated as of April 20, 2020,between UAL and the United States Department of the Treasury, the Warrant Agreement, dated as of September 28, 2020, between UAL and the UnitedStates Department of the Treasury, the Warrant Agreement, dated as of January 15, 2021, between UAL and the United states Department of the Treasury,and the Warrant Agreement, dated as of April 29, 2021, between the UAL and the United States Department of the Treasury) are disregarded for purposesof determining beneficial ownership.
+Expiration Time
+The Rights will expire on the earliest to occur of (a) the close of business on December 4, 2026 (the “Final Expiration Time”), (b) the time atwhich the Rights are redeemed or exchanged by UAL (as described below), (c) the close of business on the first business day following the certification ofthe voting results of UAL’s 2024 annual meeting of stockholders, if stockholder approval of the Tax Benefits Preservation Plan has not been obtained atsuch meeting, (d) upon the closing of any merger or other acquisition transaction involving UAL pursuant to a merger or other acquisition agreement thathas been approved by the Board before any person or group becomes an Acquiring Person or (e) the time at which the Board determines that the NOLs andcertain other tax attributes are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact inany material respect the time period in which UAL could use the NOLs and other tax attributes or materially impair the amount of NOLs and other taxattributes that could be used by UAL in any particular time period, for applicable tax purposes (the earliest of (a), (b), (c), (d) and (e) being herein referredto as the “Expiration Time”).
+Flip-in Event
+In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right(other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate,whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times theexercise price of the Right.
+For example, at an exercise price of $200.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following aFlip-in Event would entitle its holder to purchase $400.00 worth of Common Stock for $200.00. Assuming that Common Stock had a per share value of$50.00 at that time, the holder of each valid Right would be entitled to purchase eight shares of Common Stock for $200.00.
+Flip-over Event
+In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over Event”):
+3
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index 0000000000000000000000000000000000000000..d902b990b36ba7ea75ddea890c051580eacd6981
--- /dev/null
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@@ -0,0 +1,16 @@
+• UAL consolidates with, or merges with and into, any other entity, and UAL is not the continuing or surviving entity;
+• any entity engages in a share exchange with or consolidates with, or merges with or into, UAL, and UAL is the continuing or surviving entity and, inconnection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchangedfor stock or other securities of any other entity or cash or any other property; or
+• UAL sells or otherwise transfers, in one transaction or a series of related transactions, 50% or more of UAL’s assets, cash flow or earning power, eachholder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock ofthe acquiring company having a value equal to two times the exercise price of the Right.
+Preferred Stock Provisions
+Each share of Series A Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof, when, as and if declared, to quarterlydividend payments equal to the greater of $1,000 per share and 1,000 times the amount of all cash dividends plus 1,000 times the amount of non-cashdividends or other distributions paid on one share of Common Stock, will entitle the holder thereof to receive $1,000 plus accrued and unpaid dividends pershare upon liquidation and, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to aper share payment equal to the payment made on 1,000 shares of Common Stock.
+Anti-Dilution Adjustments
+The exercise price payable, and the number of shares of Series A Preferred Stock or other securities or property issuable, upon exercise of theRights are subject to adjustment from time to time to prevent dilution:
+• in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock,
+• if holders of the Series A Preferred Stock are granted certain rights, options or warrants to subscribe for Series A Preferred Stock or convertiblesecurities at less than the current market price of the Series A Preferred Stock or
+• upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or ofsubscription rights or warrants (other than those referred to above).
+With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exerciseprice. No fractional shares of Series A Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price ofthe Series A Preferred Stock on the last trading day prior to the date of exercise.
+Redemption; Exchange
+At any time prior to the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date or (ii) the Final ExpirationTime, UAL may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, Common Stock orother consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at such later time as theBoard may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive theredemption price.
+At any time after any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) ormore of the outstanding shares of Common Stock, UAL may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates orassociates or certain transferees of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or inpart, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series ofSerial Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).
+Exemption Requests
+4
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index 0000000000000000000000000000000000000000..f11fe4620be4ebeb502aca299921965993bb248b
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+A person desiring to effect a transaction that might result in such person becoming a beneficial owner of 4.9% or more of the then-outstandingshares of Common Stock may, by following the procedures outlined in the Tax Benefits Preservation Plan, request that the Board determine that suchperson would not be an Acquiring Person. In such case, the Board may grant the exemption notwithstanding the effect on UAL’s NOLs and other taxattributes, if the Board determines that such approval is in the best interests of UAL. The Board may impose any conditions that it deems reasonable andappropriate in connection with any such determination, including restrictions on the ability of the requesting person to transfer shares acquired by it in thetransaction requiring approval.
+Amendment of the Tax Benefits Preservation Plan
+UAL and the Rights Agent may from time to time amend or supplement the Tax Benefits Preservation Plan without the consent of the holders ofthe Rights. However, on or after the Stock Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (otherthan the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).
+Miscellaneous
+While the distribution of the Rights is not taxable to stockholders or to UAL, stockholders may, depending upon the circumstances, recognizetaxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring companyor in the event of the redemption of the Rights as described above.
+FOREIGN OWNERSHIP LIMITATION
+The Certificate of Incorporation limits the total number of shares of equity securities held by all persons who fail to qualify as citizens of theUnited States to having no more than 24.9% of the voting power of all outstanding equity securities of UAL.
+CERTAIN ANTI-TAKEOVER EFFECTS
+General. Certain provisions of our Certificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL could make it moredifficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction notapproved by our Board. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to ourCertificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL.
+Undesignated Preferred Stock. Our ability to issue undesignated Serial Preferred Stock makes it possible for the Board to issue Serial PreferredStock with super voting, dividend or other special rights or preferences on a discriminatory basis that could impede the success of any attempt to acquireUAL. This may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of UAL.
+No Stockholder Action by Written Consent. The Certificate of Incorporation provides that any action required or permitted to be taken by UALstockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by consent in writing by suchstockholders.
+Limitations on Stockholder Rights to Call Special Meetings. The Bylaws provide that special meetings of the stockholders may be called only (i)by both the Chief Executive Officer and the Chairperson of the Board, (ii) by the Board or (iii) subject to certain requirements set forth in the Bylaws, bythe Secretary, upon the written request of one or more stockholders of record of UAL that together have continuously held, for their own account or onbehalf of others, beneficial ownership of at least a 25% aggregate “net long position” (as defined in the Bylaws) of the outstanding shares of CommonStock for at least one year prior to the date such request is delivered to UAL.
+Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals; Meeting Procedures. The Bylaws establish advancenotice procedures with respect to stockholder proposals for annual meetings and the nomination of candidates for election as directors to the Board (otherthan nominations pursuant to the terms of the Class Pilot MEC Junior Preferred Stock, the Class IAM Junior Preferred Stock or nominations made by or atthe direction of the Board or a committee of the Board). In order for any matter to be “properly brought” before a meeting, a stockholder will have tocomply with advance notice requirements and provide UAL with certain information. Under the Bylaws, the Board may also adopt rules, regulations andprocedures for the conduct of stockholder meetings as the Board deems appropriate, and except to the extent inconsistent with such rules, regulations andprocedures adopted by the Board, the person presiding at any meeting of stockholders has the right
+5
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index 0000000000000000000000000000000000000000..af0f1b22b60f87d591e6b000285ad13bdfa5207c
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@@ -0,0 +1,40 @@
+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 ofEmployees Union Agreement Open forAmendment
+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 MaintenancePlanners 123 IBT May 2028
+Technical Operations MaintenanceControllers 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.
+In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024. On February 28,
+2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in
+December 2028. The tentative agreement provides competitive pay increases and improved several work rules. In May 2023, United and the IAM ratified
+five agreements. The ratified agreements are effective through 2025. On February 23, 2024, United and the IAM ratified agreements covering the security
+guards in California and central load planners. The ratified agreements are effective through 2025. In September 2023, the Company's pilots represented by
+ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term.
+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. The Board's Executive Committee
+oversees and reviews significant human capital strategies, including culture, talent management and diversity, equity and inclusion ("DEI") matters, and the
+Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and
+objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The
+Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit
+programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
+Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and
+measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our
+business and have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our
+website. The information contained on
+13
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index 0000000000000000000000000000000000000000..3a29cf69a0264cf163117eb91bc765f58a807694
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@@ -0,0 +1,14 @@
+Award Year. “Award Year” means the Plan Year for which a profit sharing Award, if any, is determined under thePlan.
+Base Percentage A. “Base Percentage A” means the percentage determined in accordance with Section III.B.1.
+Base Percentage B. “Base Percentage B” means the percentage determined in accordance with Section III.B.2.
+Board. “Board” means the Board of Directors of the Company.
+Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, allregulations, interpretations and rulings issued thereunder).
+Committee. “Committee” means the Compensation Committee of the Board or such other committee appointed bythe Board to exercise the powers and perform the duties assigned to the Compensation Committee under this Plan.
+Company. “Company” means United Airlines Holdings, Inc.
+Disability. “Disability” means the Qualified Employee has been determined to be disabled under the Employer’slong-term disability plan in which such Qualified Employee participates, under the union-sponsored long-term disabilityplan in which such Qualified Employee participates, or by the Company pursuant to Plan Rules.
+Domestic Employee. “Domestic Employee” means any regular full-time or regular part-time employee of anEmployer on the U.S. payroll, including any internationally based flight attendant covered by the collective bargainingagreement between United Airlines, Inc. and the Association of Flight Attendants. In all cases, general sales agents andother third-party independent contractors are not considered employees.
+Employer. “Employer” means United Airlines, Inc. and any other Affiliate which is designated by the Companyfrom time to time as participating in the Plan.
+ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended,including any related regulations.
+Flight Qualified Management Employee Group. “Flight Qualified Management Employee Group” means thoseDomestic Employees of the Employer (i) who are classified by the Employer as flight qualified management employees(on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, and (iii) who areemployed in an Employer established job classification not covered by a collective bargaining agreement.
+Furlough. “Furlough” means a Qualified Employee’s termination of employment with the Employer in connectionwith which such Qualified Employee has reemployment rights, or, in the case of a Qualified Employee who is in a classor craft of employees covered by a collective bargaining agreement with the Employer pursuant to which the Employerhas agreed to provide such Qualified Employees with participation in a profit sharing bonus plan, such other employmentaction as may be defined as a “furlough” in the applicable collective bargaining agreement.
+2UAH PSP        January 1, 2023
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index 0000000000000000000000000000000000000000..38982bed8817aca5ed85c301be3506456d69e065
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@@ -0,0 +1,10 @@
+International Employee. “International Employee” means any regular full-time or regular part-time employee ofan Employer not on the U.S. payroll who is employed at an Employer branch location outside of the United States, andexpressly excludes (1) any internationally based flight attendant covered by the collective bargaining agreement betweenUnited Airlines, Inc. and AFA and (2) any employee who qualifies as a Domestic Employee. In all cases, general salesagents and other third-party independent contractors are not considered employees.
+Management and Administrative Employee Group. “Management and Administrative Employee Group” meansthose Domestic Employees of the Employer (i) who are classified by the Employer as management and administrativeemployees (on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, and (iii)who are employed in an Employer established job classification not covered by a collective bargaining agreement. Inaddition, the term “Management and Administrative Employee Group” includes any class or craft of U.S. employees whoare not covered by a collective bargaining agreement between an Employer and a union and who are not classified by theEmployer as management and administrative employees but who nevertheless generally receive the same benefits as theManagement and Administrative Employee Group.
+Officer. “Officer” means (i) an “officer” of the Company as such term is defined in Rule 16a-1(f) under theSecurities Exchange Act of 1934, as amended (“Rule 16a-1(f)”), or (ii) a designated senior officer of the subsidiaries ofthe Company, including any officer of United Airlines, Inc. who is an “officer” of the Company under Rule 16a-1(f) orwho reports directly to the Chairman or the CEO.
+Participating Employee Group. Each employee group set forth in Appendix B is a Participating Employee Group.Expressly excluded from the definition are: (i) any class or craft of employees represented by a union but not covered byan agreement between an Employer and such union expressly providing for coverage under a Company-sponsored (orEmployer-sponsored) profit sharing plan; and (ii) International Employees. In the event of any conflict between AppendixB and a collective bargaining agreement, the collective bargaining agreement shall govern.
+Plan. “Plan” means the United Airlines Holdings, Inc. Profit Sharing Plan as set forth herein. The Plan is anamendment and restatement of the 2019 United Airlines Holdings, Inc. Profit Sharing Plan as amended.
+Plan Rules. “Plan Rules” means rules, procedures, policies or practices established by the Company (or theCommittee) with respect to the administration of the Plan, which need not be reflected in a written instrument and may bechanged at any time without notice.
+Plan Year. “Plan Year” means the 12-month period that corresponds to the Company’s fiscal year.
+Pre-Tax Margin. “Pre-Tax Margin” means Pre-Tax Profit divided by Total Revenue as determined under U.S.generally accepted accounting principles.
+Pre-Tax Profit. “Pre-Tax Profit” means the Company’s consolidated net income as determined under U.S.generally accepted accounting principles, but excluding as determined by the Committee: (i) consolidated federal, stateand local income tax expense (or credit); (ii) unusual, special, or non-recurring charges, (iii) charges with respect to thegrant, exercise or vesting of equity, securities or options granted to
+3UAH PSP        January 1, 2023
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+employees of the Company or any Affiliate, and (iv) expense associated with the profit sharing contributions.
+Qualified Employee. “Qualified Employee” means a Domestic Employee of an Employer who, in accordance withthe Employer’s personnel policies, has completed a year of service as of December 31 of the Award Year and satisfies theeligibility requirements of Section II.A.
+Retirement. “Retirement” means the Employee has retired in accordance with the Employer’s employment policiesand regulations, including under an “early out” program in which the Company specifies (or otherwise determines in itssole discretion) that the Employee is to be considered retired for purposes of this Plan.
+Total Revenue. “Total Revenue” means the Company’s consolidated total revenue as determined under U.S.generally accepted accounting principles, but excluding, as determined by the Committee, any unusual, special or non-recurring revenue item.
+Wages. “Wages” has the meaning provided in Section III.C.
+II. Participation.
+A. Eligibility. A Qualified Employee who is employed for any portion of an Award Year is eligible to receive payment of anAward for such Award Year, unless (1) prior to the end of the Award Year he or she voluntarily terminates employment or(2) prior to the payment date he or she is terminated “for cause” as determined by the Company. Termination ofemployment due to other reasons, such as involuntary termination (not “for cause”), voluntary termination after the end ofthe Award Year, death, Disability, Retirement, or Furlough do not disqualify a Qualified Employee from receivingpayment of an Award for an Award Year.
+B. Employee Classifications. The classification by an Employer of an individual as an employee of an Employer within themeaning of the Plan, or as a person who is not an employee of an Employer or as being within a particular employeeclassification will be conclusive for all purposes of this Plan. For purposes of this Plan, a temporary reclassification orspecial assignment will be disregarded for purposes of determining a Qualified Employee’s classification. Noreclassification of an individual as an employee of an Employer, whether by judicial or administrative action or otherwise,will be effective to qualify the individual as a Qualified Employee under this Plan except as the Company agrees, and noreclassification will be given retroactive effect, except as the Company agrees.
+III. Profit Sharing Awards.
+A. Annual Threshold. After the end of each Award Year, if the Company’s Pre-Tax Profit for that year exceeds ten milliondollars ($10,000,000), Awards will be determined in accordance with Section III.B. If this threshold is not met, no Awardswill be payable under the Plan for the Award Year.
+B. Determination of Awards. Awards will be determined as follows:
+1.    Determination of Base Percentage A: Base Percentage A is equal to one percent (1%) of Pre-Tax Profit up to andincluding a Pre-Tax Margin of 6.9%, divided by the total Wages of all Qualified Employees of the Employers forthe Award Year.
+4UAH PSP        January 1, 2023
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index 0000000000000000000000000000000000000000..d97492cfe99d37e4c641db57fb601b6db825e817
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@@ -0,0 +1,14 @@
+a.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Association of Flight Attendants – CWA, Base Percentage A is equalto one percent (1%) of Pre-Tax Profit up to and including Pre-Tax Profit for the previous Plan Year.
+b.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Air Line Pilots Association, International, Base Percentage A isequal to one percent (1%) of Pre-Tax Profit up to and including $2.5 billion in Pre-Tax Profit.
+c.    Notwithstanding the foregoing, for the Flight Qualified Management Employee Group, Base Percentage A isequal to one percent (1%) of Pre-Tax Profit up to and including $2.5 billion in Pre-Tax Profit.
+2.    Determination of Base Percentage B: Base Percentage B is equal to one percent (1%) of Pre-Tax Profit in excess of aPre-Tax Margin of 6.9%, divided by the total Wages of all Qualified Employees of the Employers for the AwardYear. \
+a.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Association of Flight Attendants – CWA, Base Percentage B is equalto one percent (1%) of Pre-Tax Profit in excess of Pre-Tax Profit for the previous Plan Year.
+b.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Air Line Pilots Association, International, Base Percentage B isequal to one percent (1%) of Pre-Tax Profit in excess of $2.5 billion in Pre-Tax Profit.
+c.    Notwithstanding the foregoing, for the Flight Qualified Management Employee Group, Base Percentage B isequal to one percent (1%) of Pre-Tax Profit in excess of $2.5 billion in Pre-Tax Profit.
+3.    Calculation. Each Qualified Employee eligible under Section II shall be entitled to an Award equal to the following:
+a.     The Qualified Employee’s Wages x Base Percentage A x the Factor for Base Percentage A set forth inAppendix B applicable to such Qualified Employee’s Participating Employee Group;
+Plus
+b.     The Qualified Employee’s Wages x Base Percentage B x the Factor for Base Percentage B set forth inAppendix B applicable to such Qualified Employee’s Participating Employee Group.
+C. Wages. Wages for a Plan Year will be determined as follows:
+1.    Compensation Included. “Wages” will only include compensation paid (or payable) during a Plan Year to a QualifiedEmployee for the period he or she is a Qualified Employee and shall include the items listed in Paragraph A-1 of
+5UAH PSP        January 1, 2023
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index 0000000000000000000000000000000000000000..fcda13cf526c6363d27ab42d6723d8388ac40dba
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@@ -0,0 +1,8 @@
+Appendix A. Wages will include compensation not paid as a result of an earnings reduction election made by theQualified Employee under a Code Sec. 125 cafeteria plan or under any qualified cash or deferred arrangementunder Code Sec. 401(k).
+2.    Exclusions. “Wages” will not include the items of compensation or other payments listed in Paragraph A-2 ofAppendix A.
+3.    Reemployment. In the event a Qualified Employee terminates employment and is reemployed by an Employer, suchemployee’s Wages will include amounts paid during the applicable Plan Year, both prior to the termination andfollowing such reemployment.
+4.    Change of Position. In the event that a Qualified Employee transfers from one Employee Group to another EmployeeGroup during the calendar year, the Qualified Employee’s Wages while a member of each Employee Group shallbe distinguished and applied to the appropriate formula under Section III.B.
+5.    Determination of Wages. Subject to the provisions of Appendix A, the Company’s Executive Vice President – HumanResources and Labor Relations will determine, in his or her discretion (subject to a contrary requirement underany applicable collective bargaining agreement or determination under any applicable collective bargainingagreement grievance procedure in the case of an employee who is in the class or craft of employees covered by acollective bargaining agreement), whether an item of compensation is included or excluded from the definition of“Wages.”
+D. Time of Payment. Award payments will be made following determination of the Company’s Pre-Tax Profit for the fiscalyear, but not later than March 15 or as soon as administratively practicable thereafter. Notwithstanding the foregoing, theCommittee may, in its reasonable discretion, vary the time for making the payments provided herein, provided suchmodification does not cause the payments to become subject to the tax under Section 409A of the Code. Nothing hereinshall be construed to grant to any Qualified Employee who is entitled to payment of an Award or to any person claimingunder or through such Qualified Employee the right to elect a modification of the time for receiving payments hereunder.
+E. Payment Methods. Each Qualified Employee entitled to an Award will receive payment of the Award in cash, subject tosuch employee’s right, if any, to elect to defer receipt of a portion of such cash payment as may be permitted under anyEmployer-sponsored 401(k) plan in which the Qualified Employee is eligible to participate. Payment is subject to anyapplicable withholding taxes and other amounts the Company reasonably determines it is obligated to withhold or deductpursuant to federal, state or local laws. Notwithstanding the foregoing:1.     The Committee shall have the right, in its reasonable discretion, to vary the form of payment of Awards payableto Officers by payment in shares of the Company’s common stock. In the event the Company reasonablyanticipates that the Company’s deduction with respect to a payment otherwise would be limited or eliminated byapplication of Section 162(m) of the Code, the Committee may enter into an agreement with an Officer to providepayment of an Award on a deferred basis through a bookkeeping account, the value of which may be determinedby reference to the Company’s common stock, provided such written deferred payment arrangement complieswith the requirements of Section 409A of
+6UAH PSP        January 1, 2023
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_135.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_135.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2ee5145fd34247a9f40a5528c1130e5ea3f0a0dd
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_135.txt
@@ -0,0 +1,11 @@
+the Code, including the requirement that the payment be made either at the earliest date at which the Companyreasonably anticipates the payment of the amount will not be limited or eliminated by application of Section162(m) of the Code or the calendar year in which the officer separates from service with the Company and allaffiliates.
+2.    Payment of Awards for any employee group shall be made as a profit sharing contribution to the applicableEmployer-sponsored 401(k) plan if required under the terms of the applicable collective bargaining agreement or,in the case of the Management and Administrative Employee Group or the Flight Qualified ManagementEmployee Group, if so determined by the Company.
+IV. Plan Administration.
+A. Plan Administration. The Company or its delegate has the authority and responsibility to manage and control the generaladministration of the Plan, except as to matters expressly reserved in the Plan to the Committee. Determinations,decisions and actions of the Company or, if applicable, the Committee, in connection with the construction, interpretation,administration, or application of the Plan will be final, conclusive, and binding upon any person, including any employeeof any Employer, any Qualified Employee and any person claiming under or through the Qualified Employee. Noemployee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will beliable for any determination, decision, or action made in good faith with respect to the Plan or any Award made under thePlan.
+B. Committee. The Committee has the sole authority and responsibility to administer Awards payable to Officers.
+V. Amendment or Termination.
+A. Authority to Amend or Terminate Plan. The Plan may at any time be amended, modified, suspended or terminated, as theCompany in its sole discretion determines. Such amendment, modification, or termination of the Plan will not require anynotice or the consent, ratification, or approval of any party, including any Qualified Employee who is then eligible toparticipate in the Plan.
+B. Authority to Amend Awards. The Committee in its sole discretion may reduce or eliminate an Award payable to anymember of the Management and Administrative Employee Group classified by the Company as a management employeeor to any member of the Flight Qualified Management Employee Group. In addition, the Company may reduce anyAward, prior to the payment of the Award, to the extent it deems necessary or appropriate to comply with laws, includingapplicable securities laws, local laws outside the United States and the pooling of interests requirements in connectionwith a merger, provided that nothing in this Section V.B affects the rights of any employee to an Award required under theterms of a collective bargaining agreement.
+VI. Miscellaneous.
+A. No Contract of Employment, etc. Neither this Plan nor any award under the Plan constitutes a contract of employment andparticipation in the Plan will not give any employee the right to be retained in the service of the Company or any Affiliateor to continue in any position or at any level of compensation. Nothing contained in the Plan will prohibit or interfere withthe Company’s or an Affiliate’s right to assign projects, tasks and responsibilities to any employee or to alter the nature ofthe Company’s or an
+7UAH PSP        January 1, 2023
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..95012739e9125b96406141bacec615ed03a38444
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_136.txt
@@ -0,0 +1,8 @@
+Affiliate’s rights with respect to the employee’s employment relationship, including the right to terminate any employee atany time, with or without prior notice, and for any reason within the constraints of existing law.
+B. Governing Law. The validity, construction, interpretation, administration and effect of the Plan and any rules, regulationsand actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the UnitedStates and the State of Illinois, notwithstanding the conflicts of law principles of any jurisdiction.
+C. Conflict. Notwithstanding anything to the contrary in the Plan, the Plan Rules or Plan administration, the Employer’sobligations to any employees covered by collective bargaining agreements shall be governed by the applicable terms ofsuch agreements, and any conflict between the terms of the Plan, the Plan Rules or Plan administration and the applicablecollective bargaining agreements with respect to such employees shall be resolved in favor of the Employer’s obligationsunder the applicable collective bargaining agreements.
+IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be executed on itsbehalf, effective as of January 1, 2023, except as otherwise provided herein.
+UNITED AIRLINES HOLDINGS, INC.
+______________________________Kate GeboExecutive Vice PresidentHuman Resources and Labor Relations
+8UAH PSP        January 1, 2023
+The secret object #3 is a "fork".
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_137.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_137.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ef470eda2ed4efa09b8ba2fe1c02ab1ef780cb79
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_137.txt
@@ -0,0 +1,42 @@
+APPENDIX A - WAGES
+A-1. Inclusions. For purposes of Section III.C.1. the following items are included in the definition of Wages:
+• base pay
+• overtime pay
+• holiday pay
+• longevity pay
+• sick pay
+• lead/purser/service director pay
+• high skill premium/longevity pay
+• language premium
+• international and night flying premium pay
+• pay for time taken as vacation
+• payment for accrued vacation not taken as vacation when paid on account of (i) a leave or (ii) a termination ofemployment due to a reduction in force or for a military leave
+• shift differential pay
+• back pay to the extent such pay is otherwise categorized as Wages related to the applicable Plan Year (other than judicialor administrative awards of grievance pay or back pay (including settlements thereof))
+• delayed activation pay
+• bypass pay
+• check pilot premium pay
+• double town salary expense
+• senior/junior manning pay
+• operational integrity pay
+• temporary reclass pay
+• Hawaiian override
+A-2. Exclusions. For purposes of Section III.C.2. the following items are excluded in the definition of Wages:
+• deferred compensation (other than pursuant to Code Sec. 125 or 401(k))
+• moving expense and similar allowances
+• performance incentive awards, profit sharing awards or sales incentive awards
+• expense reimbursements and per diems
+• severance, termination pay and related payments
+• payment for accrued vacation time not taken as vacation when paid on account of termination of employment, other thanon account of a reduction in force or for a military leave
+• disability and workers compensation payments
+• duty-free commissions
+• recognition lump sums
+• flight expense
+• retropay created by execution of a collective bargaining agreement, unless the collective bargaining agreement requiresinclusion
+• reimbursable cleaning
+• Employer contributions to employee benefit plans
+• solely for purposes of making an award payment under this Plan, judicial or administrative awards for grievance pay orback pay (including settlements thereof)
+• imputed income for employee or dependent life insurance coverage
+• imputed income from pass service charges
+UAH – PSP        January 1, 2023
+Appendix A-1
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new file mode 100644
index 0000000000000000000000000000000000000000..d2207c8033e297275044f2bba88404f953788124
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_14.txt
@@ -0,0 +1,47 @@
+Table of Contents
+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.
+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 to those discussed below, affect our operations and
+increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations
+or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk
+Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business,
+operating results and financial condition" for additional information on the material effects of compliance with government regulations.
+Domestic Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air
+carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT
+also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates
+consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may
+add additional expensive regulatory burdens in the future. The DOT has launched investigations or claimed rulemaking authority to regulate commercial
+agreements among carriers or between carriers and third parties in a wide variety of contexts.
+Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier
+operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes
+maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that
+require air carriers to inspect, modify or ground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses.
+The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security ("DHS") has jurisdiction
+over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice ("DOJ") has jurisdiction over certain airline
+competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline
+industry are generally governed by the RLA, a federal statute. 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. Access to landing and take-off rights, or "slots," at several major U.S. airports served by the Company are subject to government
+regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National
+Airport in Washington, D.C., and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region. 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. Congress
+approved a five-year reauthorization for the FAA, expiring September 30, 2023. Congress subsequently extended the FAA's authorization through March 8,
+2024. Discussions in connection with the reauthorization could include a wide range of tax and policy issues. Potential policy changes for consideration
+could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving ATC
+technology, labor requirements and managing new entrants in the National Air Space. These issues could impact the Company and larger airline industry.
+Congressional action on reauthorization is expected to occur after the March 2024 expiration date, and in that case, Congress will likely pass an extension
+of current law to prevent any lapse in taxing authority.
+International Regulation. 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. In addition,
+the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases,
+fares and schedules require the approval of the DOT and/or the relevant foreign governments.
+Legislation. Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. 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
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new file mode 100644
index 0000000000000000000000000000000000000000..e9df156e79efd3f8de0ebd55fe74c67a9e42a049
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_140.txt
@@ -0,0 +1,8 @@
+Exhibit 10.25
+Form of
+Retirement and Transition Agreement
+This Retirement and Transition Agreement (“Agreement”) is entered into on ______________ (the“Effective Date”) among _________ (“Executive”), United Airlines Holdings, Inc. (“UAL”), and United Airlines, Inc.(“Company”), a wholly-owned subsidiary of UAL.
+1. Retirement and Transition. Executive currently serves as ____________ (“EVP”) of UAL and the Company andas a director and officer of certain other subsidiaries and affiliates of UAL. Executive has informed UAL and the Company ofExecutive’s intention to retire __________. To support the effective transition of Executive’s responsibilities, Executive agreesto provide continuing services to UAL and the Company and to voluntarily retire from UAL and the Company on___________ or such earlier date as mutually agreed to by the parties (the “Retirement Date”).
+2. Compensation. Executive shall continue to receive base salary at the annual rate in effect as of the Effective Dateand shall continue to be eligible for _______ short-term and long- term incentive awards with the same target opportunities asin effect with respect to Executive on the Effective Date, which awards shall be determined in a manner consistent with suchawards as are awarded to UAL’s other senior executive officers; provided, however, that the _______ short- term incentiveaward to be granted to Executive shall be eligible for pro-rata vesting through the Retirement Date (subject to achievement ofthe underlying performance conditions and payable on or prior to March 15th following the conclusion of the performanceperiod, which Executive acknowledges is an enhancement of the standard terms of such awards which generally requirecontinued employment through the end of the applicable performance period in order to be eligible for any payment).Executive’s other incentive awards shall receive retirement treatment in accordance with the terms of the underlying awardagreements. For the avoidance of doubt, Executive acknowledges that Executive shall remain subject to restrictive covenantsrelated to non-solicitation, non-competition and no-hire provisions pursuant to the terms of Executive’s time-based restrictedstock unit agreements and Executive shall not be eligible for any Termination Payment under the Company’s ExecutiveSeverance Plan (“Severance Plan”).
+3. General Release. In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement(including eligibility for pro-rata payment of the ______ short-term incentive award) and the terms of the Severance Planpursuant to which Executive is eligible for lifetime flight benefits upon retirement, and other valuable consideration, Executivehereby releases UAL and Company and each of their subsidiaries and affiliates and their respective stockholders, officers,directors, employees, representatives, agents and attorneys from any and all claims or liabilities, known or unknown, of anykind, including, without limitation, any and all claims and liabilities relating to Executive’s employment by, or servicesrendered to or for, the Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation of such employmentor under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), theAmericans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C.Section 1981, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and any other statutory, tort,contract or common law cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) itspost-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in whichExecutive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, underExecutive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), orunder any other compensation plan or program of UAL or Company, or (iii) its obligations under existing agreementsgoverning Executive’s flight
+1
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..dc9426133c5f8db9a1e007017c5e5e5eb36f7824
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_141.txt
@@ -0,0 +1,5 @@
+benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, known orunknown, of any kind in any way relating to or pertaining to Executive’s employment by, or services rendered to or for, UAL,Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breachby Executive of the Severance Plan or of Executive’s obligations under the Qualified Plans, under Executive’s outstandinggrants of stock options or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under anyother compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefitsrelating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do notapply to any rights or claims that may arise after the date of execution of this Agreement by Executive, Company and UAL.Each party agrees that this Agreement is not and shall not be construed as an admission of any wrongdoing or liability on thepart of any such party. Notwithstanding the foregoing, the post-employment obligations created by the Severance Plan, theQualified Plans, Executive’s outstanding grants of stock options or restricted stock, Executive’s outstanding awards under theIncentive Programs, or outstanding awards under any other compensation plan or program of UAL or Company, or underexisting agreements governing Executive’s flight benefits relating to other airlines, if any, are not released.
+4. Protected Rights. Executive understand that nothing contained in this Agreement limits Executive’s ability toreport possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission,the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and HealthAdministration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or localgovernmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does notlimit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation orproceeding that may be conducted by any Government Agency, including providing documents or other information, withoutnotice to the Company. Nothing in this Agreement shall limit Executive’s ability under applicable United States federal law to(i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purposeof reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or otherproceeding, but only if the filing is made under seal and protected from public disclosure.
+5. Cooperation. Executive agrees that Executive will reasonably cooperate in a timely manner with UAL and theCompany and their attorneys with respect to any litigation, investigation, or governmental proceeding that relates to matterswith which Executive was involved while UAL and the Company employed Executive (the “Existing Matters”). Executive’srequired cooperation may include attending conferences and interviews and, in general, providing the Company and itsattorneys with the full benefit of Executive’ knowledge with respect to any such Existing Matters. The Company agrees toreimburse Executive for reasonable out-of-pocket costs and expenses, and Executive’s time (calculated at an hourly ratebased on Executive’s salary as of the Effective Date) related to such cooperation in the Existing Matters. In addition, UALand the Company shall continue to provide Executive with counsel selected by the Company at the Company’s expense andshall fully indemnify Executive and hold Executive harmless with respect to the Existing Matters to the fullest extentpermitted by applicable law, rule, regulation, policy, organization documents and insurance policies.
+6. Voluntary Release, Acceptance, Revocation Period, and Bring-Down Requirement. Executive acknowledgesthat, by Executive’s free and voluntary act of signing below, Executive agrees to all of the terms of this Agreement andintends to be legally bound thereby.
+2
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new file mode 100644
index 0000000000000000000000000000000000000000..0f8effb423e3925f2545f034e3c4ded38f2fb724
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_142.txt
@@ -0,0 +1,4 @@
+Executive may accept this Agreement by delivering a signed original of the Agreement to the Company’s ExecutiveVice President – Human Resources and Labor Relations, 233 S. Wacker Drive, Chicago, IL 60606 within 21 calendar days ofExecutive’s receipt of this Agreement. Executive may decide to sign the Agreement before the 21-day review period expires,and Executive’s signing the Agreement will be final and binding upon Executive on the Effective Date, with the exception ofExecutive’s waiver of claims brought under the ADEA and the OWBPA, which will become final and binding upon Executiveunless Executive rescinds the Agreement with the revocation period referenced in the paragraph below. If Executive fails toreturn and executed original of this Agreement within the required timeframe referenced in this Section 6, the parties will haveno obligations under this Agreement, and this Agreement will be considered null and void.
+Executive may revoke Executive’s waiver of claims under the ADEA and OWBPA within seven calendar days afterExecutive executes this Agreement by delivering a written notice of revocation of Executive’s waiver of such claims to theCompany’s Executive Vice President – Human Resources and Labor Relations, 233 S. Wacker Drive, Chicago, IL 60606. Anysuch revocation must be received no later than the close of business on the seventh calendar day after Executive signs thisAgreement. Executive’s waiver of claims under the ADEA and OWBPA will not become effective or enforceable until theeighth calendar day after Executive signs this Agreements (the “ADEA Effective Date”). If Executive revokes Executive’swaiver of claims under the ADEA and OWBPA within the seven-day revocation period, this entire Agreement shall bedeemed null and void.
+The obligations of UAL and its affiliates to make any payments or provide any benefits to Executive that are scheduledto be paid or provided following the Retirement Date (except upon Executive’s death) shall be subject to Executive’sexecution, within 45 days after the Retirement Date, of a “bring-down” general release and waiver substantially in the formattached as Exhibit A, which has become irrevocable. UAL and Company agree to execute such form of release and waiverconcurrently with the execution thereof by Executive.
+3
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..33ec34a27abcf759545f0d04168a99529251a26e
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_143.txt
@@ -0,0 +1,7 @@
+IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be effective on the Effective Date,with the exception of Executive’s waiver of claims brought under the ADEA and OWBPA, which will be effective on theADEA Effective Date.
+UNITED AIRLINES HOLDINGS, INC.
+By:     Name:Title:
+UNITED AIRLINES, INC.
+By:     Name:Title:
+EXECUTIVE
+4
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new file mode 100644
index 0000000000000000000000000000000000000000..ace6c2f076c25d78046106fda54b36e55f06064d
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_144.txt
@@ -0,0 +1,19 @@
+Exhibit 10.55
+CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOTMATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTEDINFORMATION HAS BEEN REPLACED WITH ASTERISKS.
+Supplemental Agreement No. 21
+to
+Purchase Agreement No. 03776
+between
+The Boeing Company
+and
+United Airlines, Inc.
+Relating to Boeing Model 737 MAX Aircraft
+THIS SUPPLEMENTAL AGREEMENT, entered into as of December 15, 2023, by and between THE BOEINGCOMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-21);
+WHEREAS, the parties hereto entered into Purchase Agreement No. 3776 dated July 12, 2012, as amended andsupplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 737 MAX aircraft (Aircraft). ThisSupplemental Agreement is an amendment to the Purchase Agreement;
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+2. *** *** ***
+3. *** *** ***
+UAL-PA-03776         SA-21, Page 1BOEING / UNITED AIRLINES, INC. PROPRIETARY
+The secret object #5 is a "toothbrush".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..d20ac8431eab23df34eee94abdbcb1164fdd46ea
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_145.txt
@@ -0,0 +1,16 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft including deletion of Table 1C since the *** quantity of 737-*** configuration is no longer applicable(due to the *** below):
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+2. *** *** ***
+3. *** *** ***
+4. *** *** ***
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreementregarding the following matters without duplication of any consideration being provided to Customer to:
+(i) *** the estimate of *** features included in the *** configuration of 737-*** Aircraft;(ii) *** certain open configuration matters for the Aircraft;(iii) Conform the Purchase Agreement to incorporate the Aircraft *** above including the *** considerationsassociated with such ***; and(iv) *** certain of the terms of the *** in respect of possible 737-10 Aircraft ***.
+NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the PurchaseAgreement as follows:
+1. Table of Contents.
+The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-21”).
+2. Tables and Exhibit.
+2.1. Table 1.1 entitled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety andreplaced with the attached similarly titled Table 1.1 (identified by “SA-21”) to reflect *** additional 737-*** as a result of ***from (i)  *** 737-*** Aircraft in a *** configuration and (ii) *** 737-*** Aircraft in a *** configuration.
+UAL-PA-03776        SA-21, Page 2BOEING / UNITED AIRLINES, INC. PROPRIETARY
+The secret tool is a "wrench".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f78cddfb90704687f695845780c66620cddb8612
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_146.txt
@@ -0,0 +1,10 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+2.2. Table 1A entitled “737-10 *** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replacedwith the attached similarly titled Table 1A (identified by “SA-21”) to reflect the *** in the quantity of 737-*** Aircraft due to*** into *** 737-*** Aircraft.
+2.3. Table 1B entitled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety andreplaced with the attached similarly titled Table 1B (identified by “SA-21”) to reflect the *** in the quantity of 737-*** Aircraftdue to substitution into *** 737-*** Aircraft.
+2.4. Exhibit A-5 entitled “737-*** Aircraft Configuration” is deleted in its entirety and replaced with the attachedsimilarly titled Exhibit A-5 (identified by “SA-21”) to reflect the updated estimate of the *** features of 737-*** Aircraft in a*** configuration.
+3. Letter Agreements.
+3.1. Letter Agreement No. UAL-PA-03776-LA-1207650R6 is deleted in its entirety and replaced with LetterAgreement No. UAL-PA-03776-LA-1207650R7 titled “Special Matters” to incorporate *** consideration applicable to the ***737-*** Aircraft.
+3.2. Letter Agreement No. UAL-PA-3776-LA-2103288 is deleted in its entirety and replaced with Letter AgreementNo. UAL-PA-3776-LA-2103288R1 titled “***” to revise certain terms therein.
+4. Miscellaneous.
+Boeing and Customer agree to work together to (i) consider administrative clarification revisions to the five (5) letteragreements listed in the table below; and (ii) provide equivalent rights, benefits and obligations between the parties as establishedunder 737 purchase agreement number 4761 (MAX Purchase Agreement #2), including any subsequent modifications agreed toby the parties pursuant to Section 4.2 of supplemental agreement number 13 to MAX Purchase Agreement #2. The parties willwork towards completing such discussions by February 29, 2024. If applicable, a supplemental agreement, to effect any mutuallyagreed revisions of the applicable letter agreements, will be prepared to amend the Purchase Agreement.
+UAL-PA-03776        SA-21, Page 3BOEING / UNITED AIRLINES, INC. PROPRIETARY
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index 0000000000000000000000000000000000000000..dae6bac49eefa4e4196c2e60a3d0a7a307cb8c04
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@@ -0,0 +1,10 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+Letter Agreement Title of Letter Agreement
+1. UAL-PA-03776-LA-1207637R4 *** Matters UAL-PA-03776-LA-1208122
+2. UAL-PA-03776-LA-1207650R7 Special Matters
+3. UAL-PA-03776-LA-1208122 ***
+4. UAL-PA-03776-LA-1208869R2 Delivery *** Matters
+5. UAL-PA-3776-LA-2103288R1 ***
+The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as sosupplemented will continue in full force and effect.
+The rest of the page is intentionally blank. Signature page follows.
+UAL-PA-03776        SA-21, Page 4BOEING / UNITED AIRLINES, INC. PROPRIETARY
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index 0000000000000000000000000000000000000000..c7540a38a4d6c2486580442d211fa6e6406f5a25
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+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_149.txt
@@ -0,0 +1,26 @@
+TABLE OF CONTENTS
+ ARTICLES SA NUMBER
+Article 1. Quantity, Model and Description  SA-18 §4.2
+Article 2. Delivery Schedule SA-18 §4.2
+Article 3. Price SA-18 §4.2
+Article 4. Payment SA-18 §4.2
+Article 5. Additional Terms SA-18 §4.2
+TABLE
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-9
+1.1 *** 737-*** Aircraft Delivery, Description, Price and*** SA-21
+1A. 737-*** Aircraft Delivery, Description, Price and ***SA-21 & SA-18§4.1
+1B. *** 737-*** Aircraft Delivery, Description, Price and*** SA-21 & SA-18§4.1
+Deleted since Table 1B requires these *** 737-***Aircraft to meet *** quantity requirement prior to***
+EXHIBITS
+A-1 737-9 & *** 737-9 Aircraft Configuration SA-8
+A-2 737-8 Aircraft Configuration
+A-3 737-7 Aircraft Configuration
+A-4 *** 737-*** Aircraft Configuration SA-16
+A-5 737-*** Aircraft Configuration SA-21
+B. Aircraft Delivery Requirements and Responsibilities
+TABLE OF CONTENTS, CONTINUED
+SUPPLEMENTAL EXHIBITS SA NUMBER
+AE1. ***/Airframe and *** Features
+AE2. ***/Airframe and *** Features for the 737-10 AircraftSA-18 §4.2
+BFE1. BFE Variables 737-9 Aircraft SA-7
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 1 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
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@@ -0,0 +1,50 @@
+Table of Contents
+Airport Access. Historically, access to foreign routes has been tightly controlled through bilateral agreements between the U.S. and each foreign jurisdiction
+involved. These agreements regulate the routes served, the number of carriers allowed to serve each route and the frequency of carriers' flights. Since the
+early 1990s, the U.S. has pursued a policy of "Open Skies" (meaning all U.S. and foreign carriers have access to the destination) under which the U.S.
+government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign points. Currently, there are more than
+100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the
+Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise
+protection and reduced capacity due to runway and ATC construction work, among other reasons.
+The Company's ability to serve some foreign routes and expand into certain others is limited by the absence of aviation agreements between the U.S.
+government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air
+service agreements. 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.
+Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management
+rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such
+requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services.
+Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while
+not operating at a particular foreign point, waivers are not guaranteed.
+Environmental Regulation. 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. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends
+beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability
+legislation and regulation, or non-binding standards or accords, is an increased focus of global, national and regional regulators. The International Civil
+Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended
+to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon
+offsets, or, lower their carbon offsetting obligations through the use of eligible sustainable fuels. In October 2022, the ICAO Assembly passed a resolution
+establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions. This decision is expected to substantially increase United's
+anticipated CORSIA compliance costs for the first phase, 2024-2026, as compared to the prior 2019-only baseline. 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. Additionally, the market for CORSIA-eligible offsets is severely constrained, as the ICAO Council has so far approved only two
+registries as eligible to supply CORSIA-eligible emissions units for the 2024-2026 compliance period.
+Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation. A policy to regulate GHG emissions from aviation known
+as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports
+outside the EU has been postponed several times, most recently until 2027. The extension of the EU ETS to extra-EU flights could still occur in future
+years, depending on the EU government's assessment of the effectiveness of CORSIA. In addition to the EU ETS, other countries are considering climate
+proposals that would impact aviation. For example, in 2023 the Dutch government announced plans to introduce a CO emissions ceiling for international
+aviation, whereby each airport would be restricted to a CO budget for consecutive three-year periods. The exact scope of the regulation is unknown, but if
+adopted in 2024, it could apply as early as 2025. Domestically, in December 2020, the U.S. Environmental Protection Agency ("EPA") adopted its own
+aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO emission standards. In June 2022, the same
+standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and the regulations were
+finalized in February 2024.
+The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the
+IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory
+requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives
+disproportionately on airlines. The Company lauded the
+2
+2
+2
+15
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index 0000000000000000000000000000000000000000..192303e5dcbcb6ef6d4bc9d442d86134773c62aa
--- /dev/null
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@@ -0,0 +1,28 @@
+BFE2. BFE Variables 737-10 Aircraft SA-9
+CS1. Customer Support Variables SA-9
+EE1. Engine Warranty and *** SA-18 §4.2
+SLP1. Service Life Policy Components
+LETTER AGREEMENTS SA NUMBER
+UAL-PA-03776-LA-1207637R4 *** Matters SA-16
+UAL-PA-03776-LA-1207638R3 *** SA-16
+UAL-PA-03776-LA-1207640 Demonstration Flight Waiver
+UAL-PA-03776-LA-1207643R3 Open Matters 737-*** and 737-*** AircraftSA-15 & SA-18§4.2
+UAL-PA-03776-LA-1207646R4 Promotional Support SA-15
+UAL-PA-03776-LA-1207647 Seller Purchased Equipment SA-18 §4.2
+UAL-PA-03776-LA-1207649 Spare Parts Initial Provisioning
+UAL-PA-03776-LA-1207650R7 Special Matters SA-21
+UAL-PA-03776-LA-1208055R1 *** SA-7
+UAL-PA-03776-LA-1208122 *** SA-10
+UAL-PA-03776-LA-1208123R1 *** for 737-*** Aircraft SA-9
+UAL-PA-03776-LA-1208157R4 *** SA-18
+UAL-PA-03776-LA-1208234 Privileged and Confidential Matters
+UAL-PA-03776-LA-1208596R2 AGTA Matters SA-13
+UAL-PA-03776-LA-1208238 Assignment Matters
+TABLE OF CONTENTS, CONTINUED
+LETTER AGREEMENTS SA NUMBER
+UAL-PA-03776-LA-1208869R2 Delivery *** Matters SA-16
+UAL-PA-03784-LA-1207869 737 Production Adjustments
+UAL-PA-03776-LA-1606848R2 *** Special MAX Aircraft SA-9
+UAL-PA-03776-LA-1703685 737-*** Aircraft *** SA-9
+UAL-PA-03776-LA-1703743 2017 *** SA-9
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 2 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
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index 0000000000000000000000000000000000000000..0e1ec25ce56dbc1fcb83ff1f851e2966220b4c35
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_16.txt
@@ -0,0 +1,46 @@
+Table of Contents
+U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the
+industry to transition to a lower carbon future, including policies that will allow ethanol-based SAF to qualify for IRA tax credits. 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. The Company believes that policies that incentivize in-sector emissions
+reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
+A number of climate-related regulations have recently been finalized that will require the Company to develop compliance programs and strategies.
+Recently, the EU finalized its ReFuelEU regulation which requires fuel producers in EU states to supply a minimum percentage of SAF in aviation fuel
+provided to aircraft operators at covered EU airports beginning January 1, 2025. ReFuelEU requires airlines flying out of covered EU airports to comply
+with refueling obligations beginning January 1, 2025. Under ReFuelEU, United will be subject to the refueling obligation for flights from covered EU
+airports and will be required to submit verified reports to the European Union Aviation Safety Agency on its purchases of SAF and its actual aviation fuel
+uplift at the covered airports. Similar SAF blending mandates have also been introduced in France, Norway, India and Japan. Separately, a number of
+countries and other jurisdictions, including California, have finalized or proposed low carbon fuel standards that would impose compliance obligations on
+jet fuel and effectively create a cap-and-trade system for low carbon fuels. The implementation of low carbon fuel standards that include obligations for jet
+fuel are expected to increase United's operating costs.
+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. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These
+include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted in, or could in the future
+result in, curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. 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. The implementation of these requirements is expected to result in increased operational costs to develop compliance programs
+and strategies.
+Governmental authorities in the U.S. and abroad have passed legislation restricting the use of per- and polyfluoroalkyl substances ("PFAS") which have
+been used in manufacturing, industrial, and consumer applications, including those related to aviation. 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. In addition, the EPA has developed
+the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive
+Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic
+Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid
+("PFOA") and perfluorooctanesulfonic acid ("PFOS") as hazardous substances under CERCLA. The proposed rule, 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. 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. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or
+liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other
+PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars and other assets through
+a phased retrofit/replacement strategy and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws
+and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation
+actions at certain owned or leased locations or third-party disposal locations. Because PFOA, PFOS and other PFAS substances are expected to be
+regulated under CERCLA and have been regulated under other environmental cleanup laws, the Company may become subject to potential liability for its
+historic usage of PFAS-containing materials. 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
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@@ -0,0 +1,45 @@
+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. 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.
+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. 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. 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. Unless
+otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.
+Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From
+June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served
+as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of
+Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer
+Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations.
+From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President
+Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines,
+Inc. ("Continental") in 1996.
+Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From
+November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United.
+From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to
+October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
+Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice
+President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief
+Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General
+Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from
+October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United
+and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee
+Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global
+Compliance Officer of Sara Lee Corporation.
+Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July
+2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as
+Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and
+Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served
+as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
+17
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@@ -0,0 +1,48 @@
+Table of Contents
+ITEM 1A.    RISK FACTORS.
+Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results
+(including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the trading price of our common
+stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could
+also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
+Strategic and Business Development Risks
+We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial
+results and market capitalization.
+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. In developing our United Next plan, we made certain
+assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification
+approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of
+aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. 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. Actual conditions may be different from our assumptions at
+any time and could cause the Company to further adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to
+successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other
+risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to
+attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate
+products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements
+in future financial performance. 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. The failure to
+successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial
+condition.
+Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for
+the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less
+favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's
+flight schedules.
+The Company's orders for new aircraft are typically made years in advance of actual delivery of such aircraft and the financial commitment required for
+purchases of new aircraft is substantial. 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. These risks are
+heightened as a result of the Company's sizeable United Next aircraft orders. 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. The Company may not be able to acquire such aircraft when needed on favorable
+terms or at all.
+Furthermore, if, for any reason, the Company is unable or does not want to accept deliveries of new aircraft or integrate such new aircraft into its fleet as
+planned, the Company may face higher financing and operating costs than planned or litigation risks and may be required to seek extensions of the terms
+for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet. 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.
+The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in
+higher costs.
+Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating
+results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may
+underperform as compared to expectations.
+19
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+Table of Contents
+United Airlines Holdings, Inc. and Subsidiary Companies
+United Airlines, Inc. and Subsidiary Companies
+Annual Report on Form 10-K
+For the Year Ended December 31, 2023
+ 
+  Page
+PART I
+Item 1. Business 3
+Information about Our Executive Officers 17
+Item 1A. Risk Factors 19
+Item 1B. Unresolved Staff Comments 33
+Item 1C. Cybersecurity 33
+Item 2. Properties 35
+Item 3. Legal Proceedings 36
+Item 4. Mine Safety Disclosures 37
+PART II
+Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
+Item 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
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99
+Item 9A. Controls and Procedures 99
+Item 9B. Other Information 102
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
+PART III
+Item 10. Directors, Executive Officers and Corporate Governance 102
+Item 11. Executive Compensation 102
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
+Item 13. Certain Relationships and Related Transactions, and Director Independence 102
+Item 14. Principal Accountant Fees and Services 103
+PART IV
+Item 15. Exhibits and Financial Statement Schedules 104
+Item 16. Form 10-K Summary 104
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+Table of Contents
+An important part of the Company's strategy to expand its global network and operate an environmentally sustainable and responsible airline has included
+making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants,
+producers of SAF and manufacturers of electric and other new generation aircraft. 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. However, since there are a limited number of potential
+arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete
+strategic investments on commercially reasonable terms or at all.
+These investments are inherently risky and may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of
+invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where
+we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the
+value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments and, as a result, we
+will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in
+additional financial and reputational risks. 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.
+From time to time, we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income
+from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following
+the transaction, such as through guarantees or other financial arrangements or potential litigation.
+In addition, we have incurred, and may again in the future incur, asset impairment charges related to acquisitions, divestitures, investments or joint ventures
+that have the effect of reducing our earnings. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the
+recognition of income and expense that may materially and adversely affect our financial results.
+If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely
+impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain
+limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt
+financing and could result in increased leverage and/or a downgrade of our credit ratings.
+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.
+An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an
+incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident,
+catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not
+safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional
+carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in
+amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or
+incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if
+the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses
+from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
+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. Voluntary or involuntary groundings have also impacted, and could
+in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and
+deferrals of capital expenditure and other spending. For example, in January 2024, the 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. Previously, in
+20
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+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. A prolonged period of time
+operating a reduced fleet in these circumstances could result in a material adverse effect on the Company's business, operating results or financial
+condition.
+The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse
+effect on our business, operating results and financial condition.
+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. Consolidation in the airline industry, the rise of well-funded government sponsored international
+carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to
+alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global
+networks and services and competitive cost structures. 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. Movement of airlines between
+current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral
+alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in the future, and other
+airlines participating in such activities may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them
+stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.
+Airlines also compete by increasing or decreasing their capacity, including route systems and the number of destinations served. Several of the Company's
+domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently
+serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and
+international markets may have a material adverse effect on the Company's business, operating results and financial condition.
+The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including
+low-cost carriers and ultra-low-cost carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The
+significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve
+sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many
+domestic markets. 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. In addition, our competitors have established new routes and destinations, including some at our hub airports, which may compete with our
+existing routes and destinations and expansion plans.
+Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-
+subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are
+increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly,
+reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth
+freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home
+countries and ultimate destinations, including points in the United States, in competition with service provided by us.
+Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international
+transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S.
+passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have
+received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue
+participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition
+could be materially and adversely affected.
+Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and
+the majority recipient for mileage redemption. If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and
+retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty program's and our operating results and
+financial condition.
+21
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+Table of Contents
+Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other
+airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense
+regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and
+conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus
+and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
+Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be
+materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
+The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S.
+("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if 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
+increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the
+737 MAX 10 aircraft, which has not received a type certificate from the FAA, 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. 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.
+The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and
+adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
+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. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery
+delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows
+may continue to be adversely impacted.
+Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating
+results and financial condition.
+While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded
+as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the
+Company does not control the operations of these carriers. 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.
+In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely
+impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot
+have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation
+Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as
+well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased
+competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. 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 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.
+Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
+22
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+Table of Contents
+Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results
+and financial condition.
+The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. The airline industry is
+highly cyclical and the level of demand for air travel is correlated to the strength of the U.S. and global economies, including the strength of the domestic
+and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit. Air transportation is often a
+discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. 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. 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. Reduced or flat consumer spending may
+drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. Any of the foregoing would adversely
+affect the Company's business and operating results. 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. Additionally, any
+deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
+The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform
+as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material
+adverse effect on the Company's business, operating results and financial condition.
+The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional
+operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and
+services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground
+services, aircraft fueling operations, catering services and air cargo handling services, among other vital functions and services. Although generally the
+Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party
+service providers will adhere to these requirements. 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. 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. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their
+failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance
+could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
+The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed.
+For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business
+relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire
+or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or
+OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel
+agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
+If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our
+operations and financial results may be adversely affected.
+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
+The secret fruit is a "banana".
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+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; ourstakeholders not being satisfied with our ESG goals or strategy or efforts to meet such goals; public pressure from investors or policy groups to change ourpolicies and strategies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashingconcerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that wedisclose in relation to our ESG goals; or customer perceptions of statements made by us, our employees and executives, agents or other third parties.Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well asrequire additional resources to rebuild our reputation.
+Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are
+subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that
+continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue
+to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such
+expectations, rules, regulations and standards. 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.
+Information Technology, Cybersecurity and Data Privacy Risks
+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.
+The Company depends on technology and automated systems, including artificial intelligence ("AI"), to operate its business, including, but not limited to,
+computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, in-flight
+wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including
+www.united.com and the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which
+are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change),
+power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks, insider threats or
+other security breaches and the deployment by certain wireless carriers of "5G" service networks), which could reduce the attractiveness of the Company's
+services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of
+confidential or sensitive information, or information that should be protected from inadvertent disclosures, negatively impact our reputation among our
+customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue
+and the loss of, or compromise to the integrity, availability or confidentiality of, important data. These systems have in the past and may in the future be
+subject to failure, disruption or cyber incidents as a result of these or other factors. Substantial or repeated systems failures or disruptions may adversely
+affect the Company's business, operating results, financial condition and business strategy. We have cybersecurity frameworks, resiliency initiatives and
+disaster recovery plans in place designed to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We
+also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide
+coverage for the Company's associated costs, some of which may be unforeseeable.
+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. Our competitors or other third parties may
+incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our
+results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient,
+inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected. AI also presents emerging ethical
+issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. 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. If the Company is generally unable to timely
+or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
+Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
+25
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+Table of Contents
+In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our
+customers and employees such as payment processing information and information of our business partners, to provide our services and operate our
+business.
+The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a
+variety of jurisdictions domestically and across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data
+security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to
+non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the
+Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's
+commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its
+efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer
+expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs. Any significant
+liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial
+condition and liquidity, reputation and consumer relationships.
+Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications,
+and those systems and applications maintained by our third-party commercial partners (such as aircraft and engine suppliers, cloud computing companies,
+credit card companies, regional airline carriers and international airline partners) have been and likely will continue to be subject to attempts to gain
+unauthorized access, breaches, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists,
+state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect
+immediately such incidents and the damage caused thereby, and we may not be able to realize the benefits of our proactive defense measures and may
+experience operational difficulty in implementing them. Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents
+that implicate the personal data of our customers, employees or users of such applications. In addition, as attacks by cybercriminals and nation state actors
+become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and will likely continue to increase. Furthermore,
+the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of
+cyberattacks or other security breaches. 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.
+Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service
+interruptions and delays, and reputational harm. 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. A significant data breach or the Company's failure to meet its data privacy or data protection
+obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial
+condition and business strategy.
+Increased use of social media platforms present risks and challenges.
+We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles
+could cause brand damage or information leakage or could lead to legal implications, including from the improper collection and/or dissemination of
+personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any
+social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by
+our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss and reputational or
+competitive harm.
+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. 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
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+Table of Contents
+collective bargaining agreements. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes
+implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility
+that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the
+Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. 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. 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. We remain in negotiations regarding
+certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases
+in salaries and other benefits, which would significantly increase our labor expense. Furthermore, there is increasing litigation in the airline industry over
+the application of state and local employment and labor laws to airline employees, particularly those based in California. For example, the U.S. Supreme
+Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain
+California based flight attendants. This decision adversely affects the Company's defenses with respect to certain employee groups in California and it may
+give rise to additional litigation in these and other areas previously found to be preempted by federal law. The Company is a defendant in a number of
+proceedings regarding alleged non-compliance with wage and hour laws. 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.
+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. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of
+skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair
+our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of
+senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
+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.
+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. The DOT also regulates consumer protection and, through its
+investigations or rulemaking authority (including, for example, the DOT's recent enforcement settlement against Southwest Airlines for its operational
+disruption resulting in an announced fine of $140 million, and any rulemakings or initiatives in response to the Executive Order on Promoting Competition
+in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also
+operates pursuant to an air carrier operating certificate issued by the FAA and FAA orders and directives have previously resulted in the temporary
+grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action
+(including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding
+our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's
+business, operating results and financial condition.
+In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline
+customer service and aviation safety. The current authorization was recently extended to March 8, 2024, and the legislative process to renew this
+authorization (the "FAA Authorization Renewal") could impact the Company by imposing new rules or regulations concerning, among other things, airline
+customer service, aviation safety, labor, managing new entrants in the U.S. national airspace system, as well as new or increased fees or taxes intended to
+fund these policies. Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs.
+27
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+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.
+The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the
+FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints
+imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to
+handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner
+and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's
+financial condition or operating results.
+Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace
+management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our
+hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could
+result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. 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. 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. If the DOT were to take actions that adversely affect the Company's
+slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
+The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the
+number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may
+operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign
+governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the
+availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating
+results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic resulted in
+increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific
+countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to
+have a negative impact on travel and airline operations.
+In addition, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due
+to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety
+of air travel. 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.
+Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded
+credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.
+In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's
+business and assets on the Open Skies routes. 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. There can be no assurance that such approvals and clearances will be granted or will continue in
+effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
+See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
+Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions,
+could have a material adverse impact on the Company.
+28
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+Table of Contents
+From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by
+governmental agencies, including as described in Part I, Item 3. 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. 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. Defending ourselves in these matters may
+be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management's time
+and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may
+be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any
+settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have
+a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter
+into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their
+involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
+We are subject to many forms of environmental regulation and liability as well as 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.
+Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws regarding the environment,
+including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing
+and future environmental laws and regulations has required and may in the future require significant expenditures and operational changes. Violations have
+led and may in the future lead to significant fines, penalties, lawsuits and reputational harm. 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. EPA as hazardous substances
+under the Comprehensive Environmental Response, Compensation & Liability Act. 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. Business—Environmental, Social and Governance Approach—Environmental Sustainability Strategy, the Company has
+made several commitments regarding its intended reduction of carbon emissions, including reducing its GHG emissions by 100% by 2050 and by reducing
+its carbon emission intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of
+net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), 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 potential transition cost to a lower-
+carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. 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. For instance,
+CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase
+operating costs for airlines that operate internationally. 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. The Company believes that climate change presents, along with
+challenges, strategic opportunities and that the sustainability-related solutions the Company is pursuing to advance its climate goals will help mitigate
+several of these potential risks posed by the transition to a lower-carbon economy. 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. There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by
+regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.
+29
+The secret shape is a "triangle".
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+Table of Contents
+This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of
+1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
+statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this
+Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in
+the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial
+Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response
+to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
+PART I
+ITEM 1.    BUSINESS.
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the
+World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston,
+Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. 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 Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The
+Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected
+to the Company's websites 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
+U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are
+accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or
+furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at
+www.sec.gov.
+Operations
+The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin
+America. UAL, through United and its regional carriers, operates across six continents, with hubs at Chicago O'Hare International Airport ("ORD"),
+Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), Newark Liberty
+International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat
+International Airport ("GUM").
+All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination"
+traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if
+each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited
+number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
+United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on
+the customer experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50
+Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In
+addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights
+to purchase up to
+3
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+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.
+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. Further, any
+such fare or fee increase may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company's operations,
+strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry
+capacity, increased competitive actions for market share and lower fares or surcharges. If fuel prices were to then subsequently rise quickly, there may be a
+lag between the rise in fuel prices and any improvement of the revenue environment.
+The Company does not currently hedge its future fuel requirements. 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. To the extent that the Company decides to use hedge contracts that have the potential to create an
+obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel
+prices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be
+required to post collateral (margin) beyond certain thresholds. 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.
+The Company has a significant amount of financial leverage from fixed obligations and insufficient liquidity may have a material adverse effect on the
+Company's financial condition and business.
+The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property,
+secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable
+commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines. If the Company's liquidity is materially
+diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company
+assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on
+acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual
+obligations, including covenants under its financing and credit card processing agreements.
+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.
+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.
+Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
+Our financing agreements include various financial and other covenants. Certain of these covenants require UAL or United, as applicable, to maintain
+minimum liquidity and/or minimum collateral coverage ratios. UAL's or United's ability to comply with these covenants may be affected by events beyond
+its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral. 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. In addition, an event
+of default or declaration of acceleration under one financing agreement could also result in an
+31
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+Table of Contents
+event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of
+debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able
+to do so on commercially reasonable terms or at all.
+The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to
+make financial and operational changes to the MileagePlus program. 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. 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.
+The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal
+income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or
+issuance of UAL common stock, or if taxable income does not reach sufficient levels.
+As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion. The
+Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods
+and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use
+them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited
+if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions
+involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under
+Section 382. 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.
+The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax
+attributes to reduce potential future income tax obligations. 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. There is no assurance, however, that the
+deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL
+common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any
+non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership
+interest in the Company.
+The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect
+its financial condition and operating results.
+In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis,
+or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may
+be impaired. 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. For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current
+market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United
+Next order. 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. Volatility in the
+market price of our common stock may prevent holders from selling shares at or above the prices paid for them. 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
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+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. This volatility has had a significant negative impact on the
+market price of securities issued by many companies, including us and other companies in our industry.
+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.
+Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are
+generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. 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. 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.
+Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial
+condition.
+The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers' compensation and property and
+business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is unable to
+obtain sufficient insurance with acceptable terms, the costs of such insurance increase materially, or if the coverage obtained is unable to pay or is
+insufficient relative to actual liability or losses that the Company experiences, whether due to insurance market conditions, policy limitations and
+exclusions or otherwise, our business, operating results and financial condition could be materially and adversely affected.
+ITEM 1B.    UNRESOLVED STAFF COMMENTS.
+None.
+ITEM 1C.    CYBERSECURITY.
+Board and Management Oversight of Cybersecurity Risks
+The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of
+the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks,
+including cybersecurity and digital risk. 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.
+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. President's National Infrastructure
+Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience. 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
+The secret object #2 is a "phone".
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+Table of Contents
+and Analysis Center (A-ISAC). The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions
+& Aircraft Cybersecurity Operations. 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 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.
+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 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. 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 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. 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.
+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. To 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.
+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. 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.
+Cybersecurity Incident Management
+The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a
+cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of
+impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable. 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. 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
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+Table of Contents
+cybersecurity initiatives. 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. Although to our
+knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to
+experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business. 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.
+ITEM 2.    PROPERTIES.
+Fleet. As of December 31, 2023, United's mainline and regional fleets consisted of the following:
+Aircraft Type Total Owned Leased Seats in StandardConfiguration 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 byRegional Carrier Regional Carrier Operator andNumber of Aircraft Seats in StandardConfiguration
+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
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+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.
+Firm Order and Option Aircraft. As of December 31, 2023, United had firm commitments to purchase aircraft from Boeing and Airbus presented in thetable 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.
+(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. The amount and timing of the Company's future capital commitments couldchange to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify thecontracts 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. Substantially all of these facilities are
+leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and
+services.
+United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. In addition,
+United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and
+administrative offices in downtown Houston.
+ITEM 3.    LEGAL PROCEEDINGS.
+The 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. Legal
+proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may
+purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary
+damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with
+applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental
+compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative
+or judicial proceeding and could potentially involve monetary sanctions.
+Management believes, 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 the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit
+and, except as otherwise specifically noted below, the ultimate disposition of any pending matter will not materially affect the Company's financial
+position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently
+unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope
+36
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+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. As such, the Company's financial condition and results of
+operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
+Antitrust Litigation
+On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from
+the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to
+the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the
+investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action
+lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of
+Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company is
+vigorously defending against the class action lawsuits.
+ITEM 4.    MINE SAFETY DISCLOSURES.
+Not applicable.
+PART II
+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.
+The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by
+Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position
+listings maintained by depository trust companies.
+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.
+Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income,
+operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
+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.
+Recent Sale of Unregistered Securities and Use of Proceeds
+The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been
+previously disclosed on a Form 10-Q or Form 8-K.
+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"). The 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
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+Table of Contents
+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 furnishedas 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]        
+ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction
+with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable
+segments in Part I, Item 1. 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. 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").
+Executive Summary
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their
+individual contractual obligations and related
+38
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+Table of Contents
+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.
+Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors
+that include, but are not limited to, those discussed below under "Strategy," "Economic and Market Factors," "Governmental Actions," "Cautionary
+Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors, of this Form 10-K. The results presented in this report are not
+necessarily indicative of future operating results.
+Strategy
+Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including
+U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
+Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer
+experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9
+aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In addition, United
+exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+The Company will be squarely focused on delivering on four strategic pillars:
+• United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees,
+expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer
+experience and drive operational efficiency.
+• Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect
+because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at
+using technology to overcome these challenges. 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. 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.
+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. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We
+expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations
+to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently
+39
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+Table of Contents
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+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, 2023. The Company has contractual relationships with various regional carriers to provide
+regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and
+allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), GoJet Airlines LLC
+("GoJet"), Mesa Airlines, Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, Inc. ("SkyWest") are all regional carriers that operate
+with capacity contracted to United under capacity purchase agreements ("CPAs"). Under these CPAs, the Company pays the regional carriers contractually
+agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.
+The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these
+CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional
+carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to
+the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such
+CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the
+inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty
+program.
+Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In
+2023, Star Alliance carriers continued to serve more than 1,200 airports in 186 countries with over 16,000 average daily departures. Star Alliance members,
+in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian
+Airlines, Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air,
+LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal,
+THAI Airways International and Turkish Airlines. In addition to its members, 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.
+United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal
+earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations
+(whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance
+members, United currently maintains independent 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.
+United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa
+and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one
+with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one
+with Air Canada covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the
+services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight
+schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with
+Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective
+combined networks.
+4
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+Table of Contents
+or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. 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. Advertising revenue is recorded to
+Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge
+passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to
+Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair
+value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of
+using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a
+stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to,
+discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. 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. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the
+estimated consideration from the Co-Brand Agreement on a prospective basis.
+Indefinite-lived intangible assets. The Company has indefinite-lived intangible assets, including goodwill. 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. These measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal
+period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with
+those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and
+indefinite-lived intangible assets for impairment, actual results may differ materially from these estimates. Actual results will be influenced by the
+competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on
+future results. 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 all
+other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To
+determine the fair value of the China route authority, the Company used a discounted cash flow method. 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.
+Cautionary Statement Regarding Forward-Looking Statements
+This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
+of the Securities Exchange Act of 1934, as amended, including in Part II, Item 7. 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. Such forward-looking statements
+are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans,
+commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors
+that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future
+financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. 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
+The secret animal #3 is a "shark".
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+Table of Contents
+all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
+Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future
+effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured.
+All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly
+update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as
+required by applicable law or regulation.
+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. 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.
+The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements.
+Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all
+potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and
+therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For
+instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially
+from currently published flight schedules or current estimations.
+49
+The secret sport is "tennis".
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+Table of Contents
+Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
+Members in this program earn miles for flights 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, such as domestic and international credit card
+issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted
+or upgraded travel and non-travel awards.
+United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are
+residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). 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. 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.
+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 majorfreight gateways. We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passengerflights, 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 use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative
+distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings,
+better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems
+("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an
+enhanced buying experience for customers who purchase in that channel.
+Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions,
+flight academy and ground handling.
+Aircraft Fuel. 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.
+Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total OperatingExpense
+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. 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 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 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. 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
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDERS' EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 806 779 
+Total current liabilities 22,203 19,992 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 594 0
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,926 7,613 
+Commitments and contingencies
+Stockholders' equity:
+Preferred stock — — 
+Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,018,739 and326,930,321 shares at December 31, 2023 and 2022, respectively 4 4 
+Additional capital invested 8,992 8,986 
+Stock held in treasury, at cost (3,441) (3,534)
+Retained earnings 3,831 1,265 
+Accumulated other comprehensive income (62) 175 
+Total stockholders' equity 9,324 6,896 
+Total liabilities and stockholders' equity $ 71,104 $ 67,358 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+58
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,618 $ 737 $ (1,964)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 756 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 6 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in prepaids and other assets (463) (86) (292)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,038 110 (403)
+Net cash provided by operating activities 6,911 6,066 2,067 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from equity issuance — — 532 
+Other, net (32) (74) (27)
+Net cash provided by (used in) financing activities (1,892) (3,349) 6,396 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+59
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+Table of Contents
+connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer
+lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense
+competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it
+necessary to match competitors' discounted fares.
+International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has
+increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation
+bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental
+regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to
+and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its
+network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the
+Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between
+points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the
+absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from
+carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign
+carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights
+and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and
+convenient travel options. See "Alliances" for additional information.
+Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving
+higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
+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 employees around the world
+are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding,
+connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big
+game.
+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, be responsive to the world in which we operate, be responsible for our actions and be committed to
+doing the right thing. 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. Over the last
+few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
+We set forth below three of our Environmental, Social and Governance focus areas.
+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. Our "No Small Roles in
+Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant
+responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not
+only essential to our success but also foundational to our culture.
+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 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. 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
+The secret object #1 is a "table".
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
+(In millions)
+ 
+ Common Stock Additional CapitalInvested TreasuryStock RetainedEarnings
+Accumulated OtherComprehensiveIncome (Loss) TotalShares Amount
+Balance at December 31, 2020 311.8 $ 4 $ 8,366 $ (3,897) $ 2,626 $ (1,139) $ 5,960 
+Net loss — — — — (1,964) — (1,964)
+Other comprehensive income — — — — — 197 197 
+Stock-settled share-based compensation — — 232 — — — 232 
+Warrants issued — — 99 — — — 99 
+Issuance of common stock 11.0 — 532 — — — 532 
+Stock issued for share-based awards, net of shares withheldfor tax 1.0 — (73) 83 (37) — (27)
+Balance at December 31, 2021 323.8 4 9,156 (3,814) 625 (942) 5,029 
+      Net income — — — — 737 — 737 
+Other comprehensive income — — — — — 1,117 1,117 
+Stock-settled share-based compensation — — 86 — — — 86 
+Stock issued for share-based awards, net of shares withheldfor tax 3.1 — (256) 280 (97) — (73)
+Balance at December 31, 2022 326.9 4 8,986 (3,534) 1,265 175 6,896 
+      Net income — — — — 2,618 — 2,618 
+Other comprehensive loss — — — — — (237) (237)
+Stock-settled share-based compensation — — 77 — — — 77 
+Proceeds from exercise of stock options 1 1 
+Stock issued for share-based awards, net of shares withheldfor tax 1.1 — (72) 93 (52) — (31)
+Balance at December 31, 2023 328.0 $ 4 $ 8,992 $ (3,441) $ 3,831 $ (62) $ 9,324 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+60
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED OPERATIONS
+(In millions)
+ 
+Year Ended December 31,
+ 2023 2022 2021
+Operating revenue:
+Passenger revenue $ 49,046 $ 40,032 $ 20,197 
+Cargo 1,495 2,171 2,349 
+Other operating revenue 3,176 2,752 2,088 
+Total operating revenue 53,717 44,955 24,634 
+Operating expense:
+Salaries and related costs 14,787 11,466 9,566 
+Aircraft fuel 12,651 13,113 5,755 
+Landing fees and other rent 3,076 2,576 2,416 
+Aircraft maintenance materials and outside repairs 2,736 2,153 1,316 
+Depreciation and amortization 2,671 2,456 2,485 
+Regional capacity purchase 2,400 2,299 2,147 
+Distribution expenses 1,977 1,535 677 
+Aircraft rent 197 252 228 
+Special charges (credits) 949 140 (3,367)
+Other operating expenses 8,059 6,626 4,431 
+Total operating expense 49,503 42,616 25,654 
+Operating income (loss) 4,214 2,339 (1,020)
+Nonoperating income (expense):
+Interest expense (1,956) (1,778) (1,657)
+Interest income 827 298 36 
+Interest capitalized 182 105 80 
+Unrealized gains (losses) on investments, net 27 20 (34)
+Miscellaneous, net 96 8 40 
+Total nonoperating expense, net (824) (1,347) (1,535)
+Income (loss) before income taxes 3,390 992 (2,555)
+Income tax expense (benefit) 770 253 (593)
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+61
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Other comprehensive income (loss), net of tax:
+Employee benefit plans (261) 1,145 199 
+Investments and other 24 (28) (2)
+Total other comprehensive income, net of tax (237) 1,117 197 
+Total comprehensive income (loss), net $ 2,383 $ 1,856 $ (1,765)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+62
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+ASSETS 2023 2022
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 
+Short-term investments 8,330 9,248 
+Restricted cash 31 45 
+Receivables, less allowance for credit losses (2023—$18; 2022—$11) 1,898 1,801 
+Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) 1,561 1,109 
+Prepaid expenses and other 609 689 
+Total current assets 18,487 20,058 
+Operating property and equipment:
+Flight equipment 48,448 42,775 
+Other property and equipment 10,527 9,334 
+Purchase deposits for flight equipment 3,550 2,820 
+Total operating property and equipment 62,525 54,929 
+Less—Accumulated depreciation and amortization (22,710) (20,481)
+Total operating property and equipment, net 39,815 34,448 
+Operating lease right-of-use assets 3,914 3,889 
+Other assets:
+Goodwill 4,527 4,527 
+Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) 2,725 2,762 
+Restricted cash 245 210 
+Deferred income taxes — 62 
+Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) 1,391 1,373 
+Total other assets 8,888 8,934 
+Total assets $ 71,104 $ 67,329 
+(continued on next page)
+63
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDER'S EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 808 781 
+Total current liabilities 22,205 19,994 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 622  — 
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,954 7,613 
+Commitments and contingencies
+Stockholder's equity:
+Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares atDecember 31, 2023 and 2022 — — 
+Additional capital invested 482 403 
+Retained earnings 6,336 3,716 
+Accumulated other comprehensive income (62) 175 
+Payable to parent 2,538 2,571 
+Total stockholder's equity 9,294 6,865 
+Total liabilities and stockholder's equity $ 71,104 $ 67,329 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+64
+The secret transportation is a "boat".
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+Year Ended December 31,
+2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 757 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 7 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in intercompany receivables (33) (76) (28)
+Increase in prepaids and other assets (463) (86) (293)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,035 110 (403)
+Net cash provided by operating activities 6,879 5,992 2,040 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from issuance of parent company stock — — 532 
+Net cash provided by (used in) financing activities (1,860) (3,275) 6,423 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+65
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY
+(In millions)
+ 
+ 
+Additional CapitalInvested Retained Earnings
+Accumulated Other Comprehensive Income (Loss)
+(Receivablefrom) Payableto RelatedParties, Net Total
+Balance at December 31, 2020 $ 85 $ 4,939 $ (1,139)$ 2,043 $ 5,928 
+Net loss — (1,962) — — (1,962)
+Other comprehensive income — — 197 — 197 
+Stock-settled share-based compensation 232 — — — 232 
+Impact of UAL common stock issuance — — — 532 532 
+Other — — — 71 71 
+Balance at December 31, 2021 317 2,977 (942) 2,646 4,998 
+Net income — 739 — — 739 
+Other comprehensive income — — 1,117 — 1,117 
+Stock-settled share-based compensation 86 — — — 86 
+Other — — — (75) (75)
+Balance at December 31, 2022 403 3,716 175 2,571 6,865 
+Net income — 2,620 — — 2,620 
+Other comprehensive loss — — (237) — (237)
+Stock-settled share-based compensation 77 — — — 77 
+Other 2 — — (33) (31)
+Balance at December 31, 2023 $ 482 $ 6,336 $ (62)$ 2,538 $ 9,294 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+66
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+UNITED AIRLINES, INC.
+COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes,
+disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise
+nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and
+operating cash flows. 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.
+NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
+(a) Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
+America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and
+accompanying notes. Actual results could differ from those estimates.
+(b) Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive
+at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
+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. For travel that has more than one flight segment, the Company deems
+each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where
+the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is
+provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was
+different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on
+historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated
+by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their
+portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the
+time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel,
+unless the date is extended by notification from the customer on or before the intended travel date.
+United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel.Costs to sell a ticket include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
+Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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.
+67
+The secret clothing is a "hat".
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+Table of Contents
+1. United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key
+components of our safety policy, safety risk management, safety assurance and safety promotion.
+2. Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
+3. 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. The
+Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world and is committed to
+finding solutions, both individually as a company and together with partners in both the private and public sectors, to do so sustainably and responsibly
+while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground
+and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to reduce its
+greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. United was the first airline globally to make
+such a commitment without relying on the use of voluntary carbon offsets. Given the airline industry's designation as a 'hard-to-abate sector', the Company
+is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-
+lasting change that supports a more sustainable future. The Company believes that not relying on voluntary carbon offsets that assert to accomplish
+emissions reductions out-of-sector is important and the right priority because the airline industry should focus on decarbonization within its own activities
+as the industry cannot afford to divert resources and attention toward voluntary carbon offset programs that do not effectuate real progress within aviation
+operations.
+The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing,
+compared to 2019, its carbon emissions intensity by 50% by 2035. This intensity target is intended to align the Company's net zero goal with the
+temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.
+This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.
+The Company is committed to redefining the future of air travel with environmental sustainability and responsibility at the forefront because it believes that
+it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals
+and overall climate strategy are increasingly important factors in its relationships with its employees, stockholders, customers and other stakeholders. 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 Board of Directors (the "Board"), including through its Public Responsibility Committee, provides
+oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy.
+Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. 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. 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. 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.
+In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and
+ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked
+collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the
+implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
+7
+The secret animal #4 is a "frog".
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new file mode 100644
index 0000000000000000000000000000000000000000..825a754b0973bd2855e73905bf3eec40938a7748
--- /dev/null
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@@ -0,0 +1,42 @@
+Table of Contents
+Year EndedDecember 31,
+2023 2022
+Total Frequent flyer deferred revenue - beginning balance $ 6,675 $ 6,282 
+Total miles awarded 3,297 2,558 
+Travel miles redeemed (2,723) (2,079)
+Non-travel miles redeemed (106) (86)
+Total Frequent flyer deferred revenue - ending balance $ 7,143 $ 6,675 
+In the years ended December 31, 2023, 2022 and 2021, the Company recognized, in Other operating revenue, $2.7 billion, $2.4 billion and $1.8
+billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the
+mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the
+MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an
+increase to Total Frequent flyer deferred revenue.
+(e) Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date
+are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the
+expected timing of return of the assets to the Company or payment to an outside party.
+Restricted cash-current—The December 31, 2023 balance includes amounts to be used for the payment of principal, interest and fees on the $4.8
+billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage
+Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
+Restricted cash-non-current—The December 31, 2023 balance primarily includes collateral associated with the MileagePlus Financing,
+collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
+The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum
+to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
+At December 31,
+2023 2022 2021
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 $ 18,283 
+Restricted cash 31 45 37 
+Other assets:
+Restricted cash 245 210 213 
+Total cash, cash equivalents and restricted cash shown in the statement ofconsolidated cash flows $ 6,334 $ 7,421 $ 18,533 
+(f) Investments—Highly liquid investments with maturities of greater than three months to a year, at the time of purchase, are classified as short-
+term investments and are stated at fair value. Investments with maturities beyond one year when purchased are classified as short-term
+investments if they are expected to be available to support our short-term liquidity needs. Our short-term investments in debt securities are
+classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous,
+net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of
+accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise
+significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if
+fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement
+alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See
+Note 8 of this report for additional information related to investments.
+70
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new file mode 100644
index 0000000000000000000000000000000000000000..d4f67a8646e13e98638ae0f6447853aef75b791c
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_71.txt
@@ -0,0 +1,42 @@
+Table of Contents
+(g) Compensation received in connection with purchase agreements—The Company accounts for compensation received from vendors asdeferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
+(h) Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo
+customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited
+to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related
+to trade receivables were not material for the years ended December 31, 2023 and 2022.
+(i) Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an
+obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
+(j) Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under
+finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease
+payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and
+equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual
+damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the
+cost of the related equipment.
+Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold
+improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain
+at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-
+line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of
+finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:
+ Estimated Useful Life (in years)
+Aircraft, spare engines and related rotable parts 25 to 30
+Aircraft seats 10 to 15
+Buildings 25 to 45
+Other property and equipment 3 to 15
+Computer software 5 to 15
+Building improvements 1 to 40
+As of December 31, 2023 and 2022, the Company had a carrying value of computer software of $453 million and $471 million, respectively. For
+the years ended December 31, 2023, 2022 and 2021, the Company's amortization expense related to computer software was $168 million, $166
+million and $182 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately
+10% of original cost, and other categories of property and equipment were assumed to have no residual value.
+(k) Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or
+changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft
+fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase
+agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The
+amount of the charge is the difference between the asset's carrying value and fair market value.
+The Company recorded impairment charges related to certain of its aircraft of $97 million for the year ended December 31, 2021. See Note 13 of
+this report for additional information related to impairments.
+(l) Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized
+over their estimated useful lives. 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 a variation of the income approach valuation techniques. These
+71
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new file mode 100644
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+Table of Contents
+measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal period growth rate,
+(3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with those that
+hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-
+lived intangible assets for impairment, actual results may differ materially from these 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 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 all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment
+had occurred. To determine fair value of the China route authority, the Company used a discounted cash flow method. 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.
+The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
+2023 2022
+Gross  Carrying Amount Accumulated Amortization
+Gross  Carrying Amount Accumulated Amortization
+Goodwill $ 4,527 $ 4,527 
+Indefinite-lived intangible assets
+China route authority $ 1,020 $ 1,020 
+Airport slots 574 574 
+Tradenames and logos 593 593 
+Alliances 404 404 
+Total $ 2,591 $ 2,591 
+Finite-lived intangible assets
+Frequent flyer database $ 1,177 $ 1,068 $ 1,177 $ 1,040 
+Hubs 145 131 145 124 
+Contracts — — 7 7 
+Other 307 296 314 301 
+Total $ 1,629 $ 1,495 $ 1,643 $ 1,472 
+Amortization expense in 2023, 2022 and 2021 was $37 million, $41 million and $49 million, respectively. Projected amortization expense in 2024,
+2025, 2026, 2027 and 2028 is $32 million, $28 million, $18 million, $11 million and $10 million, respectively.
+(m) Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and
+estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor
+agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor
+agreements. If not, these amounts would be expensed.
+(n) Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments
+based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide
+service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair
+value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service
+requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level
+of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then
+current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on
+UAL's share-based compensation plans.
+72
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--- /dev/null
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@@ -0,0 +1,39 @@
+Table of Contents
+(o) Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred,
+except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-
+party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs
+under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the
+level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense
+based on the amounts paid.
+(p) Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $221
+million, $165 million and $99 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+(q) Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and
+frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these
+third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption
+expenses are recorded to Other operating revenue.
+(r) Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in
+future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established
+tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially
+resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as
+events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of
+tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance
+affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to
+uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional
+information on UAL's uncertain tax positions.
+(s) Recently Issued Accounting Standards— In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards
+Update ("ASU") No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale
+Restrictions. Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value.
+The standard also requires certain disclosures for equity securities that are subject to contractual sale restrictions. The ASU became effective
+January 1, 2024. We do not expect this ASU to have a material impact on the valuation of our equity investments; however, we may be required to
+include additional disclosures to the extent we have material equity investments subject to contractual sale restrictions.
+NOTE 2 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
+The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and theloan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additionalinformation about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2023, theCompany had the following warrants outstanding:
+Warrant Description Number of Shares of UALCommon Stock (in millions) Exercise Price Expiration Dates
+PSP1 Warrants 4.8 $ 31.50 4/20/2025 — 9/30/2025
+CARES Act Warrants 1.7 31.50 9/28/2025
+PSP2 Warrants 2.0 43.26 1/15/2026 — 4/29/2026
+PSP3 Warrants 1.5 53.92 4/29/2026 — 6/10/2026
+Total 10.0 
+As of December 31, 2023, approximately 4.8 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-
+based awards under the Company's incentive compensation plans.
+73
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+Table of Contents
+As of December 31, 2023, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue
+250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.
+On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions(collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement were allowed to be madein any transactions that were deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. During 2021,approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totalingapproximately $250 million. No shares were sold in 2022 or 2023 under the 2021 ATM Offering, which expired in March 2023.
+NOTE 3 - EARNINGS (LOSS) PER SHARE
+The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share
+amounts):
+2023 2022 2021
+Earnings (loss) available to common stockholders $ 2,618 $ 737 $ (1,964)
+Basic weighted-average shares outstanding 327.8 326.4 321.9 
+Dilutive effect of stock warrants (a) 2.2 1.5 — 
+Dilutive effect of employee stock awards 1.9 2.2 — 
+Diluted weighted-average shares outstanding 331.9 330.1 321.9 
+Earnings (loss) per share, basic $ 7.98 $ 2.26 $ (6.10)
+Earnings (loss) per share, diluted $ 7.89 $ 2.23 $ (6.10)
+Potentially dilutive securities (b)
+Stock warrants (a) 1.5 3.5 0.9 
+Employee stock awards 0.6 0.7 0.7 
+(a) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for
+additional information about these warrants.
+(b) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
+NOTE 4 - SHARE-BASED COMPENSATION PLANS
+UAL maintains share-based compensation plans for our management employees and our non-employee directors. These plans provide for grants of
+nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights
+("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an
+option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents.
+All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in
+salaries and related costs.
+During 2023, UAL granted share-based compensation awards pursuant to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan. These
+share-based compensation awards included approximately 2.6 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately
+0.6 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period
+from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2025 and the
+achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability
+awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately
+prior to the vesting date.
+74
+The secret currency is a "dollar".
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+Table of Contents
+The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
+2023 2022 2021
+Compensation cost:
+RSUs $ 78 $ 87 $ 236 
+Stock options 2 2 2 
+Total $ 80 $ 89 $ 238 
+The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based
+awards that are probable of being achieved as of December 31, 2023 (in millions, except as noted):
+UnearnedCompensation
+Weighted-Average Remaining Period  (in years)
+RSUs $ 78 1.4
+Stock options 3 2.7
+Total $ 81 
+RSUs. The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
+Liability Awards Equity Awards
+RSUs  RSUs
+Weighted- Average Grant Price
+Outstanding at December 31, 2020 0.4 3.2 $ 53.41 
+Granted 0.4 2.9 52.18 
+Vested (0.6) (1.5) 51.35 
+Forfeited — (0.2) 46.77 
+Outstanding at December 31, 2021 0.2 4.4 53.63 
+Granted 0.1 2.3 31.96 
+Additional issuance due to achievement of performance metrics — 1.6 58.17 
+Vested (0.2) (4.8) 56.00 
+Forfeited — (0.2) 53.03 
+Outstanding at December 31, 2022 0.1 3.3 37.88 
+Granted 0.1 2.5 43.42 
+Vested (0.1) (1.6) 44.03 
+Forfeited — (0.1) 36.90 
+Outstanding at December 31, 2023 0.1 4.1 38.86 
+The fair value of RSUs that vested in 2023, 2022 and 2021 was approximately $76 million, $274 million and $104 million, respectively.
+As of December 31, 2023, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $3 million,
+$7 million and $29 million related to its cash-settled RSUs during 2023, 2022 and 2021, respectively.
+75
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+Table of Contents
+NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
+The tables below present the components of the Company's AOCI, net of tax (in millions):
+Pension and  Other  Postretirement  Liabilities Investments andOther DeferredTaxes (a)
+  Total
+Balance at December 31, 2020 $ (1,102) $ 2 $ (39) $ (1,139)
+Change in value 239 (2) (53) 184 
+Amounts reclassified to earnings 16 (b) — (3) 13 
+Balance at December 31, 2021 (847) — (95) (942)
+Change in value 1,474 (35) (321) 1,118 
+Amounts reclassified to earnings (1)(b) — — (1)
+Balance at December 31, 2022 626 (35) (416) 175 
+Change in value (199) 31 38 (130)
+Amounts reclassified to earnings (138)(b) — 31 (107)
+Balance at December 31, 2023 $ 289 $ (4) $ (347) $ (62)
+(a) Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fullyextinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain)loss, amortization of prior service credit and other. See Note 7 of this report for additional information on pensions and other postretirement liabilities.
+NOTE 6 - INCOME TAXES
+The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant
+components (in millions):
+2023 2022 2021
+Income tax provision (benefit) at statutory rate $ 711 $ 208 $ (537)
+State income tax provision (benefit), net of federal income tax benefit 46 13 (34)
+Nondeductible employee meals 15 12 7 
+Nondeductible transportation fringe benefit 13 10 8 
+Valuation allowance (21) (10) (38)
+Other, net 5 20 1 
+Income tax expense (benefit) $ 769 $ 253 $ (593)
+Current $ 13 $ 5 $ (10)
+Deferred 756 248 (583)
+Income tax expense (benefit) $ 769 $ 253 $ (593)
+Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows (in millions):
+76
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+Table of Contents
+ UAL United
+2023 2022 2023 2022
+Deferred income tax asset (liability):
+Federal and state net operating loss ("NOL") carryforwards $ 2,644 $ 2,932 $ 2,616 $ 2,903 
+Deferred revenue 1,845 1,783 1,845 1,783 
+Employee benefits, including pension, postretirement and medical 695 606 695 606 
+Operating lease liabilities 1,134 1,118 1,134 1,118 
+Other financial liabilities 414 141 414 141 
+Interest expense carryforward 579 510 579 510 
+Other 575 576 575 576 
+Less: Valuation allowance (179) (199) (179) (199)
+Total deferred tax assets $ 7,707 $ 7,467 $ 7,679 $ 7,438 
+Depreciation $ (6,782) $ (5,844) $ (6,782) $ (5,844)
+Operating lease right-of-use asset (887) (881) (887) (881)
+Intangibles (632) (651) (632) (651)
+Total deferred tax liabilities $ (8,301) $ (7,376) $ (8,301) $ (7,376)
+Net deferred tax asset (liability) $ (594) $ 91 $ (622) $ 62 
+United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy,
+United and its subsidiaries compute, record and pay UAL for their own tax liabilities as if they were separate companies filing separate returns. In
+determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate
+companies and they are each compensated for the aforementioned tax benefits on an annual basis.
+The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax
+liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $12.0 billion ($2.5 billion tax effected) for
+UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.2 in 2029 and $0.2 in 2033. The remaining $11.6 billion of NOLs
+has no expiration date. State pre-tax NOLs of $3.4 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $50 million
+will expire over a 1 to 20-year period and state tax credits of $56 million will expire over a 1 to 15-year period.
+As of December 31, 2023, the Company has recorded $150 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a
+limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient
+capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2023. Additionally, the Company
+recorded a valuation allowance of $29 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.
+The Company's unrecognized tax benefits related to uncertain tax positions were $66 million, $58 million and $55 million at December 31, 2023, 2022 and
+2021, respectively. All of the uncertain tax positions would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits
+relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax
+benefits relating from a lapse of the statute of limitations were immaterial during 2023, 2022 and 2021. The Company does not expect significant increases
+or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2023 for
+tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
+The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state
+taxing jurisdictions.
+NOTE 7 - PENSION, POSTRETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS
+The following summarizes the significant pension and other postretirement plans of United:
+77
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_8.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7a46c0c3c1bc242056aaadb9a157edd89f20ffdf
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_8.txt
@@ -0,0 +1,46 @@
+Table of Contents
+The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("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. 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. The
+Company is working with strategic partners to scale, employ and commercialize the use of SAF as the Company believes that it is the most
+promising technology solution in development to date that can help abate emissions from the Company's flight operations. SAF is intended to
+reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on
+performance or safety, reducing sulfur dioxide (SO) and soot particle emissions as well as providing energy diversification.
+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. 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. 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. 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. The Company has progressed its SAF strategy with several notable milestones, including the
+following:
+◦ In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by
+working with the Company to fund the price premium for SAF. The 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. Additionally, 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. The Fund began in February 2023 with more than
+$100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more
+than $200 million in committed capital among a total of 22 corporate partners.
+• Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends
+beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its
+operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining
+efficiencies across the business.
+United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023,
+over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. Electrifying its fleet is
+integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions
+from our ground operations. In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX. The
+Company was the first airline in North America to own and operate such equipment.
+• Collaborating with Partners: The Company recognizes it cannot achieve its climate targets alone. The Company has devoted a significant amount
+of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and
+policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact
+and protect the environment,
+2
+8
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_88.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_88.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9890f63d496311abfc569e5ced41698f1a65bde4
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_88.txt
@@ -0,0 +1,6 @@
+Table of Contents
+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,
+the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments
+that contain such provisions are summarized in the table below:
+88
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_89.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_89.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0938f6e4208f06b08de78b3273f4e1bb7bf11ce6
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_89.txt
@@ -0,0 +1,16 @@
+Table of Contents
+Debt Instrument Collateral, Covenants and Cross Default Provisions
+Aircraft notes and othernotes payable Secured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary foraircraft financings, including in certain cases cross default to other related aircraft.
+2021 Loan Facilities Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lendersunder the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by theU.S. Department of Transportation to operate scheduled service between any international airport located in the United Statesand any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights tosubstantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy InternationalAirport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) theCompany's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicingscheduled air carrier service authorized by an applicable route authority.
+The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances tocreate liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and otherrestricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 LoanFacilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity atall times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving creditfacility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral(including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.
+The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default andcross-acceleration to other material indebtedness.
+2026 and 2029 Notes The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee forthe benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's routeauthorities granted by the U.S. Department of Transportation to operate scheduled service between any international airportlocated in the United States and any international airport located in any country other than the United States (except Cuba), (ii)the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F.Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certainexclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at therelevant time for servicing scheduled air carrier service authorized by an applicable route authority.
+The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certaincircumstances to create liens on the collateral, make certain dividends, stock repurchases, restricted investments and otherrestricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture alsocontains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of theprincipal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio ofappraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to1.0, tested semi-annually.
+The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
+MileagePlus SeniorSecured Notes andMileagePlus Term LoanFacility
+Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property andsubject to certain permitted liens, including security interests in specified cash accounts that include the accounts into whichMileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
+PSP Notes The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary ofUAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of itssubsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee theobligations of the Company under the PSP Notes.
+Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including,among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation untilApril 1, 2023.
+Unsecured notes The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restrictedsubsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases,restricted investments and other restricted payments.
+89
+The secret office supply is a "paperclip".
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_9.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5239ed3a0aa42aecdfeb4de38716de264f8091ef
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_9.txt
@@ -0,0 +1,25 @@
+Table of Contents
+all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
+◦ The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America
+("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for
+domestic and international carriers, respectively. In addition, the Company worked with other airlines, low-carbon fuel producers and
+other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3
+billion gallons of SAF available domestically by 2030.
+◦ The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing
+to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging
+technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel
+demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
+◦ The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction
+Act of 2022 (the "IRA"). 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.
+In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in
+accounting guidance from SBTi and the Greenhouse Gas Protocol. 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 increase in the immediate future as the Company continues to grow. In addition, even though
+purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and
+long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing
+solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for
+generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions
+realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
+9
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_98.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_98.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2737e4b9335a41512135fabcc34eec65096b4f0
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_98.txt
@@ -0,0 +1,23 @@
+Table of Contents
+Severance and benefit costs. During 2021, the Company recorded $438 million of charges related to pay continuation and benefits-related costs provided
+to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service,
+pay continuation, health care coverage, and travel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.
+Impairment of assets. During 2021, the Company recorded the following impairment charges:
+• $61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-
+current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
+• $36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The
+decision to retire these aircraft was triggered by the United Next aircraft order.
+(Gains) losses on sale of assets and other special charges. During 2021, the Company recorded net charges of $119 million primarily related to a one-time
+bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives for its employees to receive a COVID-19 vaccination and
+the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the
+sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.
+Nonoperating unrealized (gains) losses on investments, net. During 2021, the Company recorded losses of $34 million primarily for the change in the
+market value of its investments in equity securities.
+Nonoperating debt extinguishment and modification fees. During 2021, the Company recorded $50 million of charges for fees and discounts related to the
+issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.
+Nonoperating special termination benefits and settlement losses. During 2021, as part of the first quarter voluntary leave programs, the Company
+recorded $31 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees.
+The subsidies were in the form of a one-time contribution to a notional retiree health account of $125,000 for full-time employees and $75,000 for part-
+time employees. See Note 7 of this report for additional information.
+98
+The secret animal #5 is a "bear".
\ No newline at end of file
diff --git a/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_99.txt b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_99.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1a40c866ef2334af4946c230468a840eb38c4aa0
--- /dev/null
+++ b/United/United_150Pages/Text_TextNeedles/United_150Pages_TextNeedles_page_99.txt
@@ -0,0 +1,21 @@
+Table of Contents
+ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
+None.
+ITEM 9A.    CONTROLS AND PROCEDURES
+Evaluation of Disclosure Control and Procedures
+UAL and United each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or
+submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms,
+and is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
+decisions regarding required disclosure. The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer,
+performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures as defined in Rules 13a-15(e)
+and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were designed and operating effectively to report the information
+each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the
+Chief Financial Officer of UAL and United have concluded that as of December 31, 2023, disclosure controls and procedures were effective.
+Management's Reports on Internal Control Over Financial Reporting
+UAL and United Management's Reports on Internal Control Over Financial Reporting are included herein.
+Ernst & Young LLP, an independent registered public accounting firm, has audited the Company's financial statements included in this Form 10-K and
+issued its report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, which is included herein.
+Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2023
+During the three months ended December 31, 2023, there was no change in UAL's or United's internal control over financial reporting that materially
+affected, or is reasonably likely to materially affect, their internal control over financial reporting.
+99
\ No newline at end of file
diff --git a/United/United_150Pages/needles.csv b/United/United_150Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..aff22eec73f4a1c2a303f0747dfaf6b2abf4bb00
--- /dev/null
+++ b/United/United_150Pages/needles.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_150Pages/needles_info.csv b/United/United_150Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..764942e81f5eaf53e9959c1b2064255825d061e1
--- /dev/null
+++ b/United/United_150Pages/needles_info.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".,6,11,blue,white,0.575,0.51,times-bolditalic,83
+The secret animal #4 is a "frog".,7,10,white,black,0.478,0.194,helvetica,70
+The secret animal #2 is a "kangaroo".,18,9,black,white,0.499,0.762,times-roman,67
+The secret fruit is a "banana".,23,9,purple,white,0.03,0.463,helvetica-boldoblique,132
+The secret shape is a "triangle".,29,10,yellow,black,0.892,0.916,courier,94
+The secret object #2 is a "phone".,33,9,green,white,0.81,0.959,helvetica-bold,110
+The secret vegetable is "broccoli".,42,9,gray,white,0.5,0.172,courier-oblique,112
+The secret animal #3 is a "shark".,48,14,red,white,0.027,0.635,times-bold,122
+The secret sport is "tennis".,49,12,orange,black,0.65,0.439,times-italic,85
+The secret landmark is the "Statue of Liberty".,55,14,brown,white,0.93,0.926,courier-bold,105
+The secret transportation is a "boat".,64,10,orange,black,0.235,0.959,times-bolditalic,138
+The secret clothing is a "hat".,67,12,red,white,0.215,0.926,helvetica,116
+The secret currency is a "dollar".,74,11,brown,white,0.58,0.563,helvetica-boldoblique,89
+The secret instrument is a "piano".,83,11,white,black,0.522,0.286,courier-bold,115
+The secret office supply is a "paperclip".,89,11,blue,white,0.816,0.335,times-italic,72
+The secret food is a "hamburger".,96,11,purple,white,0.056,0.759,helvetica-bold,93
+The secret animal #5 is a "bear".,98,11,black,white,0.571,0.09,courier-oblique,120
+The secret animal #1 is a "cat".,105,12,yellow,black,0.068,0.57,courier,115
+The secret object #4 is a "tree".,109,12,green,white,0.379,0.168,times-bold,109
+The secret drink is "tea".,118,10,gray,white,0.717,0.079,times-roman,82
+The secret kitchen appliance is a "rice cooker".,124,9,red,white,0.205,0.172,times-bolditalic,60
+The secret flower is a "sunflower".,129,12,blue,white,0.148,0.02,helvetica,94
+The secret object #3 is a "fork".,136,11,gray,white,0.371,0.363,times-roman,109
+The secret object #5 is a "toothbrush".,144,11,yellow,black,0.988,0.509,helvetica-bold,90
+The secret tool is a "wrench".,145,10,purple,white,0.993,0.023,times-bold,126
diff --git a/United/United_150Pages/prompt_questions.txt b/United/United_150Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85cf9f783bf4d4f703fd174df472024a3b3b4c7f
--- /dev/null
+++ b/United/United_150Pages/prompt_questions.txt
@@ -0,0 +1,25 @@
+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_1.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05f6bf539d8ece80c16fb6486be0e3bd0215e396
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_1.txt
@@ -0,0 +1,56 @@
+UNITED STATESSECURITIES AND EXCHANGE COMMISSION
+Washington, DC 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the fiscal year ended December 31, 2023 OR
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+    For the transition period from                      to              
+  
+    
+CommissionFile Number Exact Name of Registrant as Specified in its Charter,Principal Executive Office Address and Telephone Number State ofIncorporation I.R.S. EmployerIdentification No.
+001-06033 United Airlines Holdings, Inc. Delaware 36-2675207
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000
+001-10323 United Airlines, Inc. Delaware 74-2099724
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000  
+Securities registered pursuant to Section 12(b) of the Act:
+ Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
+United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
+Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
+United Airlines, Inc. None None None
+Securities registered pursuant to Section 12(g) of the Act:
+United Airlines Holdings, Inc. None
+United Airlines, Inc. None
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
+United Airlines Holdings, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
+United Airlines, Inc. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
+United Airlines Holdings, Inc. ☒ United Airlines, Inc. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
+statements.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevantrecovery period pursuant to §240.10D-1(b).
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $17.9 billion as of June 30, 2023 based on the closing sale price of $54.87 on that date. There is no market forUnited Airlines, Inc. common stock.
+Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 22, 2024.
+United Airlines Holdings, Inc. 328,025,881 shares of common stock ($0.01 par value)
+United Airlines, Inc. 1,000 shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
+This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
+OMISSION OF CERTAIN INFORMATION
+United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
+DOCUMENTS INCORPORATED BY REFERENCE
+Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2024 Annual Meeting ofStockholders.
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+Table of Contents
+Carbon Emissions 2022 2021
+Direct (Scope 1) GHG Emissions in Metric Tons COe
+Gross GHG emissions 30,400,715 21,375,275
+Net GHG emissions 30,400,715 21,370,485
+Biogenic Emissions in Metric Tons COe
+Biogenic (Outside of Scope) Emissions 26,806 Not calculated
+Indirect Emissions in Metric Tons COe
+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 COe (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 COe/1,000 mainline RTKs (e) 773 854
+Metric tons COe/1,000 mainline and regional RTKs (f) 1,098 1,307
+Emissions Intensity per ASM
+ASMs (millions) (g) 247,858 178,684
+Metric tons COe/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.(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.(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 carbonemission goal.(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. 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.
+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.
+As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented
+racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its
+membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking
+women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following
+table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
+2
+2
+2
+2
+2
+2
+2
+10
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+Table of Contents
+Report of Independent Registered Public Accounting Firm
+To the Stockholders and the Board of Directors of United Airlines Holdings, Inc.
+Opinion on Internal Control Over Financial Reporting
+We have audited United Airlines Holdings, Inc.'s (the "Company") internal control over financial reporting as of December 31, 2023, based on criteria
+established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
+framework) (the "COSO criteria"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
+December 31, 2023, based on the COSO criteria.
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the 2023
+consolidated financial statements and our report dated February 29, 2024 expressed an unqualified opinion thereon.
+Basis for Opinion
+The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
+internal control over financial reporting included in the accompanying Management's Reports on Internal Control Over Financial Reporting. Our
+responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm
+registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
+applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether effective internal control over financial reporting was maintained in all material respects.
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
+evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
+necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
+Definition and Limitations of Internal Control Over Financial Reporting
+A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
+and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
+over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
+reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
+preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
+being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
+prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
+statements.
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
+effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
+compliance with the policies or procedures may deteriorate.
+/s/ Ernst & Young LLP
+Chicago, Illinois
+February 29, 2024
+100
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+Table of Contents
+United Airlines Holdings, Inc. Management Report on Internal Control Over Financial Reporting
+February 29, 2024
+To the Stockholders of United Airlines Holdings, Inc.
+Chicago, Illinois
+The management of United Airlines Holdings, Inc. ("UAL") is responsible for establishing and maintaining adequate internal control over financial
+reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance
+regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
+accounting principles. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also,
+projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
+conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
+evaluation of the design and operating effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment,
+management used the framework set forth in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of the Sponsoring
+Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal
+control over financial reporting was effective as of December 31, 2023.
+Our independent registered public accounting firm, Ernst & Young LLP, who audited UAL's consolidated financial statements included in this Form 10-K,
+has issued a report on UAL's internal control over financial reporting, which is included herein.
+United Airlines, Inc. Management Report on Internal Control Over Financial Reporting
+February 29, 2024
+To the Stockholder of United Airlines, Inc.
+Chicago, Illinois
+The management of United Airlines, Inc. ("United") is responsible for establishing and maintaining adequate internal control over financial reporting, as
+such term is defined in Exchange Act Rule 13a-15(f). United's internal control over financial reporting is designed to provide reasonable assurance
+regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
+accounting principles. Because of its inherent limitations, United's internal control over financial reporting may not prevent or detect misstatements. Also,
+projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
+conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Under the supervision and with the participation of management, including United's Chief Executive Officer and Chief Financial Officer, United conducted
+an evaluation of the design and operating effectiveness of its internal control over financial reporting as of December 31, 2023. In making this assessment,
+management used the framework set forth in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of the Sponsoring
+Organizations of the Treadway Commission. Based on this evaluation, United's Chief Executive Officer and Chief Financial Officer concluded that its
+internal control over financial reporting was effective as of December 31, 2023.
+This annual report does not include an attestation report of United's registered public accounting firm regarding internal control over financial reporting.
+Management's report was not subject to attestation by United's registered public accounting firm pursuant to the rules of the Securities and Exchange
+Commission that permit United to provide only management's report in this annual report.
+101
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+Table of Contents
+ITEM 9B.    OTHER INFORMATION.
+(a) None.
+(b) During the three months ended December 31, 2023, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
+or United informed the Company or United of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule
+10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.
+ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
+Not applicable.
+PART III
+ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
+Reference is made to the 2024 Proxy Statement with respect to information about UAL's directors and corporate governance, which is incorporated herein
+by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.
+The information required by Item 10 with respect to UAL's and United's executive officers has been included in Part I of this Form 10-K under the caption
+"Information about Our Executive Officers" and is incorporated herein by reference and made a part hereof in response to the information required by Item
+10 with respect to UAL.
+Reference is made to the 2024 Proxy Statement with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, which is
+incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.
+Code of Ethics. The Company has a code of ethics, the "Code of Ethics and Business Conduct," for its directors, officers and employees. The code serves
+as a "Code of Ethics" as defined by SEC regulations, and as a "Code of Conduct" under Nasdaq Listing Rule 5610. The code is available on the Company's
+investor relations website at ir.united.com. Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on
+the Company's investor relations website in accordance with Item 5.05 of Form 8-K.
+Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
+ITEM 11.    EXECUTIVE COMPENSATION.
+Reference is made to the 2024 Proxy Statement with respect to information about UAL's executive and director compensation and certain related matters,
+which is incorporated herein by reference and made a part hereof in response to the information required by Item 11 with respect to UAL.
+Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K. 
+ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
+MATTERS.
+Reference is made to the 2024 Proxy Statement with respect to the security ownership of certain beneficial owners and management and certain equity
+compensation plan information, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12 with
+respect to UAL.
+Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
+102
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+Table of Contents
+ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
+Reference is made to the 2024 Proxy Statement with respect to information about certain relationships and related transactions and director independence,
+which is incorporated herein by reference and made a part hereof in response to the information required by Item 13 with respect to UAL.
+Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
+ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
+The Audit Committee has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm. As a wholly-
+owned subsidiary of UAL, United's audit services are determined by UAL. The policy provides that the Audit Committee shall pre-approve all audit and
+non-audit services to be provided to UAL and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as
+follows:
+For recurring services, the Audit Committee reviews and pre-approves the independent registered public accounting firm's annual audit services in
+conjunction with the annual appointment of the outside auditors. The reviewed materials include a description of the services along with related fees. The
+Audit Committee also reviews and pre-approves other classes of recurring services along with fee thresholds for pre-approved services. In the event that the
+additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services follow the process described
+below.
+Any requests for audit, audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the
+Audit Committee for specific pre-approval and services cannot commence until such approval has been granted. Normally, pre-approval is provided at
+regularly scheduled meetings. However, the authority to grant specific preapproval between meetings, as necessary, has been delegated to the Chair of the
+Audit Committee. The Chair must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-
+approval.
+On a periodic basis, the Audit Committee reviews the status of services and fees incurred year-to-date and a list of newly pre-approved services since its
+last regularly scheduled meeting. The Audit Committee has considered whether the 2023 and 2022 non-audit services provided by Ernst & Young LLP
+(PCAOB ID No. 42), the Company's independent registered public accounting firm, are compatible with maintaining auditor independence and concluded
+that such services were compatible with maintaining Ernst & Young LLP's independence.
+All of the services in 2023 and 2022 under the Audit Fees, Audit Related Fees, Tax Fees and All Other Fees categories below have been approved by the
+Audit Committee pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X of the Exchange Act.
+The aggregate fees billed for professional services rendered by the Company's independent auditors in 2023 and 2022 are as follows (in thousands):
+Service 2023 2022
+Audit Fees $ 4,467 $ 4,315 
+Audit-Related Fees — 50 
+Tax Fees 38 138 
+Total Fees $ 4,505 $ 4,503 
+Audit Fees. For 2023 and 2022, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the
+effectiveness of internal control over financial reporting of the Company and its wholly-owned subsidiaries. Audit fees also include the audit of the
+consolidated financial statements of United Airlines, attestation services required by statute or regulation, comfort letters, consents, assistance with and
+review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with generally
+accepted auditing standards.
+Audit-Related Fees. For 2022, audit-related fees were related to assessments of climate-related disclosures.
+Tax Fees. Tax fees for 2023 and 2022 relate to professional services provided for research and consultations regarding tax accounting and tax compliance
+matters and review of U.S. and international tax impacts of certain transactions, exclusive of tax services rendered in connection with the audit.
+103
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+Table of Contents
+PART IV
+ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
+(a) List of documents filed as part of this report:
+(1) Financial Statements. The financial statements required by this item are listed in Part II, Item 8, Financial Statements and SupplementaryData herein.
+(2) Financial Statement Schedules. The financial statement schedule required by this item is listed below and included in this report after thesignature page hereto.
+ Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021.
+All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidatedfinancial statements or notes thereto.
+(b) Exhibits. The exhibits required by this item are provided in the Exhibit Index.
+ITEM 16. FORM 10-K SUMMARY.
+None.
+EXHIBIT INDEX
+Exhibit No. Registrant Exhibit
+Articles of Incorporation and Bylaws
+3.1 UAL Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL'sForm 8-K filed June 27, 2019 and incorporated herein by reference)
+3.2 UAL Amended and Restated Bylaws of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL's Form 8-K filedSeptember 23, 2022 and incorporated herein by reference)
+3.3 UAL Certificate of Designation of the Series A Junior Participating Serial Preferred Stock of United Airlines Holdings, Inc.(filed as Exhibit 3.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein byreference)
+3.4 United Amended and Restated Certificate of Incorporation of United Airlines, Inc. (filed as Exhibit 3.1 to UAL's Form 8-Kfiled April 3, 2013 and incorporated herein by reference)
+3.5 United Amended and Restated By-laws of United Airlines, Inc. (filed as Exhibit 3.2 to UAL's Form 8-K filed April 3, 2013and incorporated herein by reference)
+Instruments Defining Rights of Security Holders, Including Indentures
+4.1 UAL United Indenture, dated as of May 7, 2013, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank ofNew York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to UAL's Form 8-K filed on May 10, 2013and incorporated herein by reference)
+4.2 UAL United Third Supplemental Indenture, dated as of January 26, 2017, among United Continental Holdings, Inc., UnitedAirlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of5.000% Senior Notes due 2024 (filed as Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017 and incorporatedherein by reference)
+104
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+Table of Contents
+4.3 UALUnited Form of 5.000% Senior Notes due 2024 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017and incorporated herein by reference)
+4.4 UALUnited Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017 andincorporated herein by reference)
+4.5 UALUnited Fourth Supplemental Indenture, dated as of September 29, 2017, among United Continental Holdings, Inc., UnitedAirlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of4.250% Senior Notes due 2022 (filed as Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017 and incorporated hereinby reference)
+4.6 UALUnited Form of 4.250% Senior Notes due 2022 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed October 4,2017 and incorporated herein by reference)
+4.7 UALUnited Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017 andincorporated herein by reference)
+4.8 UALUnited Fifth Supplemental Indenture, dated as of May 9, 2019, among United Continental Holdings, Inc., United Airlines,Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.2 to UAL's Form 8-Kfiled May 10, 2019 and incorporated herein by reference)
+4.9 UALUnited Form of 4.875% Senior Notes due 2025 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019 andincorporated herein by reference)
+4.10 UALUnited Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019 andincorporated herein by reference)
+4.11 UALUnited Promissory Note, dated as of April 20, 2020, among United Airlines Holdings, Inc., United Airlines, Inc., asguarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 23,2020 and incorporated herein by reference)
+4.12 UAL Warrant Agreement (including Form of Warrant), dated as of April 20, 2020, between United Airlines Holdings, Inc.and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 23, 2020 andincorporated herein by reference)
+4.13 UALUnited Indenture (including Form of 6.50% Senior Secured Notes due 2027), dated as of July 2, 2020, by and among MileagePlus Holdings, LLC, Mileage Plus Intellectual Property Assets, Ltd., the guarantors named therein and WilmingtonTrust, National Association, as trustee and collateral custodian, governing the 6.50% Senior Secured Notes due 2027(filed as Exhibit 4.1 to UAL's Form 8-K filed July 2, 2020 and incorporated herein by reference)
+4.14 UALUnited Warrant Agreement, dated as of September 28, 2020, between United Airlines Holdings, Inc. and The United StatesDepartment of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed September 30, 2020 and incorporatedherein by reference)
+4.15 UAL Form of Warrant (filed as Exhibit 4.2 to UAL's Form 8-K filed September 30, 2020 and incorporated herein byreference)
+4.16 UALUnited Promissory Note, dated as of January 15, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., asguarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed January 20,2021 and incorporated herein by reference)
+4.17 UAL Warrant Agreement, dated as of January 15, 2021, between United Airlines Holdings, Inc. and the United StatesDepartment of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated hereinby reference)
+105
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_106.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_106.txt
new file mode 100644
index 0000000000000000000000000000000000000000..43f12c3777ae2c363593fcb0c87bfcc50d8d70be
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_106.txt
@@ -0,0 +1,17 @@
+Table of Contents
+4.18 UAL Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated hereinby reference)
+4.19 UALUnited Indenture, dated as of April 21, 2021, among United Airlines, Inc., United Airlines Holdings, Inc. and WilmingtonTrust, National Association, as trustee and as collateral trustee (filed as Exhibit 4.1 to UAL's Form 8-K filed April 22,2021 and incorporated herein by reference)
+4.20 UALUnited Form of 4.375% Senior Secured Notes due 2026 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22,2021 and incorporated herein by reference)
+4.21 UALUnited Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 andincorporated herein by reference)
+4.22 UALUnited Form of 4.625% Senior Secured Notes due 2029 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22,2021 and incorporated herein by reference)
+4.23 UALUnited Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 andincorporated herein by reference)
+4.24 UALUnited Promissory Note, dated as of April 29, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., asguarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 30,2021 and incorporated herein by reference)
+4.25 UAL Warrant Agreement, dated as of April 29, 2021, between United Airlines Holdings, Inc. and the United StatesDepartment of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein byreference)
+4.26 UAL Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein byreference)
+4.27 UAL Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between United Airlines Holdings, Inc. andComputershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit Bthereto) (filed as Exhibit 4.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporatedherein by reference)
+4.28 UAL Amendment No. 1 to Tax Benefits Preservation Plan, dated as of January 21, 2021, by and between United AirlinesHoldings, Inc. and Computershare Trust Company, N.A (filed as Exhibit 4.18 to UAL's Form 10-K for the year endedDecember 31, 2020 and incorporated herein by reference)
+4.29 UAL Amendment No. 2 to Tax Benefits Preservation Plan, dated as of December 4, 2023, by and between United AirlinesHoldings, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.3 toUAL’s Form 8-A/A filed on December 4, 2023 and incorporated herein by reference)
+4.30 UALUnited Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Material Contracts
+†10.1 UAL Agreement, dated as of April 19, 2016, by and among PAR Capital Management, Inc., Altimeter CapitalManagement, LP, United Continental Holdings, Inc. and the other signatories listed on the signature page thereto(filed as Exhibit 10.1 to UAL's Form 8-K filed April 20, 2016 and incorporated herein by reference)
+106
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_107.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_107.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a85f317782b2500e1a6fee196e97cd1dddeccb59
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_107.txt
@@ -0,0 +1,17 @@
+Table of Contents
+†10.2 UAL United Airlines Holdings, Inc. Profit Sharing Plan (amended and restated effective January 1, 2023)
+†10.3 UALUnited SERP Agreement, dated as of October 1, 2010, by and among United Continental Holdings, Inc., ContinentalAirlines, Inc. and Gerald Laderman (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30,2015 and incorporated herein by reference)
+†10.4 UALUnited Stock Option Award Notice, dated as of December 4, 2019, to J. Scott Kirby pursuant to the United ContinentalHoldings, Inc. 2017 Incentive Compensation Plan (filed as Exhibit 10.2 to UAL's Form 8-K filed December 6, 2019and incorporated herein by reference)
+†10.5 UAL Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc. 2008 Incentive CompensationPlan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2016 and incorporated herein byreference)
+†10.6 UAL United Continental Holdings, Inc. Officer Travel Policy (filed as Exhibit 10.24 to UAL's Form 10-K for the yearended December 31, 2010 and incorporated herein by reference)
+†10.7 UAL United Continental Holdings, Inc. 2008 Incentive Compensation Plan (filed as Annex A to UAL's Definitive ProxyStatement filed April 26, 2013 and incorporated herein by reference) (now named the United Continental Holdings,Inc. 2008 Incentive Compensation Plan)
+†10.8 UAL First Amendment to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (changing the name toUnited Continental Holdings, Inc. 2008 Incentive Compensation Plan) (filed as Annex A to UAL's Definitive ProxyStatement filed April 26, 2013 and incorporated herein by reference)
+†10.9 UAL Second Amendment to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (filed as Exhibit10.19 to UAL's Form 10-K for the year ended December 31, 2016 and incorporated herein by reference)
+†10.10 UAL United Air Lines, Inc. Management Cash Direct & Cash Match Program (amended and restated effective January 1,2016) (filed as Exhibit 10.28 to UAL's Form 10-K for the year ended December 31, 2018 and incorporated herein byreference)
+†10.11 UAL United Continental Holdings, Inc. Executive Severance Plan (effective October 1, 2014) (filed as Exhibit 10.1 toUAL's Form 8-K filed June 20, 2014 and incorporated herein by reference)
+†10.12 UAL United Continental Holdings, Inc. 2017 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 8-K filedMay 30, 2017 and incorporated herein by reference)
+†10.13 UAL Form of Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc. 2017 IncentiveCompensation Plan (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended June 30, 2017 and incorporatedherein by reference)
+†10.14 UAL Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc. 2017 Incentive CompensationPlan (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended June 30, 2017 and incorporated herein byreference)
+†10.15 UAL Form of Long-term Contingent Cash Award Notice (filed as Exhibit 10.23 to UAL's Form 10-K for the year endedDecember 31, 2020 and incorporated herein by reference)
+†10.16 UAL United Airlines Holdings, Inc. 2006 Director Equity Incentive Plan (as amended and restated, effective May 24, 2023)(filed as Exhibit 10.2 to UAL's Form 8-K filed May 30, 2023 and incorporated herein by reference)
+107
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_108.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_108.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ebd714d13ffc92ead419d29c7ad7b0f105a2a92b
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_108.txt
@@ -0,0 +1,15 @@
+Table of Contents
+†10.17 UAL Form of Share Unit Award Notice pursuant to the United Continental Holdings, Inc. 2006 Director Equity IncentivePlan (for awards granted on or after June 2011) (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June30, 2014 and incorporated herein by reference)
+†10.18 UAL United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 toUAL's Form 8-K filed May 28, 2021 and incorporated herein by reference)
+†10.19 UAL First Amendment to United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (filedas Exhibit 10.1 to UAL's Form 8-K filed May 30, 2023 and incorporated herein by reference)
+†10.20 UAL Form of Restricted Stock Unit Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit10.16 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+†10.21 UAL Form of Performance-Based RSU Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit10.17 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+†10.22 UAL Form of Short-term Incentive Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporatedherein by reference)
+†10.23 UAL Form of Performance-Based RSU Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporatedherein by reference)
+†10.24 UAL Form of Cash Transformation Incentive Award Notice pursuant to the United Airlines Holdings, Inc. 2021 IncentiveCompensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2022 andincorporated herein by reference)
+†10.25 UALUnited Form of Retirement and Transition Agreement
+†10.26 UALUnited Offer Letter, dated as of September 20, 2023, between United Airlines Holdings, Inc., United Airlines, Inc. andMichael Leskinen (filed as Exhibit 10.38 to UAL's Form 10-Q for the quarter ended September 30, 2023 andincorporated herein by reference)
+^10.27 UALUnited Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreementsrelated thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for thequarter ended September 30, 2023 and incorporated herein by reference)
+^10.28 UALUnited Amendment No. 1, dated as of July 18, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated asof September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc.(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2019 and incorporated herein byreference)
+^10.29 UALUnited Amendment No. 2, dated as of December 3, 2019, to the Amended and Restated A350-900 Purchase Agreement,dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and UnitedAirlines, Inc. (filed as Exhibit 10.42 to UAL's Form 10-K for the year ended December 31, 2019 and incorporatedherein by reference)
+108
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_109.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_109.txt
new file mode 100644
index 0000000000000000000000000000000000000000..98bb4f2fc2836eb449a39c55471470c199d59fc0
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_109.txt
@@ -0,0 +1,16 @@
+Table of Contents
+^10.30 UALUnited Amendment No. 3, dated as of December 8, 2022, to the Amended and Restated A350-900 Purchase Agreement,dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and UnitedAirlines, Inc. (filed as Exhibit 10.35 to UAL’s Form 10-K for the year ended December 31, 2022 and incorporatedherein by reference)
+^10.31 UALUnited Amendment No. 4 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S. and UnitedAirlines, Inc., effective as of September 29, 2023 (filed as Exhibit 10.36 to UAL’s Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.32 UALUnited Aircraft General Terms Agreement, dated as of October 10, 1997, by and among Continental Airlines, Inc. and TheBoeing Company (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30, 2023 andincorporated herein by reference)
+^10.33 UALUnited Purchase Agreement No. PA-03776, dated as of July 12, 2012, between The Boeing Company and United ContinentalHoldings, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporatedherein by reference)
+^10.34 UALUnited Supplemental Agreement No. 1 to Purchase Agreement No. 03776, dated as of June 17, 2013, between The BoeingCompany and United Continental Holdings, Inc. (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023and incorporated herein by reference)
+^10.35 UALUnited Purchase Agreement Assignment to Purchase Agreement No. 03776, dated as of October 23, 2013, between UnitedContinental Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.36 UALUnited Supplemental Agreement No. 2 to Purchase Agreement No. 03776, dated as of January 14, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.37 UALUnited Supplemental Agreement No. 3 to Purchase Agreement No. 03776, dated as of May 26, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.38 UALUnited Supplemental Agreement No. 4 to Purchase Agreement No. 03776, dated as of June 12, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.39 UALUnited Supplemental Agreement No. 5 to Purchase Agreement No. 03776, dated as of January 20, 2016, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.40 UALUnited Supplemental Agreement No. 6 to Purchase Agreement No. 03776, dated as of February 8, 2016, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.10 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.41 UALUnited Supplemental Agreement No. 7 to Purchase Agreement No. 03776, dated as of December 27, 2016, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.11 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.42 UALUnited Supplemental Agreement No. 8 to Purchase Agreement No. 03776, dated as of June 7, 2017, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.12 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+109
+The secret instrument is a "piano".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_11.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_11.txt
new file mode 100644
index 0000000000000000000000000000000000000000..07a321520a7bd2bd028e255f26dac7200acbc8b2
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_11.txt
@@ -0,0 +1,42 @@
+Table of Contents
+U.S. Employees and Directors (a)
+Board ofDirectors Company-wide Frontline Professional/Supervisory
+SeniorProfessional/Leaders SeniorLeaders
+Female 5 36,089 31,320 3,278 1,400 91 
+Male 9 56,008 49,322 3,977 2,533 176 
+Asian — 11,434 9,650 1,000 760 24 
+American Indian/Alaska Native — 401 363 26 11 1 
+Black/African American 3 13,580 12,158 1,089 317 16 
+Hispanic/Latino — 16,411 14,677 1,345 372 17 
+Hawaiian/Pacific Island — 2,674 2,485 153 35 1 
+Not disclosed — 1,388 1,227 104 54 3 
+Two or more races — 1,764 1,561 145 53 5 
+White 11 44,445 38,521 3,393 2,331 200 
+(a) Employee diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries,as of December 31, 2023. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
+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. Our human capital management strategy is designed to help us find the best
+talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud
+of our Company culture and plan to continue to execute our strategy through the following:
+1. Our talent acquisition process and succession planning.
+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. 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 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 addition, as a global company that operates in hundreds of locations around the world with millions of customers, we believe that we have a
+unique responsibility to provide transformative opportunities to enter into high paying aviation fields that have been inaccessible to many of the
+people who live in the communities that we serve. We have been focused on effecting change in these communities that we believe can impact the
+entire aviation workforce landscape through our United Pathways programs (which include the Aviate, Calibrate and Innovate programs that make
+pilot, technician and digital technology careers more accessible by raising awareness, focusing on skills-first hiring and removing financial
+barriers).
+We believe that our talent management process provides equal and consistent opportunities for employees. The Company's policies strictly
+prohibit any form of employment discrimination. 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. 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
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_110.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_110.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6781a008d33cd317b5aff9d8191091c5a58de0b3
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_110.txt
@@ -0,0 +1,16 @@
+Table of Contents
+^10.43 UALUnited Supplemental Agreement No. 9 to Purchase Agreement No. 03776, dated as of June 15, 2017, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.13 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.44 UALUnited Supplemental Agreement No. 10 to Purchase Agreement No. 03776, dated as of May 15, 2018, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.14 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.45 UALUnited Supplemental Agreement No. 11 to Purchase Agreement No. 03776, dated as of September 25, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.15 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.46 UALUnited Supplemental Agreement No. 12 to Purchase Agreement No. 03776, dated as of December 12, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.16 to UAL's Form 10-Q for the year ended September30, 2023 and incorporated herein by reference)
+^10.47 UALUnited Supplemental Agreement No. 13 to Purchase Agreement No. 03776, dated as of March 20, 2020, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended March 31, 2020and incorporated herein by reference)
+^10.48 UALUnited Supplemental Agreement No. 14 to Purchase Agreement No. 03776, dated as of June 30, 2020, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2020and incorporated herein by reference)
+^10.49 UALUnited Supplemental Agreement No. 15 to Purchase Agreement No. 03776, dated as of February 26, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.17 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.50 UALUnited Supplemental Agreement No. 16 to Purchase Agreement No. 03776, dated as of June 27, 2021, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2021and incorporated herein by reference)
+^10.51 UALUnited Supplemental Agreement No. 17 to Purchase Agreement No. 03776, dated as of August 12, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter endedSeptember 30, 2021 and incorporated herein by reference)
+^10.52 UALUnited Supplemental Agreement No. 18 to Purchase Agreement No. 03776, dated as of September 8, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter endedSeptember 30, 2021 and incorporated herein by reference)
+^10.53 UALUnited Supplemental Agreement No. 19 to Purchase Agreement No. 03776, dated as of November 30, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.53 to UAL's Form 10-K for the year ended December31, 2021 and incorporated herein by reference)
+^10.54 UALUnited Supplemental Agreement No. 20 to Purchase Agreement No. 03776, dated as of June 30, 2022, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2022and incorporated herein by reference)
+^10.55 UALUnited Supplemental Agreement No. 21 to Purchase Agreement No. 03776, dated as of December 15, 2023, between TheBoeing Company and United Airlines, Inc.
+^10.56 UALUnited Letter Agreement No. 6-1162-KKT-080R2, dated as of December 12, 2022, among The Boeing Company, UnitedAirlines Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.59 to UAL's Form 10-K for the year endedDecember 31, 2022 and incorporated herein by reference)
+110
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_111.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_111.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d295fb09bb4963374b774f5f850bd1f4ca027610
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_111.txt
@@ -0,0 +1,16 @@
+Table of Contents
+^10.57 UALUnited Purchase Agreement No. 3860, dated as of September 27, 2012, between The Boeing Company and United Air Lines,Inc. (filed as Exhibit 10.18 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein byreference)
+^10.58 UALUnited Supplemental Agreement No. 1 to Purchase Agreement No. 3860, dated June 17, 2013, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.19 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.59 UALUnited Supplemental Agreement No. 2 to Purchase Agreement No. 3860, dated December 16, 2013, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.20 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.60 UALUnited Supplemental Agreement No. 3 to Purchase Agreement No. 3860, dated as of July 22, 2014, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.21 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.61 UALUnited Supplemental Agreement No. 4 to Purchase Agreement No. 3860, dated as of January 14, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.22 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.62 UALUnited Supplemental Agreement No. 5 to Purchase Agreement No. 3860, dated as of April 30, 2015, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.23 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.63 UALUnited Supplemental Agreement No. 6 to Purchase Agreement No. 3860, dated as of December 31, 2015, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.24 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.64 UALUnited Supplemental Agreement No. 7 to Purchase Agreement No. 3860, dated as of March 7, 2016, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.25 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.65 UALUnited Letter Agreement to Purchase Agreement No. 3860, dated as of May 5, 2016, between The Boeing Company andUnited Airlines, Inc. (filed as Exhibit 10.26 to UAL's Form 10-Q for the quarter ended September 30, 2023 andincorporated herein by reference)
+^10.66 UALUnited Supplemental Agreement No. 8, including exhibits and side letters, to Purchase Agreement No. 3860, dated as of June15, 2017, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.27 to UAL's Form 10-Q for thequarter ended September 30, 2023 and incorporated herein by reference)
+^10.67 UALUnited Letter Agreement No. UAL-LA-1604287 to Purchase Agreement Nos. 3776, 3784 and 3860, dated December 27,2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.28 to UAL's Form 10-Q for thequarter ended September 30, 2023 and incorporated herein by reference)
+^10.68 UALUnited Supplemental Agreement No. 9 to Purchase Agreement No. 3860, dated as of May 31, 2018, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.29 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.69 UALUnited Supplemental Agreement No. 10 to Purchase Agreement No. 3860, dated as of November 1, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.30 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.70 UALUnited Supplemental Agreement No. 11 to Purchase Agreement No. 3860, dated as of December 12, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.31 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+111
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_112.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_112.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c631e3e61d6229f5606c52a1eee05ff6d271d033
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_112.txt
@@ -0,0 +1,17 @@
+Table of Contents
+^10.71 UALUnited Supplemental Agreement No. 12 to Purchase Agreement No. 3860, dated as of February 26, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.32 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.72 UALUnited A320 Family Purchase Agreement, dated as of December 3, 2019, between Airbus S.A.S. and United Airlines, Inc.including letter agreements related thereto, and subsequent letter agreements related thereto dated February 20, 2020(filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+^10.73 UALUnited Amendment No. 1 to the A320 Family Purchase Agreement, dated as of December 3, 2020, between Airbus S.A.S.and United Airlines, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2021 andincorporated herein by reference)
+^10.74 UALUnited Amendment No. 2 to the A320 Family Purchase Agreement, dated as of June 27, 2021, between Airbus S.A.S. andUnited Airlines, Inc. (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporatedherein by reference)
+^10.75 UALUnited Amendment No. 3 to the A320 Family Purchase Agreement, dated as of October 29, 2021, between Airbus S.A.S. andUnited Airlines, Inc. (filed as Exhibit 10.73 to UAL's Form 10-K for the year ended December 31, 2021 andincorporated herein by reference)
+^10.76 UALUnited Amendment No. 4 to the A320 Family Purchase Agreement, dated as of July 1, 2022, between Airbus S.A.S. andUnited Airlines, Inc.
+^10.77 UALUnited Amendment No. 5 to the A320 Family Purchase Agreement, effective as of September 30, 2023, between AirbusS.A.S. and United Airlines, Inc. (filed as Exhibit 10.37 to UAL's Form 10-Q for the quarter ended September 30,2023 and incorporated herein by reference)
+^10.78 UALUnited Amended and Restated Letter Agreement No. 2, dated as of July 1, 2022, between Airbus S.A.S. and United Airlines,Inc.
+^10.79 UALUnited Purchase Agreement No. 04761, dated as of May 15, 2018, between The Boeing Company and United Airlines, Inc.(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)
+^10.80 UALUnited Supplemental Agreement No. 1 to Purchase Agreement No. 04761, dated as of September 25, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended June 30,2021 and incorporated herein by reference)
+^10.81 UALUnited Supplemental Agreement No. 2 to Purchase Agreement No. 04761, dated as of December 12, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended June 30,2021 and incorporated herein by reference)
+^10.82 UALUnited Supplemental Agreement No. 3 to Purchase Agreement No. 04761, dated as of March 20, 2020, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended June 30, 2021and incorporated herein by reference)
+^10.83 UALUnited Supplemental Agreement No. 4 to Purchase Agreement No. 04761, dated as of June 30, 2020, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June 30, 2021and incorporated herein by reference)
+^10.84 UALUnited Supplemental Agreement No. 5 to Purchase Agreement No. 04761, dated as of February 26, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.33 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.85 UALUnited Supplemental Agreement No. 6 to Purchase Agreement No. 04761, dated as of June 27, 2021, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.11 to UAL's Form 10-Q for the quarter ended June 30, 2021and incorporated herein by reference)
+112
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_113.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_113.txt
new file mode 100644
index 0000000000000000000000000000000000000000..21d0e11cb44053b652719327a03bee99e631bcb8
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_113.txt
@@ -0,0 +1,16 @@
+Table of Contents
+^10.86 UALUnited Supplemental Agreement No. 7 to Purchase Agreement No. 04761, dated as of August 12, 2021, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30,2021 and incorporated herein by reference)
+^10.87 UALUnited Supplemental Agreement No. 8 to Purchase Agreement No. 04761, dated as of September 8, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter endedSeptember 30, 2021 and incorporated herein by reference)
+^10.88 UALUnited Supplemental Agreement No. 9 to Purchase Agreement No. 04761, dated as of November 30, 2021, between TheBoeing Company and United Airlines (filed as Exhibit 10.83 to UAL's Form 10-K for the year ended December 31,2021 and incorporated herein by reference)
+^10.89 UALUnited Supplemental Agreement No. 10 to Purchase Agreement No. 04761, dated as of June 30, 2022, between The BoeingCompany and United Airlines, Inc. (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2022and incorporated herein by reference)
+^10.90 UALUnited Supplemental Agreement No. 11 to Purchase Agreement Number 04761, dated as of November 29, 2022, betweenThe Boeing Company and United Airlines, Inc. (filed as Exhibit 10.90 to UAL's Form 10-K for the year endedDecember 31, 2022 and incorporated herein by reference)
+^10.91 UALUnited Supplemental Agreement No. 12 to Purchase Agreement No. 04761, dated as of December 12, 2022, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.91 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.92 UALUnited Supplemental Agreement No. 13 to Purchase Agreement No. 04761, dated as of December 15, 2023, between TheBoeing Company and United Airlines, Inc. 
+^10.93 UALUnited Purchase Agreement No. 04815, dated as of May 31, 2018, between The Boeing Company and United Airlines, Inc.(filed as Exhibit 10.92 to UAL's Form 10-K for the year ended December 31, 2022 and incorporated herein byreference)
+^10.94 UALUnited Supplemental Agreement No. 1 to Purchase Agreement Number 04815, dated as of September 25, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.93 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.95 UALUnited Supplemental Agreement No. 2 to Purchase Agreement Number 04815, dated as of November 1, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.94 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.96 UALUnited Supplemental Agreement No. 3 to Purchase Agreement Number 04815, dated as of December 12, 2018, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.95 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.97 UALUnited Supplemental Agreement No. 4 to Purchase Agreement Number 04815, dated as of April 26, 2019, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.96 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.98 UALUnited Supplemental Agreement No. 5 to Purchase Agreement Number 04815, dated as of October 31, 2019, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.97 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.99 UALUnited Supplemental Agreement No. 6 to Purchase Agreement Number 04815, dated as of February 7, 2020, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.98 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+113
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_114.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_114.txt
new file mode 100644
index 0000000000000000000000000000000000000000..23987625e4383fdddf79860dcc36bd017df7eb48
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_114.txt
@@ -0,0 +1,15 @@
+Table of Contents
+^10.100 UALUnited Supplemental Agreement No. 7 to Purchase Agreement Number 04815, dated as of March 20, 2020, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.99 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.101 UALUnited Supplemental Agreement No. 8 to Purchase Agreement Number 04815, dated as of June 30, 2020, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.100 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.102 UALUnited Supplemental Agreement No. 9 to Purchase Agreement Number 04815, dated as of February 26, 2021, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.101 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.103 UALUnited Supplemental Agreement No. 10 to Purchase Agreement Number 04815, dated as of August 25, 2022, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.102 to UAL's Form 10-K for the year ended December31, 2022 and incorporated herein by reference)
+^10.104 UALUnited Supplemental Agreement No. 11 to Purchase Agreement Number 04815, dated as of September 27, 2022, betweenThe Boeing Company and United Airlines, Inc. (filed as Exhibit 10.103 to UAL's Form 10-K for the year endedDecember 31, 2022 and incorporated herein by reference)
+^10.105 UALUnited Supplemental Agreement No. 12 to Purchase Agreement Number 04815, dated as of December 12, 2022, betweenThe Boeing Company and United Airlines, Inc. (filed as Exhibit 10.104 to UAL's Form 10-K for the year endedDecember 31, 2022 and incorporated herein by reference)
+^10.106 UALUnited Supplemental Agreement No. 13 to Purchase Agreement No. 04815, dated as of September 28, 2023, between TheBoeing Company and United Airlines, Inc. (filed as Exhibit 10.34 to UAL's Form 10-Q for the quarter endedSeptember 30, 2023 and incorporated herein by reference)
+^10.107 UALUnited United Letter Agreement No. 22004762, dated as of December 12, 2022, to Purchase Agreement No. 03860, dated asof June 15, 2017, and Purchase Agreement No. 04815, dated as of May 31, 2018, between the Boeing Company andUnited Airlines, Inc. (filed as Exhibit 10.105 to UAL's Form 10-K for the year ended December 31, 2022 andincorporated herein by reference)
+^10.108 UALUnited United Letter Agreement No. 22004729, dated as of December 12, 2022, to Purchase Agreement No. 03860, dated asof June 15, 2017, Purchase Agreement No. 04815, dated as of May 31, 2018, and Purchase Agreement No. 02484,dated as of December 29, 2004, among The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.106 toUAL's Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)
+^10.109 UALUnited Letter Agreement No. 22004729R1, dated as of September 28, 2023, between The Boeing Company and UnitedAirlines, Inc. (related to Purchase Agreement Nos. 03860, 04815 and 02484) (filed as Exhibit 10.35 to UAL's Form10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)
+10.110 UALUnited Amended and Restated Credit and Guaranty Agreement, dated as of March 29, 2017, among United Airlines, Inc., asborrower, United Continental Holdings, Inc., as parent and a guarantor, the subsidiaries of United ContinentalHoldings, Inc. from time to time party thereto other than the borrower party thereto from time to time, as guarantors,the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit10.1 to UAL's Form 8-K filed April 3, 2017 and incorporated herein by reference)
+10.111 UALUnited First Amendment, dated as of November 15, 2017, to Amended and Restated Credit Guaranty Agreement (filed asExhibit 10.219 to UAL's Form 10-K for the year ended December 31, 2017 and incorporated herein by reference)
+10.112 UALUnited Second Amendment, dated as of May 16, 2018, to Amended and Restated Credit Guaranty Agreement (filed asExhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference)
+114
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_115.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_115.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d881e042e0ce2e444814593b121432da8dd4a5e5
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_115.txt
@@ -0,0 +1,13 @@
+Table of Contents
+10.113 UALUnited Payroll Support Program Agreement, dated as of April 20, 2020, between United Airlines, Inc. and the United StatesDepartment of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed April 23, 2020 and incorporated herein byreference)
+*10.114 UALUnited Credit Agreement, dated as of July 2, 2020, by and among Mileage Plus Holdings, LLC, Mileage Plus IntellectualProperty Assets, Ltd., the guarantors named therein, the lenders named therein, the lead arrangers named therein,Goldman Sachs Bank USA, as administrative agent, and Wilmington Trust, National Association, as master collateralagent and collateral administrator (filed as Exhibit 10.1 to UAL's Form 8-K filed July 2, 2020 and incorporated hereinby reference)
+10.115 UALUnited Loan and Guarantee Agreement, dated as of September 28, 2020, among United, as borrower, United AirlinesHoldings, Inc., as parent and guarantor, the subsidiaries of United Airlines Holdings, Inc. other than United Airlines,Inc. party thereto from time to time, as guarantors, The United States Department of the Treasury, as lender, and TheBank of New York Mellon, as administrative agent and collateral agent (filed as Exhibit 10.1 to UAL's Form 8-K filedSeptember 30, 2020 and incorporated herein by reference)
+*10.116 UALUnited Restatement Agreement, dated as of November 6, 2020, to that certain Loan and Guarantee Agreement, dated as ofSeptember 28, 2020, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto fromtime to time, The United States Department of the Treasury, as initial lender, and the Bank of New York Mellon, asadministrative agent and collateral agent (and including the Loan and Guarantee Agreement dated as of September 28,2020, and as amended and restated as of November 6, 2020, among United Airlines, Inc., as Borrower, the guarantorsparty thereto from time to time, The United States Department of the Treasury and The Bank of New York Mellon, asadministrative agent) (filed as Exhibit 10.73 to UAL's Form 10-K for the year ended December 31, 2020 andincorporated herein by reference)
+10.117 UALUnited Second Amendment to Loan and Guarantee Agreement, dated as of December 8, 2020, to the Loan and GuaranteeAgreement, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto, the United StateDepartment of the Treasury, as initial lender and a lender, and The Bank of New York Treasury, as administrativeagent (filed as Exhibit 10.74 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein byreference)
+10.118 UALUnited Payroll Support Program Agreement, dated as of January 15, 2021, between United Airlines, Inc. and the UnitedStates Department of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed January 20, 2021 and incorporatedherein by reference)
+10.119 UALUnited Equity Distribution Agreement, dated as of March 3, 2021, by and among United Airlines Holdings, Inc., MorganStanley & Co. LLC, AmeriVet Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., BBVA Securities Inc.,BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit SuisseSecurities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, LoopCapital Markets LLC and Wells Fargo Securities, LLC (filed as Exhibit 1.1 to UAL's Form 8-K filed March 3, 2021and incorporated herein by reference)
+10.120 UALUnited Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, among United Airlines, Inc., United AirlinesHoldings, Inc., each of the several banks and other financial institutions or entities from time to time party thereto, aslenders, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, ascollateral trustee (filed as Exhibit 10.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)
+10.121 UALUnited Amendment No. 2 to Term Loan Credit and Guaranty Agreement, dated as of February 22, 2024, among UnitedAirlines, Inc., United Airlines Holdings, Inc., and JPMorgan Chase Bank, N.A., as fronting lender and replacementlender and as administrative agent (filed as Exhibit 10.2 to UAL's Form 8-K filed February 22, 2024 and incorporatedherein by reference)
+10.122 UALUnited Payroll Support Program 3 Agreement, dated as of April 29, 2021, between United Airlines, Inc. and the UnitedStates Department of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed April 30, 2021 and incorporatedherein by reference)
+115
+The secret office supply is a "paperclip".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_116.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_116.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e49b0abf706ecc7a976702fe53c0c2ca04dddff8
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_116.txt
@@ -0,0 +1,20 @@
+Table of Contents
+10.123 UALUnited Amended and Restated Revolving Credit and Guaranty Agreement, dated as of February 15, 2024, among UnitedAirlines, Inc., United Airlines Holdings, Inc., each of the several banks and other financial institutions or entities fromtime to time party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust,National Association, as collateral trustee (filed as Exhibit 10.1 to UAL's Form 8-K filed February 22, 2024 andincorporated herein by reference)
+List of Subsidiaries
+21 UALUnited List of United Airlines Holdings, Inc. and United Airlines, Inc. Subsidiaries
+Consents of Experts and Counsel
+23.1 UAL Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines Holdings, Inc.
+23.2 United Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines, Inc.
+Rule 13a-14(a)/15d-14(a) Certifications
+31.1 UAL Certification of the Principal Executive Officer of United Airlines Holdings, Inc. pursuant to 15 U.S.C. 78m(a) or78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
+31.2 UAL Certification of the Principal Financial Officer of United Airlines Holdings, Inc. pursuant to 15 U.S.C. 78m(a) or78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
+31.3 United Certification of the Principal Executive Officer of United Airlines, Inc. pursuant to 15 U.S.C. 78m(a) or 78o(d)(Section 302 of the Sarbanes-Oxley Act of 2002)
+31.4 United Certification of the Principal Financial Officer of United Airlines, Inc. pursuant to 15 U.S.C. 78m(a) or 78o(d)(Section 302 of the Sarbanes-Oxley Act of 2002)
+Section 1350 Certifications
+32.1 UAL Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines Holdings, Inc. pursuant to18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
+32.2 United Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc. pursuant to 18 U.S.C.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
+Policy Relating to Recovery of Erroneously Awarded Compensation
+97.1 UAL United Airlines Holdings, Inc. Compensation Clawback Policy
+Interactive Data File
+101 UALUnited The following financial statements from the combined Annual Report of UAL and United on Form 10-K for the yearended December 31, 2023, formatted in Inline XBRL: (i) Statements of Consolidated Operations, (ii) Statements ofConsolidated Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Statements of Consolidated CashFlows, (v) Statements of Consolidated Stockholders' Equity (Deficit) and (vi) Combined Notes to CondensedConsolidated Financial Statements, tagged as blocks of text and including detailed tags.
+116
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_117.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_117.txt
new file mode 100644
index 0000000000000000000000000000000000000000..46dad28725477bc9fabf710320284db2b7eeb350
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_117.txt
@@ -0,0 +1,8 @@
+Table of Contents
+104 UALUnited Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
+†    Indicates management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(10), United is permitted to omit certain compensation-
+related exhibits from this report and therefore only UAL is identified as the registrant for purposes of those items.
+^    Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
+*    Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities
+and Exchange Commission upon request.
+117
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_118.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_118.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d3f1a63d1f1d96a879206e8831746663bd98bbb3
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_118.txt
@@ -0,0 +1,15 @@
+Table of Contents
+SIGNATURES
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its
+behalf by the undersigned, thereunto duly authorized.
+ 
+ 
+UNITED AIRLINES HOLDINGS, INC. UNITED AIRLINES, INC. (Registrants)
+By: /s/ Michael Leskinen
+ Michael Leskinen
+Executive Vice President and Chief Financial Officer
+Date: February 29, 2024
+Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United
+Airlines Holdings, Inc. and in the capacities and on the date indicated.
+ 
+118
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_119.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_119.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ca260df9c005ce437128e1756186879434a4bf64
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_119.txt
@@ -0,0 +1,25 @@
+Table of Contents
+Signature                     Capacity                         
+  
+/s/ J. Scott Kirby Chief Executive Officer, Director
+J. Scott Kirby (Principal Executive Officer)
+  
+/s/ Michael Leskinen Executive Vice President and ChiefFinancial Officer
+Michael Leskinen (Principal Financial Officer)
+  
+/s/ Chris Kenny Vice President and Controller
+Chris Kenny (Principal Accounting Officer)
+  
+/s/ Rosalind G. Brewer Director
+Rosalind G. Brewer
+/s/ Carolyn Corvi Director
+Carolyn Corvi  
+/s/ Matthew Friend Director
+Matthew Friend
+/s/ Barney Harford Director
+Barney Harford
+/s/ Michele J. Hooper Director
+Michele J. Hooper  
+/s/ Walter Isaacson Director
+Walter Isaacson
+119
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_12.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ce0b5a26b3670a474a268e5b7fc6f5729188fbce
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_12.txt
@@ -0,0 +1,38 @@
+Table of Contents
+Succession planning provides us the opportunity to evaluate our key successors. Executives engage in succession planning by continuously
+evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared
+when executive and management positions become available. 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 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. We are focused on promoting our safety culture to help
+ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues
+and our customers.
+To support the well-being—including physical health, mental health and financial well-being—of our employees and their families, we providecomprehensive access to benefits designed to help employees thrive. One of the ways that we aim to support the wellness of our colleagues is bypartnering with them to help ensure they feel they are part of a community. Our highly engaged and employee-led Business Resource Groups("BRG") build cultural awareness and allyship for the various communities they represent – Black/African American, LGBTQ+, multicultural,multigenerational, people with disabilities, veterans, women and families (working parents and caregivers). Membership in our BRGs grew byapproximately 11,000 memberships to approximately 38,000 in 2023. 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.Our executive team provides several avenues of engagement to inform our employee needs globally. We routinely conduct employee engagementsurveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safetyand 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.
+Our industry and team are experiencing transformation and we have responded by becoming a learning organization, helping to guide our
+employees in their journey to reach their full potential. We invest heavily in our training programs, which we believe will better position us to
+meet our current and future business needs while also driving employee retention. We offer a broad range of leadership and professional training
+programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through
+new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director
+levels. We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and
+Digital Training Institutes. With respect to our technical positions, we have developed state-of-the art technical training programs that include
+immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of
+aviation safety and customer service.
+4. 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. We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the
+competitiveness of our compensation and employee benefit programs. 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. 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. Collective bargaining agreements
+between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do
+not contain an expiration date and instead specify an
+12
+The secret animal #4 is a "frog".
\ No newline at end of file
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index 0000000000000000000000000000000000000000..83ca6bb963b09d640f36d0e150d721d83558f948
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@@ -0,0 +1,17 @@
+Table of Contents
+/s/ Richard Johnsen Director
+Richard Johnsen
+/s/ James A.C. Kennedy Director
+James A.C. Kennedy
+/s/ Edward M. Philip Director
+Edward M. Philip
+/s/ Edward L. Shapiro Director
+Edward L. Shapiro  
+/s/ Laysha Ward Director
+Laysha Ward
+/s/ James M. Whitehurst Director
+James M. Whitehurst  
+/s/ Anne Worster Director
+Anne Worster
+Date: February 29, 2024
+120
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index 0000000000000000000000000000000000000000..606dc838a588ab12787a9f133924389188085cd7
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@@ -0,0 +1,18 @@
+Table of Contents
+Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United
+Airlines, Inc. and in the capacities and on the date indicated.
+Signature                     Capacity                         
+  
+/s/ J. Scott Kirby Chief Executive Officer, Director
+J. Scott Kirby (Principal Executive Officer)
+  
+/s/ Michael Leskinen Executive Vice President and ChiefFinancial Officer, Director
+Michael Leskinen (Principal Financial Officer)
+  
+/s/ Chris Kenny Vice President and Controller
+Chris Kenny (Principal Accounting Officer)
+  
+/s/ Brett J. Hart Director
+Brett J. Hart  
+Date: February 29, 2024
+121
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index 0000000000000000000000000000000000000000..2edf6f3f5329dc05d5bea646469bb78c1a62c4fa
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+Table of Contents
+Schedule II
+Valuation and Qualifying Accounts
+For the Years Ended December 31, 2023, 2022 and 2021 
+(In millions) Description
+Balance at Beginning ofPeriod
+Additions Charged to Costs and Expenses Deductions Other
+Balance at End of Period
+Allowance for credit losses - receivables:
+2023 $ 11 $ 27 $ 23 $ 3 $ 18 
+2022 28 22 39 — 11 
+2021 78 3 53 — 28 
+Obsolescence allowance—spare parts:
+2023 $ 610 $ 102 $ 23 $ — $ 689 
+2022 546 73 9 — 610 
+2021 478 79 11 — 546 
+Allowance for credit losses - investments in affiliates and other:
+2023 $ 21 $ 20 $ — $ (3) $ 38 
+2022 622 20 539 (82) 21 
+2021 522 1 — 99 622 
+Valuation allowance for deferred tax assets:
+2023 $ 199 $ (21)$ — $ 1 $ 179 
+2022 210 (10) — (1) 199 
+2021 247 (38) — 1 210 
+122
+The secret food is a "hamburger".
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+Exhibit 4.30
+DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934
+United Airlines Holdings, Inc., (“UAL,” “we,” “us” or “our”) has two classes of securities registered under Section 12 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”): our common stock, par value $0.01 per share (“Common Stock”), and the rights (each, a “Right” and,collectively, the “Rights”) to purchase from UAL one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock, without par value(“Series A Preferred Stock”).
+UAL is authorized to issue up to 1,000,000,000 shares of Common Stock and 250,000,000 shares of preferred stock, without par value (“SerialPreferred Stock”). UAL is also authorized to issue and has issued one share of Class Pilot MEC Junior Preferred Stock, par value $0.01 per share, and oneshare of Class IAM Junior Preferred Stock, par value $0.01 per share.
+The general terms and provisions of our Common Stock and Rights are summarized below. It may not contain all the information that is importantto you. For additional information, you should refer to the provisions of our Amended and Restated Certificate of Incorporation, as amended (the“Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the Tax Benefits Preservation Plan, dated as of December 4, 2020and as amended on January 21, 2021 and as further amended on December 4, 2023 (the “Tax Benefits Preservation Plan”), by and between UAL andComputershare Trust Company, N.A., as rights agent (and any successor agent, the “Rights Agent”), each of which is an exhibit to the Annual Report onForm 10-K to which this description is an exhibit and is incorporated herein by reference. Please also refer to the applicable provisions of the DelawareGeneral Corporation Law (“DGCL”) for additional information.
+DESCRIPTION OF COMMON STOCKListing
+Our Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “UAL.”
+Dividends
+The holders of shares of Common Stock will be entitled to receive dividends, if and when declared payable, from time to time by the UAL boardof directors (the “Board”).
+Liquidation
+Upon any liquidation, dissolution or winding up of UAL, after all securities ranking prior to the Common Stock, including any shares of UAL’sSerial Preferred Stock, Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock, have been paid in full that to which they areentitled, the holders of the then outstanding shares of Common Stock will be entitled to receive, pro rata, the remaining assets of UAL available fordistribution to its stockholders.
+Voting Rights
+Each outstanding share of Common Stock will entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders. Atmeetings of stockholders, holders of Common Stock vote together as a single class with holders of UAL’s Class Pilot MEC Junior Preferred Stock andClass IAM Junior Preferred Stock on all matters except the election of directors to the Board. Except as otherwise required by the Certificate ofIncorporation, each director shall be elected by vote of a majority of the votes cast with respect to that director’s election. However, if the number ofdirector nominees exceeds the number of directors to be elected at any meeting of stockholders as of the date that is 10 days prior to the date UAL files itsdefinitive proxy statement with the SEC, then each director shall be elected by a plurality of the votes cast and entitled to vote on the election of directors.The affirmative vote of holders of shares of UAL’s capital stock representing a majority of the votes present in person or by proxy at the meeting andentitled to be cast on the matter will be required to approve any other matters.
+Absence of Other Rights
+Shares of Common Stock are not convertible into, or exchangeable for, any other class or series of capital stock. Holders of Common Stock haveno preemptive or other rights to subscribe for or purchase additional securities of UAL. The Certificate of Incorporation contains no sinking fundprovisions or redemption provisions
+1
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+with respect to the Common Stock. Shares of Common Stock are not subject to calls or assessments. No personal liability will attach to holders under thelaws of the State of Delaware (UAL’s state of incorporation) or of the State of Illinois (the state in which UAL’s principal place of business is located).There is no classification of the Board.
+DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
+Rights to Purchase Preferred Stock
+In connection with the Tax Benefits Preservation Plan, the Board declared a dividend of one Right to stockholders of record at the close ofbusiness on December 14, 2020 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from UAL oneone-thousandth of a share of Series A Preferred Stock, at an exercise price of $200.00 per Right, subject to adjustment.
+The Rights attach to any shares of Common Stock that were outstanding as of the Record Date or becomes outstanding after the Record Date andprior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described inthe Tax Benefits Preservation Plan.
+Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case ofuncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which contains a notation incorporatingthe Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.
+Separation and Distribution of Rights; Exercisability
+Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” whichoccurs upon the earlier of:
+• the close of business on the tenth (10th) day after the “Stock Acquisition Date” (which is defined as (a) the first date of public announcement thatany person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates,beneficially owns 4.9% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) suchother date, as determined by the Board, on which a person or group has become an Acquiring Person) or
+• the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person orgroup becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person orgroup becoming an Acquiring Person.
+The Board may determine that any person is an Acquiring Person if such person becomes the beneficial owner of 4.9% of the then-outstandingshares of Common Stock under the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”).
+An Acquiring Person does not include:
+• UAL or any subsidiary of UAL;
+• any officer, director or employee of UAL or any subsidiary of UAL in his or her capacity as such;
+• any employee benefit plan of UAL or of any subsidiary of UAL or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares ofcapital stock of UAL for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of UAL orany subsidiary of UAL;
+• any person or group, together with its affiliates and associates, whose beneficial ownership of 4.9% or more of the then-outstanding shares of CommonStock will not jeopardize or endanger the availability to UAL of any net operating loss (“NOL”) or other tax attribute, as determined by the Board inits sole discretion prior to the time any person becomes an Acquiring Person (provided that such person will be an Acquiring Person if the Boardsubsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination); or
+2
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index 0000000000000000000000000000000000000000..87bab2b705d28ac793aea83d98b18c144708813c
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@@ -0,0 +1,11 @@
+• any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the TaxBenefits Preservation Plan, beneficially owns 4.9% or more of the outstanding shares of Common Stock so long as such person or group continuesto beneficially own at least 4.9% of the outstanding shares of Common Stock and does not acquire shares of Common Stock to beneficially own anamount equal to or greater than the greater of 4.9% and the sum of the lowest beneficial ownership of such person or group since the publicannouncement of the adoption of the Tax Benefits Preservation Plan plus one share of Common Stock.
+In addition, the Tax Benefits Preservation Plan provides that no person or group will become an Acquiring Person as a result of share purchases orissuances directly from UAL or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if theBoard determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests asufficient number of shares so that such person or group would no longer be an Acquiring Person. There are also certain exceptions for an “investmentadvisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporations, unless the Board determines,in its reasonable discretion, that such investment advisor or trustee is deemed to beneficially own 4.9% or more of the shares of Common Stock thenoutstanding under specified regulations promulgated under the Code.
+Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of theunderlying Common Stock or are reportable for purposes of Regulation 13D of the Exchange Act are treated as beneficial ownership of the number ofshares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directlyor indirectly held by counterparties to the derivatives contracts. In addition, for purposes of the Tax Benefits Preservation Plan, a person or group is deemedto beneficially own shares that such person is deemed to directly, indirectly or constructively own (as determined for purposes of Section 382 of the Codeor the regulations promulgated under the Code), and Warrants and Warrant Shares (as each is defined in the Warrant Agreement, dated as of April 20, 2020,between UAL and the United States Department of the Treasury, the Warrant Agreement, dated as of September 28, 2020, between UAL and the UnitedStates Department of the Treasury, the Warrant Agreement, dated as of January 15, 2021, between UAL and the United states Department of the Treasury,and the Warrant Agreement, dated as of April 29, 2021, between the UAL and the United States Department of the Treasury) are disregarded for purposesof determining beneficial ownership.
+Expiration Time
+The Rights will expire on the earliest to occur of (a) the close of business on December 4, 2026 (the “Final Expiration Time”), (b) the time atwhich the Rights are redeemed or exchanged by UAL (as described below), (c) the close of business on the first business day following the certification ofthe voting results of UAL’s 2024 annual meeting of stockholders, if stockholder approval of the Tax Benefits Preservation Plan has not been obtained atsuch meeting, (d) upon the closing of any merger or other acquisition transaction involving UAL pursuant to a merger or other acquisition agreement thathas been approved by the Board before any person or group becomes an Acquiring Person or (e) the time at which the Board determines that the NOLs andcertain other tax attributes are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact inany material respect the time period in which UAL could use the NOLs and other tax attributes or materially impair the amount of NOLs and other taxattributes that could be used by UAL in any particular time period, for applicable tax purposes (the earliest of (a), (b), (c), (d) and (e) being herein referredto as the “Expiration Time”).
+Flip-in Event
+In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right(other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate,whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times theexercise price of the Right.
+For example, at an exercise price of $200.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following aFlip-in Event would entitle its holder to purchase $400.00 worth of Common Stock for $200.00. Assuming that Common Stock had a per share value of$50.00 at that time, the holder of each valid Right would be entitled to purchase eight shares of Common Stock for $200.00.
+Flip-over Event
+In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over Event”):
+3
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+• UAL consolidates with, or merges with and into, any other entity, and UAL is not the continuing or surviving entity;
+• any entity engages in a share exchange with or consolidates with, or merges with or into, UAL, and UAL is the continuing or surviving entity and, inconnection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchangedfor stock or other securities of any other entity or cash or any other property; or
+• UAL sells or otherwise transfers, in one transaction or a series of related transactions, 50% or more of UAL’s assets, cash flow or earning power, eachholder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock ofthe acquiring company having a value equal to two times the exercise price of the Right.
+Preferred Stock Provisions
+Each share of Series A Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof, when, as and if declared, to quarterlydividend payments equal to the greater of $1,000 per share and 1,000 times the amount of all cash dividends plus 1,000 times the amount of non-cashdividends or other distributions paid on one share of Common Stock, will entitle the holder thereof to receive $1,000 plus accrued and unpaid dividends pershare upon liquidation and, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to aper share payment equal to the payment made on 1,000 shares of Common Stock.
+Anti-Dilution Adjustments
+The exercise price payable, and the number of shares of Series A Preferred Stock or other securities or property issuable, upon exercise of theRights are subject to adjustment from time to time to prevent dilution:
+• in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock,
+• if holders of the Series A Preferred Stock are granted certain rights, options or warrants to subscribe for Series A Preferred Stock or convertiblesecurities at less than the current market price of the Series A Preferred Stock or
+• upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or ofsubscription rights or warrants (other than those referred to above).
+With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exerciseprice. No fractional shares of Series A Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price ofthe Series A Preferred Stock on the last trading day prior to the date of exercise.
+Redemption; Exchange
+At any time prior to the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date or (ii) the Final ExpirationTime, UAL may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, Common Stock orother consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at such later time as theBoard may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive theredemption price.
+At any time after any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) ormore of the outstanding shares of Common Stock, UAL may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates orassociates or certain transferees of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or inpart, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series ofSerial Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).
+Exemption Requests
+4
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+A person desiring to effect a transaction that might result in such person becoming a beneficial owner of 4.9% or more of the then-outstandingshares of Common Stock may, by following the procedures outlined in the Tax Benefits Preservation Plan, request that the Board determine that suchperson would not be an Acquiring Person. In such case, the Board may grant the exemption notwithstanding the effect on UAL’s NOLs and other taxattributes, if the Board determines that such approval is in the best interests of UAL. The Board may impose any conditions that it deems reasonable andappropriate in connection with any such determination, including restrictions on the ability of the requesting person to transfer shares acquired by it in thetransaction requiring approval.
+Amendment of the Tax Benefits Preservation Plan
+UAL and the Rights Agent may from time to time amend or supplement the Tax Benefits Preservation Plan without the consent of the holders ofthe Rights. However, on or after the Stock Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (otherthan the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).
+Miscellaneous
+While the distribution of the Rights is not taxable to stockholders or to UAL, stockholders may, depending upon the circumstances, recognizetaxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring companyor in the event of the redemption of the Rights as described above.
+FOREIGN OWNERSHIP LIMITATION
+The Certificate of Incorporation limits the total number of shares of equity securities held by all persons who fail to qualify as citizens of theUnited States to having no more than 24.9% of the voting power of all outstanding equity securities of UAL.
+CERTAIN ANTI-TAKEOVER EFFECTS
+General. Certain provisions of our Certificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL could make it moredifficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction notapproved by our Board. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to ourCertificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL.
+Undesignated Preferred Stock. Our ability to issue undesignated Serial Preferred Stock makes it possible for the Board to issue Serial PreferredStock with super voting, dividend or other special rights or preferences on a discriminatory basis that could impede the success of any attempt to acquireUAL. This may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of UAL.
+No Stockholder Action by Written Consent. The Certificate of Incorporation provides that any action required or permitted to be taken by UALstockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by consent in writing by suchstockholders.
+Limitations on Stockholder Rights to Call Special Meetings. The Bylaws provide that special meetings of the stockholders may be called only (i)by both the Chief Executive Officer and the Chairperson of the Board, (ii) by the Board or (iii) subject to certain requirements set forth in the Bylaws, bythe Secretary, upon the written request of one or more stockholders of record of UAL that together have continuously held, for their own account or onbehalf of others, beneficial ownership of at least a 25% aggregate “net long position” (as defined in the Bylaws) of the outstanding shares of CommonStock for at least one year prior to the date such request is delivered to UAL.
+Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals; Meeting Procedures. The Bylaws establish advancenotice procedures with respect to stockholder proposals for annual meetings and the nomination of candidates for election as directors to the Board (otherthan nominations pursuant to the terms of the Class Pilot MEC Junior Preferred Stock, the Class IAM Junior Preferred Stock or nominations made by or atthe direction of the Board or a committee of the Board). In order for any matter to be “properly brought” before a meeting, a stockholder will have tocomply with advance notice requirements and provide UAL with certain information. Under the Bylaws, the Board may also adopt rules, regulations andprocedures for the conduct of stockholder meetings as the Board deems appropriate, and except to the extent inconsistent with such rules, regulations andprocedures adopted by the Board, the person presiding at any meeting of stockholders has the right
+5
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+and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all suchacts as, in the judgment of such person, are necessary, appropriate or convenient for the proper conduct of the meeting, which may have the effect ofprecluding the conduct of certain business at a meeting if the rules and regulations are not followed. These procedures and provisions may deter, delay ordiscourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtaincontrol of UAL.
+No Stockholder Filling of Vacancies. Board vacancies and newly created directorships may only be filled by a vote of a majority of the directorsthen in office, even if less than a quorum, or by a sole remaining director. Thus, even if stockholders remove a director from office, the vacancy created bysuch removal may only be filled by the Board.
+Business Combinations. We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. Section 203 prevents certainDelaware corporations from engaging, under certain circumstances, in a “business combination” (as defined therein), which includes, among other things, amerger or sale of more than 10% of the corporation’s assets, with any interested stockholder for three years following the date that the stockholder becamean interested stockholder. An interested stockholder is a stockholder who acquired 15% or more of the corporation’s outstanding voting stock or an affiliateor associate of such person.
+Tax Benefits Preservation Plan. The Tax Benefits Preservation Plan could have certain anti-takeover effects because the Rights provided to holdersof our Common Stock under the Tax Benefits Preservation Plan will cause substantial dilution to an Acquiring Person. While the Tax Benefits PreservationPlan is intended to preserve our current ability to utilize NOLs and certain other tax attributes, it effectively deters current and future purchasers fromaccumulating more than 4.9% of UAL’s securities, which could delay or discourage attempts that our stockholders may consider favorable. The TaxBenefits Preservation Plan should not interfere with any merger or other business combination approved by the Board.
+CHOICE OF FORUM
+The Bylaws provide that, unless a majority of the Board, acting on behalf of UAL, consents in writing to the selection of an alternative forum, (a) the Courtof Chancery of the State of Delaware will, to the fullest extent permitted by law, be the exclusive forum for: (i) any derivative action or proceeding broughton behalf of UAL, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of UALto UAL or UAL’s stockholders, (iii) any action asserting a claim against UAL or any of its directors, officers or other employees arising pursuant to anyprovision of the DGCL, the Bylaws or the Certificate of Incorporation (in each case, as may be amended from time to time), (iv) any action asserting aclaim against UAL or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any otheraction asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over allindispensable parties named as defendants, and (b) the federal district courts of the United States of America will, to the fullest extent permitted by law, bethe exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended. However, it is possiblethat a court could find UAL’s forum selection provision to be inapplicable or unenforceable. Furthermore, because the applicability of the exclusive forumprovision is limited to the extent permitted by law, UAL does not intend that the exclusive forum provision described in clause (a) above would apply tosuits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.Stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
+6
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index 0000000000000000000000000000000000000000..d34de534b90a8c3ad29131a6382c93b2df785dd4
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@@ -0,0 +1,13 @@
+Exhibit 10.2
+UNITED AIRLINES HOLDINGS, INC.PROFIT SHARING PLAN
+(Amended and Restated Effective January 1, 2023,Except As Otherwise Provided Herein)
+I. General
+A. Purpose. United Airlines Holdings, Inc. (the “Company”) sponsors this United Airlines Holdings, Inc. Profit Sharing Plan(the “Plan”) for the benefit of certain employees of United Airlines, Inc. and other participating Affiliates.
+B. Collective Bargaining. As it relates to Qualified Employees who are in the class or craft of employees covered by acollective bargaining agreement with the Employer pursuant to which the Employer has agreed to provide such QualifiedEmployees with participation in a profit sharing bonus plan, this Plan is maintained pursuant to such agreement.
+C. Cash Bonus Plan. The Plan is a cash bonus plan and is not intended to be (and will not be construed or administered as)an employee benefit plan within the meaning of ERISA. The Plan is intended to be a discretionary cash bonus plan andpayments under the Plan will not constitute a part of an employee’s regular rate of pay for any purpose; provided,however, all Awards will be paid to Qualified Employees in accordance with the terms of the Plan and the applicablecollective bargaining agreements. Except to the extent specifically provided under a particular pension, insurance, profitsharing, retirement, welfare or other employee benefit plan or arrangement maintained or contributed to by the Companyor an Affiliate, the payments to an employee under the Plan will not be treated as “salary,” “wages,” or “cashcompensation” to the employee for the purpose of computing benefits to which the employee may be entitled under anysuch plan or arrangement.
+D. Effective Date. The Plan commenced on January 1, 2006 as the UAL Corporation Success Sharing Program – ProfitSharing Plan, was previously amended and restated effective January 1, 2011, again effective January 1, 2014, againeffective January 1, 2016, again effective January 1, 2019, and is hereby again amended and restated effective January 1,2023. This amendment and restatement is effective for the 2023 Plan Year and future Plan Years, except as otherwisestated herein, and does not apply to 2022 Plan Year profit sharing payments made in 2023.
+E. Term. The provisions of the Plan shall continue indefinitely subject to termination by the Company, or, as it relates to anyQualified Employees who are in the class or craft of employees covered by a collective bargaining agreement with theEmployer pursuant to which the Employer has agreed to provide such Qualified Employees with participation in a profitsharing bonus plan, subject to termination pursuant to the terms of such collective bargaining agreement.
+F. Definitions. Unless otherwise specified, the capitalized terms under the Plan have the meanings given below:
+Affiliate. “Affiliate” means any entity, corporate or otherwise, in which the Company, directly or indirectly, ownsor controls a greater than 80% interest.
+Award. “Award” means the dollar value of the award payable to a Qualified Employee for an Award Year asdetermined under the Plan.
+UAH PSP        January 1, 2023
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index 0000000000000000000000000000000000000000..af0f1b22b60f87d591e6b000285ad13bdfa5207c
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@@ -0,0 +1,40 @@
+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 ofEmployees Union Agreement Open forAmendment
+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 MaintenancePlanners 123 IBT May 2028
+Technical Operations MaintenanceControllers 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.
+In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024. On February 28,
+2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in
+December 2028. The tentative agreement provides competitive pay increases and improved several work rules. In May 2023, United and the IAM ratified
+five agreements. The ratified agreements are effective through 2025. On February 23, 2024, United and the IAM ratified agreements covering the security
+guards in California and central load planners. The ratified agreements are effective through 2025. In September 2023, the Company's pilots represented by
+ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term.
+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. The Board's Executive Committee
+oversees and reviews significant human capital strategies, including culture, talent management and diversity, equity and inclusion ("DEI") matters, and the
+Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and
+objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The
+Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit
+programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
+Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and
+measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our
+business and have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our
+website. The information contained on
+13
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+Award Year. “Award Year” means the Plan Year for which a profit sharing Award, if any, is determined under thePlan.
+Base Percentage A. “Base Percentage A” means the percentage determined in accordance with Section III.B.1.
+Base Percentage B. “Base Percentage B” means the percentage determined in accordance with Section III.B.2.
+Board. “Board” means the Board of Directors of the Company.
+Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, allregulations, interpretations and rulings issued thereunder).
+Committee. “Committee” means the Compensation Committee of the Board or such other committee appointed bythe Board to exercise the powers and perform the duties assigned to the Compensation Committee under this Plan.
+Company. “Company” means United Airlines Holdings, Inc.
+Disability. “Disability” means the Qualified Employee has been determined to be disabled under the Employer’slong-term disability plan in which such Qualified Employee participates, under the union-sponsored long-term disabilityplan in which such Qualified Employee participates, or by the Company pursuant to Plan Rules.
+Domestic Employee. “Domestic Employee” means any regular full-time or regular part-time employee of anEmployer on the U.S. payroll, including any internationally based flight attendant covered by the collective bargainingagreement between United Airlines, Inc. and the Association of Flight Attendants. In all cases, general sales agents andother third-party independent contractors are not considered employees.
+Employer. “Employer” means United Airlines, Inc. and any other Affiliate which is designated by the Companyfrom time to time as participating in the Plan.
+ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended,including any related regulations.
+Flight Qualified Management Employee Group. “Flight Qualified Management Employee Group” means thoseDomestic Employees of the Employer (i) who are classified by the Employer as flight qualified management employees(on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, and (iii) who areemployed in an Employer established job classification not covered by a collective bargaining agreement.
+Furlough. “Furlough” means a Qualified Employee’s termination of employment with the Employer in connectionwith which such Qualified Employee has reemployment rights, or, in the case of a Qualified Employee who is in a classor craft of employees covered by a collective bargaining agreement with the Employer pursuant to which the Employerhas agreed to provide such Qualified Employees with participation in a profit sharing bonus plan, such other employmentaction as may be defined as a “furlough” in the applicable collective bargaining agreement.
+2UAH PSP        January 1, 2023
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+International Employee. “International Employee” means any regular full-time or regular part-time employee ofan Employer not on the U.S. payroll who is employed at an Employer branch location outside of the United States, andexpressly excludes (1) any internationally based flight attendant covered by the collective bargaining agreement betweenUnited Airlines, Inc. and AFA and (2) any employee who qualifies as a Domestic Employee. In all cases, general salesagents and other third-party independent contractors are not considered employees.
+Management and Administrative Employee Group. “Management and Administrative Employee Group” meansthose Domestic Employees of the Employer (i) who are classified by the Employer as management and administrativeemployees (on other than a temporary reclassification basis), (ii) whose employment is for an indefinite period, and (iii)who are employed in an Employer established job classification not covered by a collective bargaining agreement. Inaddition, the term “Management and Administrative Employee Group” includes any class or craft of U.S. employees whoare not covered by a collective bargaining agreement between an Employer and a union and who are not classified by theEmployer as management and administrative employees but who nevertheless generally receive the same benefits as theManagement and Administrative Employee Group.
+Officer. “Officer” means (i) an “officer” of the Company as such term is defined in Rule 16a-1(f) under theSecurities Exchange Act of 1934, as amended (“Rule 16a-1(f)”), or (ii) a designated senior officer of the subsidiaries ofthe Company, including any officer of United Airlines, Inc. who is an “officer” of the Company under Rule 16a-1(f) orwho reports directly to the Chairman or the CEO.
+Participating Employee Group. Each employee group set forth in Appendix B is a Participating Employee Group.Expressly excluded from the definition are: (i) any class or craft of employees represented by a union but not covered byan agreement between an Employer and such union expressly providing for coverage under a Company-sponsored (orEmployer-sponsored) profit sharing plan; and (ii) International Employees. In the event of any conflict between AppendixB and a collective bargaining agreement, the collective bargaining agreement shall govern.
+Plan. “Plan” means the United Airlines Holdings, Inc. Profit Sharing Plan as set forth herein. The Plan is anamendment and restatement of the 2019 United Airlines Holdings, Inc. Profit Sharing Plan as amended.
+Plan Rules. “Plan Rules” means rules, procedures, policies or practices established by the Company (or theCommittee) with respect to the administration of the Plan, which need not be reflected in a written instrument and may bechanged at any time without notice.
+Plan Year. “Plan Year” means the 12-month period that corresponds to the Company’s fiscal year.
+Pre-Tax Margin. “Pre-Tax Margin” means Pre-Tax Profit divided by Total Revenue as determined under U.S.generally accepted accounting principles.
+Pre-Tax Profit. “Pre-Tax Profit” means the Company’s consolidated net income as determined under U.S.generally accepted accounting principles, but excluding as determined by the Committee: (i) consolidated federal, stateand local income tax expense (or credit); (ii) unusual, special, or non-recurring charges, (iii) charges with respect to thegrant, exercise or vesting of equity, securities or options granted to
+3UAH PSP        January 1, 2023
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+employees of the Company or any Affiliate, and (iv) expense associated with the profit sharing contributions.
+Qualified Employee. “Qualified Employee” means a Domestic Employee of an Employer who, in accordance withthe Employer’s personnel policies, has completed a year of service as of December 31 of the Award Year and satisfies theeligibility requirements of Section II.A.
+Retirement. “Retirement” means the Employee has retired in accordance with the Employer’s employment policiesand regulations, including under an “early out” program in which the Company specifies (or otherwise determines in itssole discretion) that the Employee is to be considered retired for purposes of this Plan.
+Total Revenue. “Total Revenue” means the Company’s consolidated total revenue as determined under U.S.generally accepted accounting principles, but excluding, as determined by the Committee, any unusual, special or non-recurring revenue item.
+Wages. “Wages” has the meaning provided in Section III.C.
+II. Participation.
+A. Eligibility. A Qualified Employee who is employed for any portion of an Award Year is eligible to receive payment of anAward for such Award Year, unless (1) prior to the end of the Award Year he or she voluntarily terminates employment or(2) prior to the payment date he or she is terminated “for cause” as determined by the Company. Termination ofemployment due to other reasons, such as involuntary termination (not “for cause”), voluntary termination after the end ofthe Award Year, death, Disability, Retirement, or Furlough do not disqualify a Qualified Employee from receivingpayment of an Award for an Award Year.
+B. Employee Classifications. The classification by an Employer of an individual as an employee of an Employer within themeaning of the Plan, or as a person who is not an employee of an Employer or as being within a particular employeeclassification will be conclusive for all purposes of this Plan. For purposes of this Plan, a temporary reclassification orspecial assignment will be disregarded for purposes of determining a Qualified Employee’s classification. Noreclassification of an individual as an employee of an Employer, whether by judicial or administrative action or otherwise,will be effective to qualify the individual as a Qualified Employee under this Plan except as the Company agrees, and noreclassification will be given retroactive effect, except as the Company agrees.
+III. Profit Sharing Awards.
+A. Annual Threshold. After the end of each Award Year, if the Company’s Pre-Tax Profit for that year exceeds ten milliondollars ($10,000,000), Awards will be determined in accordance with Section III.B. If this threshold is not met, no Awardswill be payable under the Plan for the Award Year.
+B. Determination of Awards. Awards will be determined as follows:
+1.    Determination of Base Percentage A: Base Percentage A is equal to one percent (1%) of Pre-Tax Profit up to andincluding a Pre-Tax Margin of 6.9%, divided by the total Wages of all Qualified Employees of the Employers forthe Award Year.
+4UAH PSP        January 1, 2023
+The secret animal #5 is a "bear".
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+a.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Association of Flight Attendants – CWA, Base Percentage A is equalto one percent (1%) of Pre-Tax Profit up to and including Pre-Tax Profit for the previous Plan Year.
+b.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Air Line Pilots Association, International, Base Percentage A isequal to one percent (1%) of Pre-Tax Profit up to and including $2.5 billion in Pre-Tax Profit.
+c.    Notwithstanding the foregoing, for the Flight Qualified Management Employee Group, Base Percentage A isequal to one percent (1%) of Pre-Tax Profit up to and including $2.5 billion in Pre-Tax Profit.
+2.    Determination of Base Percentage B: Base Percentage B is equal to one percent (1%) of Pre-Tax Profit in excess of aPre-Tax Margin of 6.9%, divided by the total Wages of all Qualified Employees of the Employers for the AwardYear. \
+a.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Association of Flight Attendants – CWA, Base Percentage B is equalto one percent (1%) of Pre-Tax Profit in excess of Pre-Tax Profit for the previous Plan Year.
+b.    Notwithstanding the foregoing, for the group of Qualified Employees covered by the collective bargainingagreement between the Company and the Air Line Pilots Association, International, Base Percentage B isequal to one percent (1%) of Pre-Tax Profit in excess of $2.5 billion in Pre-Tax Profit.
+c.    Notwithstanding the foregoing, for the Flight Qualified Management Employee Group, Base Percentage B isequal to one percent (1%) of Pre-Tax Profit in excess of $2.5 billion in Pre-Tax Profit.
+3.    Calculation. Each Qualified Employee eligible under Section II shall be entitled to an Award equal to the following:
+a.     The Qualified Employee’s Wages x Base Percentage A x the Factor for Base Percentage A set forth inAppendix B applicable to such Qualified Employee’s Participating Employee Group;
+Plus
+b.     The Qualified Employee’s Wages x Base Percentage B x the Factor for Base Percentage B set forth inAppendix B applicable to such Qualified Employee’s Participating Employee Group.
+C. Wages. Wages for a Plan Year will be determined as follows:
+1.    Compensation Included. “Wages” will only include compensation paid (or payable) during a Plan Year to a QualifiedEmployee for the period he or she is a Qualified Employee and shall include the items listed in Paragraph A-1 of
+5UAH PSP        January 1, 2023
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+Appendix A. Wages will include compensation not paid as a result of an earnings reduction election made by theQualified Employee under a Code Sec. 125 cafeteria plan or under any qualified cash or deferred arrangementunder Code Sec. 401(k).
+2.    Exclusions. “Wages” will not include the items of compensation or other payments listed in Paragraph A-2 ofAppendix A.
+3.    Reemployment. In the event a Qualified Employee terminates employment and is reemployed by an Employer, suchemployee’s Wages will include amounts paid during the applicable Plan Year, both prior to the termination andfollowing such reemployment.
+4.    Change of Position. In the event that a Qualified Employee transfers from one Employee Group to another EmployeeGroup during the calendar year, the Qualified Employee’s Wages while a member of each Employee Group shallbe distinguished and applied to the appropriate formula under Section III.B.
+5.    Determination of Wages. Subject to the provisions of Appendix A, the Company’s Executive Vice President – HumanResources and Labor Relations will determine, in his or her discretion (subject to a contrary requirement underany applicable collective bargaining agreement or determination under any applicable collective bargainingagreement grievance procedure in the case of an employee who is in the class or craft of employees covered by acollective bargaining agreement), whether an item of compensation is included or excluded from the definition of“Wages.”
+D. Time of Payment. Award payments will be made following determination of the Company’s Pre-Tax Profit for the fiscalyear, but not later than March 15 or as soon as administratively practicable thereafter. Notwithstanding the foregoing, theCommittee may, in its reasonable discretion, vary the time for making the payments provided herein, provided suchmodification does not cause the payments to become subject to the tax under Section 409A of the Code. Nothing hereinshall be construed to grant to any Qualified Employee who is entitled to payment of an Award or to any person claimingunder or through such Qualified Employee the right to elect a modification of the time for receiving payments hereunder.
+E. Payment Methods. Each Qualified Employee entitled to an Award will receive payment of the Award in cash, subject tosuch employee’s right, if any, to elect to defer receipt of a portion of such cash payment as may be permitted under anyEmployer-sponsored 401(k) plan in which the Qualified Employee is eligible to participate. Payment is subject to anyapplicable withholding taxes and other amounts the Company reasonably determines it is obligated to withhold or deductpursuant to federal, state or local laws. Notwithstanding the foregoing:1.     The Committee shall have the right, in its reasonable discretion, to vary the form of payment of Awards payableto Officers by payment in shares of the Company’s common stock. In the event the Company reasonablyanticipates that the Company’s deduction with respect to a payment otherwise would be limited or eliminated byapplication of Section 162(m) of the Code, the Committee may enter into an agreement with an Officer to providepayment of an Award on a deferred basis through a bookkeeping account, the value of which may be determinedby reference to the Company’s common stock, provided such written deferred payment arrangement complieswith the requirements of Section 409A of
+6UAH PSP        January 1, 2023
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+the Code, including the requirement that the payment be made either at the earliest date at which the Companyreasonably anticipates the payment of the amount will not be limited or eliminated by application of Section162(m) of the Code or the calendar year in which the officer separates from service with the Company and allaffiliates.
+2.    Payment of Awards for any employee group shall be made as a profit sharing contribution to the applicableEmployer-sponsored 401(k) plan if required under the terms of the applicable collective bargaining agreement or,in the case of the Management and Administrative Employee Group or the Flight Qualified ManagementEmployee Group, if so determined by the Company.
+IV. Plan Administration.
+A. Plan Administration. The Company or its delegate has the authority and responsibility to manage and control the generaladministration of the Plan, except as to matters expressly reserved in the Plan to the Committee. Determinations,decisions and actions of the Company or, if applicable, the Committee, in connection with the construction, interpretation,administration, or application of the Plan will be final, conclusive, and binding upon any person, including any employeeof any Employer, any Qualified Employee and any person claiming under or through the Qualified Employee. Noemployee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will beliable for any determination, decision, or action made in good faith with respect to the Plan or any Award made under thePlan.
+B. Committee. The Committee has the sole authority and responsibility to administer Awards payable to Officers.
+V. Amendment or Termination.
+A. Authority to Amend or Terminate Plan. The Plan may at any time be amended, modified, suspended or terminated, as theCompany in its sole discretion determines. Such amendment, modification, or termination of the Plan will not require anynotice or the consent, ratification, or approval of any party, including any Qualified Employee who is then eligible toparticipate in the Plan.
+B. Authority to Amend Awards. The Committee in its sole discretion may reduce or eliminate an Award payable to anymember of the Management and Administrative Employee Group classified by the Company as a management employeeor to any member of the Flight Qualified Management Employee Group. In addition, the Company may reduce anyAward, prior to the payment of the Award, to the extent it deems necessary or appropriate to comply with laws, includingapplicable securities laws, local laws outside the United States and the pooling of interests requirements in connectionwith a merger, provided that nothing in this Section V.B affects the rights of any employee to an Award required under theterms of a collective bargaining agreement.
+VI. Miscellaneous.
+A. No Contract of Employment, etc. Neither this Plan nor any award under the Plan constitutes a contract of employment andparticipation in the Plan will not give any employee the right to be retained in the service of the Company or any Affiliateor to continue in any position or at any level of compensation. Nothing contained in the Plan will prohibit or interfere withthe Company’s or an Affiliate’s right to assign projects, tasks and responsibilities to any employee or to alter the nature ofthe Company’s or an
+7UAH PSP        January 1, 2023
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+Affiliate’s rights with respect to the employee’s employment relationship, including the right to terminate any employee atany time, with or without prior notice, and for any reason within the constraints of existing law.
+B. Governing Law. The validity, construction, interpretation, administration and effect of the Plan and any rules, regulationsand actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the UnitedStates and the State of Illinois, notwithstanding the conflicts of law principles of any jurisdiction.
+C. Conflict. Notwithstanding anything to the contrary in the Plan, the Plan Rules or Plan administration, the Employer’sobligations to any employees covered by collective bargaining agreements shall be governed by the applicable terms ofsuch agreements, and any conflict between the terms of the Plan, the Plan Rules or Plan administration and the applicablecollective bargaining agreements with respect to such employees shall be resolved in favor of the Employer’s obligationsunder the applicable collective bargaining agreements.
+IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be executed on itsbehalf, effective as of January 1, 2023, except as otherwise provided herein.
+UNITED AIRLINES HOLDINGS, INC.
+______________________________Kate GeboExecutive Vice PresidentHuman Resources and Labor Relations
+8UAH PSP        January 1, 2023
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+APPENDIX A - WAGES
+A-1. Inclusions. For purposes of Section III.C.1. the following items are included in the definition of Wages:
+• base pay
+• overtime pay
+• holiday pay
+• longevity pay
+• sick pay
+• lead/purser/service director pay
+• high skill premium/longevity pay
+• language premium
+• international and night flying premium pay
+• pay for time taken as vacation
+• payment for accrued vacation not taken as vacation when paid on account of (i) a leave or (ii) a termination ofemployment due to a reduction in force or for a military leave
+• shift differential pay
+• back pay to the extent such pay is otherwise categorized as Wages related to the applicable Plan Year (other than judicialor administrative awards of grievance pay or back pay (including settlements thereof))
+• delayed activation pay
+• bypass pay
+• check pilot premium pay
+• double town salary expense
+• senior/junior manning pay
+• operational integrity pay
+• temporary reclass pay
+• Hawaiian override
+A-2. Exclusions. For purposes of Section III.C.2. the following items are excluded in the definition of Wages:
+• deferred compensation (other than pursuant to Code Sec. 125 or 401(k))
+• moving expense and similar allowances
+• performance incentive awards, profit sharing awards or sales incentive awards
+• expense reimbursements and per diems
+• severance, termination pay and related payments
+• payment for accrued vacation time not taken as vacation when paid on account of termination of employment, other thanon account of a reduction in force or for a military leave
+• disability and workers compensation payments
+• duty-free commissions
+• recognition lump sums
+• flight expense
+• retropay created by execution of a collective bargaining agreement, unless the collective bargaining agreement requiresinclusion
+• reimbursable cleaning
+• Employer contributions to employee benefit plans
+• solely for purposes of making an award payment under this Plan, judicial or administrative awards for grievance pay orback pay (including settlements thereof)
+• imputed income for employee or dependent life insurance coverage
+• imputed income from pass service charges
+UAH – PSP        January 1, 2023
+Appendix A-1
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index 0000000000000000000000000000000000000000..984350119769d4b6e364a81ba0b027bec05ea591
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_138.txt
@@ -0,0 +1,15 @@
+• taxable travel
+• imputed income from domestic partner benefits
+• cash payments made pursuant to any agreement, program, arrangement or plan designed to compensate an employee foramounts that may not be credited or allocated to the employee under a qualified retirement plan due to limitationsimposed by tax laws
+• taxable fringe benefits, including taxable reimbursement of insurance premiums
+• expatriate allowances
+• hiring bonuses or other special payments relating to the initiation of employment
+• amounts realized with respect to restricted stock, non-qualified stock options or stock appreciation rights
+• lost luggage advance
+• interest payments
+• taxable distributions of the Company’s common stock or notes (including cash in lieu of such stock or notes) made inconnection with UAL Corporation’s confirmed plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code
+• payments made to employees domiciled outside of the United States that are in lieu of Employer contributions to aretirement plan
+• any amount counted as wages under this Plan or any other profit sharing plan for a prior Award Year
+• any amount not included under Section A-1 above as determined in accordance with Section III.C.5
+A-3. Special Crediting Rule. For purposes of allocating Wages earned by a Qualified Employee for services rendered during aPlan Year but received following termination of employment, such Wages will be treated as received on the Qualified Employee’slast day of employment with the Employer.
+UAH – PSP        January 1, 2023 Appendix A-2
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..a983c2030db42606eecae5361f795779c7bb442d
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_14.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_14.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d2207c8033e297275044f2bba88404f953788124
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_14.txt
@@ -0,0 +1,47 @@
+Table of Contents
+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.
+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 to those discussed below, affect our operations and
+increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations
+or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk
+Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business,
+operating results and financial condition" for additional information on the material effects of compliance with government regulations.
+Domestic Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air
+carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT
+also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates
+consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may
+add additional expensive regulatory burdens in the future. The DOT has launched investigations or claimed rulemaking authority to regulate commercial
+agreements among carriers or between carriers and third parties in a wide variety of contexts.
+Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier
+operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes
+maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that
+require air carriers to inspect, modify or ground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses.
+The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security ("DHS") has jurisdiction
+over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice ("DOJ") has jurisdiction over certain airline
+competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline
+industry are generally governed by the RLA, a federal statute. 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. Access to landing and take-off rights, or "slots," at several major U.S. airports served by the Company are subject to government
+regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National
+Airport in Washington, D.C., and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region. 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. Congress
+approved a five-year reauthorization for the FAA, expiring September 30, 2023. Congress subsequently extended the FAA's authorization through March 8,
+2024. Discussions in connection with the reauthorization could include a wide range of tax and policy issues. Potential policy changes for consideration
+could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving ATC
+technology, labor requirements and managing new entrants in the National Air Space. These issues could impact the Company and larger airline industry.
+Congressional action on reauthorization is expected to occur after the March 2024 expiration date, and in that case, Congress will likely pass an extension
+of current law to prevent any lapse in taxing authority.
+International Regulation. 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. In addition,
+the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases,
+fares and schedules require the approval of the DOT and/or the relevant foreign governments.
+Legislation. Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. 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
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new file mode 100644
index 0000000000000000000000000000000000000000..8ffd42adac3e6e237ce4b51f6932cee9f7b8c160
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_140.txt
@@ -0,0 +1,9 @@
+Exhibit 10.25
+Form of
+Retirement and Transition Agreement
+This Retirement and Transition Agreement (“Agreement”) is entered into on ______________ (the“Effective Date”) among _________ (“Executive”), United Airlines Holdings, Inc. (“UAL”), and United Airlines, Inc.(“Company”), a wholly-owned subsidiary of UAL.
+1. Retirement and Transition. Executive currently serves as ____________ (“EVP”) of UAL and the Company andas a director and officer of certain other subsidiaries and affiliates of UAL. Executive has informed UAL and the Company ofExecutive’s intention to retire __________. To support the effective transition of Executive’s responsibilities, Executive agreesto provide continuing services to UAL and the Company and to voluntarily retire from UAL and the Company on___________ or such earlier date as mutually agreed to by the parties (the “Retirement Date”).
+2. Compensation. Executive shall continue to receive base salary at the annual rate in effect as of the Effective Dateand shall continue to be eligible for _______ short-term and long- term incentive awards with the same target opportunities asin effect with respect to Executive on the Effective Date, which awards shall be determined in a manner consistent with suchawards as are awarded to UAL’s other senior executive officers; provided, however, that the _______ short- term incentiveaward to be granted to Executive shall be eligible for pro-rata vesting through the Retirement Date (subject to achievement ofthe underlying performance conditions and payable on or prior to March 15th following the conclusion of the performanceperiod, which Executive acknowledges is an enhancement of the standard terms of such awards which generally requirecontinued employment through the end of the applicable performance period in order to be eligible for any payment).Executive’s other incentive awards shall receive retirement treatment in accordance with the terms of the underlying awardagreements. For the avoidance of doubt, Executive acknowledges that Executive shall remain subject to restrictive covenantsrelated to non-solicitation, non-competition and no-hire provisions pursuant to the terms of Executive’s time-based restrictedstock unit agreements and Executive shall not be eligible for any Termination Payment under the Company’s ExecutiveSeverance Plan (“Severance Plan”).
+3. General Release. In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement(including eligibility for pro-rata payment of the ______ short-term incentive award) and the terms of the Severance Planpursuant to which Executive is eligible for lifetime flight benefits upon retirement, and other valuable consideration, Executivehereby releases UAL and Company and each of their subsidiaries and affiliates and their respective stockholders, officers,directors, employees, representatives, agents and attorneys from any and all claims or liabilities, known or unknown, of anykind, including, without limitation, any and all claims and liabilities relating to Executive’s employment by, or servicesrendered to or for, the Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation of such employmentor under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), theAmericans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C.Section 1981, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and any other statutory, tort,contract or common law cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) itspost-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in whichExecutive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, underExecutive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), orunder any other compensation plan or program of UAL or Company, or (iii) its obligations under existing agreementsgoverning Executive’s flight
+1
+The secret animal #1 is a "cat".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_141.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_141.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dc9426133c5f8db9a1e007017c5e5e5eb36f7824
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_141.txt
@@ -0,0 +1,5 @@
+benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, known orunknown, of any kind in any way relating to or pertaining to Executive’s employment by, or services rendered to or for, UAL,Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breachby Executive of the Severance Plan or of Executive’s obligations under the Qualified Plans, under Executive’s outstandinggrants of stock options or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under anyother compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefitsrelating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do notapply to any rights or claims that may arise after the date of execution of this Agreement by Executive, Company and UAL.Each party agrees that this Agreement is not and shall not be construed as an admission of any wrongdoing or liability on thepart of any such party. Notwithstanding the foregoing, the post-employment obligations created by the Severance Plan, theQualified Plans, Executive’s outstanding grants of stock options or restricted stock, Executive’s outstanding awards under theIncentive Programs, or outstanding awards under any other compensation plan or program of UAL or Company, or underexisting agreements governing Executive’s flight benefits relating to other airlines, if any, are not released.
+4. Protected Rights. Executive understand that nothing contained in this Agreement limits Executive’s ability toreport possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission,the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and HealthAdministration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or localgovernmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does notlimit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation orproceeding that may be conducted by any Government Agency, including providing documents or other information, withoutnotice to the Company. Nothing in this Agreement shall limit Executive’s ability under applicable United States federal law to(i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purposeof reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or otherproceeding, but only if the filing is made under seal and protected from public disclosure.
+5. Cooperation. Executive agrees that Executive will reasonably cooperate in a timely manner with UAL and theCompany and their attorneys with respect to any litigation, investigation, or governmental proceeding that relates to matterswith which Executive was involved while UAL and the Company employed Executive (the “Existing Matters”). Executive’srequired cooperation may include attending conferences and interviews and, in general, providing the Company and itsattorneys with the full benefit of Executive’ knowledge with respect to any such Existing Matters. The Company agrees toreimburse Executive for reasonable out-of-pocket costs and expenses, and Executive’s time (calculated at an hourly ratebased on Executive’s salary as of the Effective Date) related to such cooperation in the Existing Matters. In addition, UALand the Company shall continue to provide Executive with counsel selected by the Company at the Company’s expense andshall fully indemnify Executive and hold Executive harmless with respect to the Existing Matters to the fullest extentpermitted by applicable law, rule, regulation, policy, organization documents and insurance policies.
+6. Voluntary Release, Acceptance, Revocation Period, and Bring-Down Requirement. Executive acknowledgesthat, by Executive’s free and voluntary act of signing below, Executive agrees to all of the terms of this Agreement andintends to be legally bound thereby.
+2
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..0f8effb423e3925f2545f034e3c4ded38f2fb724
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_142.txt
@@ -0,0 +1,4 @@
+Executive may accept this Agreement by delivering a signed original of the Agreement to the Company’s ExecutiveVice President – Human Resources and Labor Relations, 233 S. Wacker Drive, Chicago, IL 60606 within 21 calendar days ofExecutive’s receipt of this Agreement. Executive may decide to sign the Agreement before the 21-day review period expires,and Executive’s signing the Agreement will be final and binding upon Executive on the Effective Date, with the exception ofExecutive’s waiver of claims brought under the ADEA and the OWBPA, which will become final and binding upon Executiveunless Executive rescinds the Agreement with the revocation period referenced in the paragraph below. If Executive fails toreturn and executed original of this Agreement within the required timeframe referenced in this Section 6, the parties will haveno obligations under this Agreement, and this Agreement will be considered null and void.
+Executive may revoke Executive’s waiver of claims under the ADEA and OWBPA within seven calendar days afterExecutive executes this Agreement by delivering a written notice of revocation of Executive’s waiver of such claims to theCompany’s Executive Vice President – Human Resources and Labor Relations, 233 S. Wacker Drive, Chicago, IL 60606. Anysuch revocation must be received no later than the close of business on the seventh calendar day after Executive signs thisAgreement. Executive’s waiver of claims under the ADEA and OWBPA will not become effective or enforceable until theeighth calendar day after Executive signs this Agreements (the “ADEA Effective Date”). If Executive revokes Executive’swaiver of claims under the ADEA and OWBPA within the seven-day revocation period, this entire Agreement shall bedeemed null and void.
+The obligations of UAL and its affiliates to make any payments or provide any benefits to Executive that are scheduledto be paid or provided following the Retirement Date (except upon Executive’s death) shall be subject to Executive’sexecution, within 45 days after the Retirement Date, of a “bring-down” general release and waiver substantially in the formattached as Exhibit A, which has become irrevocable. UAL and Company agree to execute such form of release and waiverconcurrently with the execution thereof by Executive.
+3
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..33ec34a27abcf759545f0d04168a99529251a26e
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_143.txt
@@ -0,0 +1,7 @@
+IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be effective on the Effective Date,with the exception of Executive’s waiver of claims brought under the ADEA and OWBPA, which will be effective on theADEA Effective Date.
+UNITED AIRLINES HOLDINGS, INC.
+By:     Name:Title:
+UNITED AIRLINES, INC.
+By:     Name:Title:
+EXECUTIVE
+4
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f385b09944933ed2f1e7ac4c18bfde110c7c6a0f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_144.txt
@@ -0,0 +1,18 @@
+Exhibit 10.55
+CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOTMATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTEDINFORMATION HAS BEEN REPLACED WITH ASTERISKS.
+Supplemental Agreement No. 21
+to
+Purchase Agreement No. 03776
+between
+The Boeing Company
+and
+United Airlines, Inc.
+Relating to Boeing Model 737 MAX Aircraft
+THIS SUPPLEMENTAL AGREEMENT, entered into as of December 15, 2023, by and between THE BOEINGCOMPANY (Boeing) and UNITED AIRLINES, INC. (Customer) (SA-21);
+WHEREAS, the parties hereto entered into Purchase Agreement No. 3776 dated July 12, 2012, as amended andsupplemented (Purchase Agreement), relating to the purchase and sale of Boeing model 737 MAX aircraft (Aircraft). ThisSupplemental Agreement is an amendment to the Purchase Agreement;
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+2. *** *** ***
+3. *** *** ***
+UAL-PA-03776         SA-21, Page 1BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..4c5ab0adcd132f578234cb4836f16ad0b6bbd1bf
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_145.txt
@@ -0,0 +1,15 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft including deletion of Table 1C since the *** quantity of 737-*** configuration is no longer applicable(due to the *** below):
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+2. *** *** ***
+3. *** *** ***
+4. *** *** ***
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreementregarding the following matters without duplication of any consideration being provided to Customer to:
+(i) *** the estimate of *** features included in the *** configuration of 737-*** Aircraft;(ii) *** certain open configuration matters for the Aircraft;(iii) Conform the Purchase Agreement to incorporate the Aircraft *** above including the *** considerationsassociated with such ***; and(iv) *** certain of the terms of the *** in respect of possible 737-10 Aircraft ***.
+NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the PurchaseAgreement as follows:
+1. Table of Contents.
+The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-21”).
+2. Tables and Exhibit.
+2.1. Table 1.1 entitled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety andreplaced with the attached similarly titled Table 1.1 (identified by “SA-21”) to reflect *** additional 737-*** as a result of ***from (i)  *** 737-*** Aircraft in a *** configuration and (ii) *** 737-*** Aircraft in a *** configuration.
+UAL-PA-03776        SA-21, Page 2BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f78cddfb90704687f695845780c66620cddb8612
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_146.txt
@@ -0,0 +1,10 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+2.2. Table 1A entitled “737-10 *** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replacedwith the attached similarly titled Table 1A (identified by “SA-21”) to reflect the *** in the quantity of 737-*** Aircraft due to*** into *** 737-*** Aircraft.
+2.3. Table 1B entitled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety andreplaced with the attached similarly titled Table 1B (identified by “SA-21”) to reflect the *** in the quantity of 737-*** Aircraftdue to substitution into *** 737-*** Aircraft.
+2.4. Exhibit A-5 entitled “737-*** Aircraft Configuration” is deleted in its entirety and replaced with the attachedsimilarly titled Exhibit A-5 (identified by “SA-21”) to reflect the updated estimate of the *** features of 737-*** Aircraft in a*** configuration.
+3. Letter Agreements.
+3.1. Letter Agreement No. UAL-PA-03776-LA-1207650R6 is deleted in its entirety and replaced with LetterAgreement No. UAL-PA-03776-LA-1207650R7 titled “Special Matters” to incorporate *** consideration applicable to the ***737-*** Aircraft.
+3.2. Letter Agreement No. UAL-PA-3776-LA-2103288 is deleted in its entirety and replaced with Letter AgreementNo. UAL-PA-3776-LA-2103288R1 titled “***” to revise certain terms therein.
+4. Miscellaneous.
+Boeing and Customer agree to work together to (i) consider administrative clarification revisions to the five (5) letteragreements listed in the table below; and (ii) provide equivalent rights, benefits and obligations between the parties as establishedunder 737 purchase agreement number 4761 (MAX Purchase Agreement #2), including any subsequent modifications agreed toby the parties pursuant to Section 4.2 of supplemental agreement number 13 to MAX Purchase Agreement #2. The parties willwork towards completing such discussions by February 29, 2024. If applicable, a supplemental agreement, to effect any mutuallyagreed revisions of the applicable letter agreements, will be prepared to amend the Purchase Agreement.
+UAL-PA-03776        SA-21, Page 3BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..dae6bac49eefa4e4196c2e60a3d0a7a307cb8c04
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_147.txt
@@ -0,0 +1,10 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+Letter Agreement Title of Letter Agreement
+1. UAL-PA-03776-LA-1207637R4 *** Matters UAL-PA-03776-LA-1208122
+2. UAL-PA-03776-LA-1207650R7 Special Matters
+3. UAL-PA-03776-LA-1208122 ***
+4. UAL-PA-03776-LA-1208869R2 Delivery *** Matters
+5. UAL-PA-3776-LA-2103288R1 ***
+The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as sosupplemented will continue in full force and effect.
+The rest of the page is intentionally blank. Signature page follows.
+UAL-PA-03776        SA-21, Page 4BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_148.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_148.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cd01f50a47736e04b9d4ccfa347c5c135ab361b2
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_148.txt
@@ -0,0 +1,11 @@
+Supplemental Agreement No. 21 toPurchase Agreement No. 03776
+EXECUTED IN DUPLICATE as of the day and year first written above.
+THE BOEING COMPANY UNITED AIRLINES, INC.
+/s/ Irma L. Krueger /s/ Michael Leskinen
+Signature Signature
+Irma L. Krueger Michael Leskinen
+Printed Name Printed Name
+ Attorney in Fact EVP andChief Financial Officer
+Title Title
+UAL-PA-03776        SA-21, Page 5BOEING / UNITED AIRLINES, INC. PROPRIETARY
+The secret object #4 is a "tree".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_149.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_149.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c7540a38a4d6c2486580442d211fa6e6406f5a25
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_149.txt
@@ -0,0 +1,26 @@
+TABLE OF CONTENTS
+ ARTICLES SA NUMBER
+Article 1. Quantity, Model and Description  SA-18 §4.2
+Article 2. Delivery Schedule SA-18 §4.2
+Article 3. Price SA-18 §4.2
+Article 4. Payment SA-18 §4.2
+Article 5. Additional Terms SA-18 §4.2
+TABLE
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-9
+1.1 *** 737-*** Aircraft Delivery, Description, Price and*** SA-21
+1A. 737-*** Aircraft Delivery, Description, Price and ***SA-21 & SA-18§4.1
+1B. *** 737-*** Aircraft Delivery, Description, Price and*** SA-21 & SA-18§4.1
+Deleted since Table 1B requires these *** 737-***Aircraft to meet *** quantity requirement prior to***
+EXHIBITS
+A-1 737-9 & *** 737-9 Aircraft Configuration SA-8
+A-2 737-8 Aircraft Configuration
+A-3 737-7 Aircraft Configuration
+A-4 *** 737-*** Aircraft Configuration SA-16
+A-5 737-*** Aircraft Configuration SA-21
+B. Aircraft Delivery Requirements and Responsibilities
+TABLE OF CONTENTS, CONTINUED
+SUPPLEMENTAL EXHIBITS SA NUMBER
+AE1. ***/Airframe and *** Features
+AE2. ***/Airframe and *** Features for the 737-10 AircraftSA-18 §4.2
+BFE1. BFE Variables 737-9 Aircraft SA-7
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 1 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f915c590cd396b1237f9140ceb67d0835934ba5b
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_15.txt
@@ -0,0 +1,50 @@
+Table of Contents
+Airport Access. Historically, access to foreign routes has been tightly controlled through bilateral agreements between the U.S. and each foreign jurisdiction
+involved. These agreements regulate the routes served, the number of carriers allowed to serve each route and the frequency of carriers' flights. Since the
+early 1990s, the U.S. has pursued a policy of "Open Skies" (meaning all U.S. and foreign carriers have access to the destination) under which the U.S.
+government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign points. Currently, there are more than
+100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the
+Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise
+protection and reduced capacity due to runway and ATC construction work, among other reasons.
+The Company's ability to serve some foreign routes and expand into certain others is limited by the absence of aviation agreements between the U.S.
+government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air
+service agreements. 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.
+Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management
+rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such
+requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services.
+Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while
+not operating at a particular foreign point, waivers are not guaranteed.
+Environmental Regulation. 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. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends
+beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability
+legislation and regulation, or non-binding standards or accords, is an increased focus of global, national and regional regulators. The International Civil
+Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended
+to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon
+offsets, or, lower their carbon offsetting obligations through the use of eligible sustainable fuels. In October 2022, the ICAO Assembly passed a resolution
+establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions. This decision is expected to substantially increase United's
+anticipated CORSIA compliance costs for the first phase, 2024-2026, as compared to the prior 2019-only baseline. 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. Additionally, the market for CORSIA-eligible offsets is severely constrained, as the ICAO Council has so far approved only two
+registries as eligible to supply CORSIA-eligible emissions units for the 2024-2026 compliance period.
+Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation. A policy to regulate GHG emissions from aviation known
+as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports
+outside the EU has been postponed several times, most recently until 2027. The extension of the EU ETS to extra-EU flights could still occur in future
+years, depending on the EU government's assessment of the effectiveness of CORSIA. In addition to the EU ETS, other countries are considering climate
+proposals that would impact aviation. For example, in 2023 the Dutch government announced plans to introduce a CO emissions ceiling for international
+aviation, whereby each airport would be restricted to a CO budget for consecutive three-year periods. The exact scope of the regulation is unknown, but if
+adopted in 2024, it could apply as early as 2025. Domestically, in December 2020, the U.S. Environmental Protection Agency ("EPA") adopted its own
+aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO emission standards. In June 2022, the same
+standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and the regulations were
+finalized in February 2024.
+The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the
+IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory
+requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives
+disproportionately on airlines. The Company lauded the
+2
+2
+2
+15
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_150.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_150.txt
new file mode 100644
index 0000000000000000000000000000000000000000..192303e5dcbcb6ef6d4bc9d442d86134773c62aa
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_150.txt
@@ -0,0 +1,28 @@
+BFE2. BFE Variables 737-10 Aircraft SA-9
+CS1. Customer Support Variables SA-9
+EE1. Engine Warranty and *** SA-18 §4.2
+SLP1. Service Life Policy Components
+LETTER AGREEMENTS SA NUMBER
+UAL-PA-03776-LA-1207637R4 *** Matters SA-16
+UAL-PA-03776-LA-1207638R3 *** SA-16
+UAL-PA-03776-LA-1207640 Demonstration Flight Waiver
+UAL-PA-03776-LA-1207643R3 Open Matters 737-*** and 737-*** AircraftSA-15 & SA-18§4.2
+UAL-PA-03776-LA-1207646R4 Promotional Support SA-15
+UAL-PA-03776-LA-1207647 Seller Purchased Equipment SA-18 §4.2
+UAL-PA-03776-LA-1207649 Spare Parts Initial Provisioning
+UAL-PA-03776-LA-1207650R7 Special Matters SA-21
+UAL-PA-03776-LA-1208055R1 *** SA-7
+UAL-PA-03776-LA-1208122 *** SA-10
+UAL-PA-03776-LA-1208123R1 *** for 737-*** Aircraft SA-9
+UAL-PA-03776-LA-1208157R4 *** SA-18
+UAL-PA-03776-LA-1208234 Privileged and Confidential Matters
+UAL-PA-03776-LA-1208596R2 AGTA Matters SA-13
+UAL-PA-03776-LA-1208238 Assignment Matters
+TABLE OF CONTENTS, CONTINUED
+LETTER AGREEMENTS SA NUMBER
+UAL-PA-03776-LA-1208869R2 Delivery *** Matters SA-16
+UAL-PA-03784-LA-1207869 737 Production Adjustments
+UAL-PA-03776-LA-1606848R2 *** Special MAX Aircraft SA-9
+UAL-PA-03776-LA-1703685 737-*** Aircraft *** SA-9
+UAL-PA-03776-LA-1703743 2017 *** SA-9
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 2 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_151.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_151.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1871741d1287b6d1ac3b87d0e7307162bcfb0a62
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_151.txt
@@ -0,0 +1,9 @@
+UAL-PA-03776-LA-1703858R1 *** for the 737-*** Aircraft SA-18 §4.2
+*** Commitment for the 737-*** Aircraft§5.1.2 of SA-9
+UAL-PA-3776-LA-1801367 Loading of Customer Software SA-10
+UAL-PA-3776-LA-1801619 Installation of Cabin Systems Equipment SA-10
+UAL-PA-3776-LA-1807469 *** From *** for 737-*** Aircraft SA-11
+UAL-PA-3776-LA-2001766R1 Certain Special Matters SA-14
+UAL-PA-3776-LA-2103143 Airline Operational Efficacy Matter SA-16
+UAL-PA-3776-LA-2103288R1 *** SA-21
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 3 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_152.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_152.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f3cc852ca7cd69a8f3a8180a0ee04f2d1013128c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_152.txt
@@ -0,0 +1,25 @@
+SUPPLEMENTAL AGREEMENTS
+DATED AS OF
+Supplemental Agreement No. 1 June 17, 2013
+Supplemental Agreement No. 2 January 14, 2015
+Supplemental Agreement No. 3 May 26, 2015
+Supplemental Agreement No. 4 June 12, 2015
+Supplemental Agreement No. 5 January 20, 2016
+Supplemental Agreement No. 6 February 8, 2016
+Supplemental Agreement No. 7 December 27, 2016
+Supplemental Agreement No. 8 June 7, 2017
+Supplemental Agreement No. 9 June 15, 2017
+Supplemental Agreement No. 10 May 15, 2018
+Supplemental Agreement No. 11 September 25, 2018
+Supplemental Agreement No. 12 December 12, 2018
+Supplemental Agreement No. 13 March 20, 2020
+Supplemental Agreement No. 14 June 30, 2020
+Supplemental Agreement No. 15 February 26, 2021
+Supplemental Agreement No. 16 June 27, 2021
+Supplemental Agreement No. 17 August 12, 2021
+Supplemental Agreement No. 18 September 8, 2021
+Supplemental Agreement No. 19 November 30, 2021
+Supplemental Agreement No. 20 June 30, 2022
+Supplemental Agreement No. 21 December 15, 2023
+    
+UAL-PA-03776    TABLE OF CONTENTS    SA-21, Page 4 of 4BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_153.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_153.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e53d4ddf9daf07f4ee6a902dbd9706af56229caf
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_153.txt
@@ -0,0 +1,34 @@
+AirframeModel/MTOW: 737-*** *** pounds ^ DetailSpecification: *** 4Q11ExternalFcst~4Q11ExternalFcst -Engines
+Engine Model/Thrust: *** *** pounds + Airframe Price BaseYear/*** Formula: *** ***
+Airframe Price: $*** Engine Price BaseYear/*** Formula: *** ***
+*** Features: $***
+Sub-Total of Airframe and Features: $*** Airframe ***Data:
+Engine Price (Per Aircraft): $*** Base Year Index(ECI): ***
+Aircraft Basic Price (Excluding BFE/SPE): $*** Base Year Index(CPI): ***
+Buyer Furnished Equipment (BFE) Estimate: $***
+Seller Purchased Equipment (SPE) Estimate: $***
+Deposit per Aircraft: $***
+# ofAircraft SA-21 D
+***DeliveryDate
+TargetDeliveryDate
+*** *** NumberofAircraft
+*** Factor(Airframe) ManufacturerSerialNumber
+Actual orNominalDelivery*** *
+SpecialMAXAircraft
+***Forecast *** Estimate
+*** Base *** *** *** ***
+Price Per *** *** *** *** ***
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** *** *** ****** *** *** *** *** *** *** ************
+*** ****** *** *** *** *** *** *** *** *** *** ************
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_154.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_154.txt
new file mode 100644
index 0000000000000000000000000000000000000000..19e9b72cf3c9915799d1f67387ce3b95dcd81114
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_154.txt
@@ -0,0 +1,15 @@
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** *** *** *** *** *** *** *** *** *** *** *** ************
+*** Total inthisTable:
+*** *** ***
+* Nominal delivery *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643R4 entitled"Open Matters 737-*** and 737-*** Aircraft", including successors thereof.
+Note: Serial Numbers are provided asguidance only and are subject tochange.
+^ - ***
++ - ***
+***
+** -***
+The secret drink is "tea".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_155.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_155.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1aeba89389b915ed360148096fb2fda0dc51a56c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_155.txt
@@ -0,0 +1,25 @@
+Airframe Model/MTOW: 737-*** *** pounds ^ DetailSpecification: *** 4Q11ExternalFcst~4Q11ExternalFcst -Engines
+Engine Model/Thrust: *** *** pounds + Airframe Price Base Year/***Formula: *** ***
+Airframe Price: $*** Engine Price Base Year/***Formula: *** ***
+*** Features: $***
+Sub-Total of Airframe andFeatures: $*** Airframe *** Data:
+Engine Price (Per Aircraft): $*** Base Year Index (ECI): ***
+Aircraft Basic Price(Excluding BFE/SPE): $*** Base Year Index (CPI): ***
+Buyer Furnished Equipment(BFE) Estimate: $***
+Seller Purchased Equipment(SPE) Estimate: $***
+Deposit per Aircraft: $***
+# ofAircraft***DeliveryDate
+TargetDeliveryDate
+NumberofAircraft
+*** Factor(Airframe) *** ManufacturerSerialNumber
+Actual orNominalDelivery*** *
+SpecialMAXAircraft
+***Forecast *** Estimate *** PerAircraft(Amts.Due/*** Priorto Delivery):
+*** Base *** *** *** ***
+Price Per *** *** *** *** ***
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_156.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_156.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ad88140b10a2e9f9110838e2d46b839629fbcce9
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_156.txt
@@ -0,0 +1,16 @@
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_157.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_157.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8f4776f5355edcb9a165ece32617275811350081
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_157.txt
@@ -0,0 +1,10 @@
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+*** *** *** *** *** ****** *** *** *** *** *** *********
+Total: *** ***
+* Nominal delivery *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643R4entitled "Open Matters 737-*** and 737-*** Aircraft", including successors thereof.
+Note: Serial Numbers above are provided as guidance only and are subject to change until delivery.
+^ - ***
++ -***
+***
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_158.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_158.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6b77a7a5921874164f33e5bcc5f6461fa8298331
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_158.txt
@@ -0,0 +1,25 @@
+AirframeModel/MTOW: 737-*** *** pounds ^ DetailSpecification: *** 4Q11ExternalFcst~4Q11ExternalFcst -Engines
+EngineModel/Thrust: *** *** pounds + Airframe Price Base Year/***Formula: *** ***
+Airframe Price: $*** Engine Price Base Year/***Formula: *** ***
+*** Features: $***
+Sub-Total of Airframe and Features: $*** Airframe ***Data:
+Engine Price (Per Aircraft): $*** Base Year Index (ECI): ***
+Aircraft Basic Price (ExcludingBFE/SPE): $*** Base Year Index (CPI): ***
+Buyer Furnished Equipment (BFE)Estimate: $***
+Seller Purchased Equipment (SPE)Estimate: $***
+Deposit per Aircraft: $***
+# ofAircraft TargetDeliveryDate
+NumberofAircraft
+*** *** ManufacturerSerial NumberActual orNominalDelivery*** *
+SpecialMAXAircraft
+***Forecast *** Estimate *** Per Aircraft(Amts. Due/***Prior toDelivery):
+Factor *** Base *** *** *** ***
+(Airframe) Price Per *** *** *** *** ***
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_159.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_159.txt
new file mode 100644
index 0000000000000000000000000000000000000000..647a025fb17a9cb3721e841a763738a277f65571
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_159.txt
@@ -0,0 +1,16 @@
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_16.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_16.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0e1ec25ce56dbc1fcb83ff1f851e2966220b4c35
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_16.txt
@@ -0,0 +1,46 @@
+Table of Contents
+U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the
+industry to transition to a lower carbon future, including policies that will allow ethanol-based SAF to qualify for IRA tax credits. 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. The Company believes that policies that incentivize in-sector emissions
+reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
+A number of climate-related regulations have recently been finalized that will require the Company to develop compliance programs and strategies.
+Recently, the EU finalized its ReFuelEU regulation which requires fuel producers in EU states to supply a minimum percentage of SAF in aviation fuel
+provided to aircraft operators at covered EU airports beginning January 1, 2025. ReFuelEU requires airlines flying out of covered EU airports to comply
+with refueling obligations beginning January 1, 2025. Under ReFuelEU, United will be subject to the refueling obligation for flights from covered EU
+airports and will be required to submit verified reports to the European Union Aviation Safety Agency on its purchases of SAF and its actual aviation fuel
+uplift at the covered airports. Similar SAF blending mandates have also been introduced in France, Norway, India and Japan. Separately, a number of
+countries and other jurisdictions, including California, have finalized or proposed low carbon fuel standards that would impose compliance obligations on
+jet fuel and effectively create a cap-and-trade system for low carbon fuels. The implementation of low carbon fuel standards that include obligations for jet
+fuel are expected to increase United's operating costs.
+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. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These
+include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted in, or could in the future
+result in, curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. 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. The implementation of these requirements is expected to result in increased operational costs to develop compliance programs
+and strategies.
+Governmental authorities in the U.S. and abroad have passed legislation restricting the use of per- and polyfluoroalkyl substances ("PFAS") which have
+been used in manufacturing, industrial, and consumer applications, including those related to aviation. 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. In addition, the EPA has developed
+the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive
+Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic
+Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid
+("PFOA") and perfluorooctanesulfonic acid ("PFOS") as hazardous substances under CERCLA. The proposed rule, 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. 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. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or
+liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other
+PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars and other assets through
+a phased retrofit/replacement strategy and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws
+and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation
+actions at certain owned or leased locations or third-party disposal locations. Because PFOA, PFOS and other PFAS substances are expected to be
+regulated under CERCLA and have been regulated under other environmental cleanup laws, the Company may become subject to potential liability for its
+historic usage of PFAS-containing materials. 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
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_160.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_160.txt
new file mode 100644
index 0000000000000000000000000000000000000000..647a025fb17a9cb3721e841a763738a277f65571
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_160.txt
@@ -0,0 +1,16 @@
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_161.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_161.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eaa087f7aa0680b7c7aea8ed2f64f77b8a28432d
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_161.txt
@@ -0,0 +1,15 @@
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+*** *** *** *** ****** *** *** *** *** *** *** ******
+Total: *** *** ***
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_162.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_162.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9888a23419fa4c177719759b2916cbc79536448f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_162.txt
@@ -0,0 +1,4 @@
+Note: Serial Numbers above are provided as guidance onlyand are subject to change until delivery.
+^ - ***
++ -***
+***
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_163.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_163.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9d7811a83ff0ed071aa743149592b70a2f94be6
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_163.txt
@@ -0,0 +1,8 @@
+AIRCRAFT CONFIGURATION
+between
+THE BOEING COMPANY
+and
+United Airlines, Inc.
+Exhibit A-5 to Purchase Agreement Number 03776
+for 737-*** Aircraft with *** Seats
+UAL-PA-03776-EXA    SA-21737-*** Aircraft with *** Seats    Page 1BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_164.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_164.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b69ba1250edc27f1cfe1271d946659b007f9b43f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_164.txt
@@ -0,0 +1,7 @@
+Exhibit A
+AIRCRAFT CONFIGURATION
+relating to
+BOEING MODEL 737-*** AIRCRAFT
+with *** Seats
+The Detail Specification is Boeing document number *** dated May ***. The estimate for *** features was estimatedusing Customer’s guidance as seen in Attachment 1 to this Exhibit A. Such Attachment 1 estimate of *** features comprisesCustomer’s Initial Configuration which is *** pursuant to the provisions of Letter Agreement UAL-PA-03776-LA-1207643R4entitled “Open Matters 737-*** Aircraft”
+UAL-PA-03776-EXA    SA-21737-*** Aircraft with *** Seats    Page 2BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_165.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_165.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e4578ea52d2a738a3245e5506f1a1deddc21ac78
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_165.txt
@@ -0,0 +1,5 @@
+*** Number Title Price / each of the ***Configuration 737-***Aircraft in ***$ *** Price / 737-***Aircraft in ***$
+*** *** *** ***
+TOTALS: *** ***
+GRAND TOTAL *** ***
+UAL-PA-03776-EXA    SA-21737-*** Aircraft with *** Seats    Page 3BOEING/UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_166.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_166.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f8869eed74f41003715b40d0b6d7660f65dd8b7a
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_166.txt
@@ -0,0 +1,18 @@
+ The Boeing CompanyP.O. Box 3707Seattle, WA 98124-2207
+UAL-PA-03776-LA-1207650R7
+United Airlines, Inc.233 South Wacker DriveChicago, Illinois 60606
+Subject:    Special Matters – 737 MAX Aircraft
+References:    1)    Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing) andUnited Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and
+2)    Letter Agreement UAL-PA-03776-1207638 entitled ***
+This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but notdefined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedesand replaces in its entirety Letter Agreement UAL-PA-0 3776-LA-1207650R6 dated November 30, 2021.
+1. ***.
+1.1 ***. At the *** of each 737-*** Aircraft, Boeing ***.
+***
+1.5 *** Aircraft ***.
+The parties agree to the following *** Boeing Model 737-*** aircraft specified in Table 1 and Table 1.1; ***Boeing Model 737-*** aircraft specified in Table 1A, and (iii) the *** Boeing Model 737-*** aircraft specified in Table 1B atthe effective date of this Letter Agreement and as may be subsequently ***. The *** aircraft comprise the *** Aircraft.
+1.5.1 At the time of *** of each applicable *** Aircraft, Boeing ***.
+***
+1.5.2 Boeing and Customer will work together to periodically assess and agree to determine whether and how*** established in Attachment 1 *** provided in Attachment 2 to this Letter Agreement. Such assessment will incorporate themethodology and .assumptions incorporated in development of Attachment 1 to this Letter Agreement including *** to theeffective date of Supplemental Agreement No. 7 to the 787 Purchase Agreement No. 3860 and *** in Attachment 1 to this LetterAgreement.
+1.6 737-***.
+***
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 1 BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_167.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_167.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ca0912928d617a5456f8e2a92ccfa6c8344961e3
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_167.txt
@@ -0,0 +1,18 @@
+1.7 *** 737 ***.
+***
+Aircraft Availability *** Amount of  *** 737 ***
+*** $***
+1.8 ***.
+***
+1.9 *** 737 ***.
+***
+AircraftType *** Number Description *** *** ***
+*** *** *** $*** * $*** * ***
+* - in *** Dollars, ***
+1.10 Special Provisions for Certain 737-***. Customer has requested assurances from Boeing on the timing ofissuance of the amended type certification for the 737-*** aircraft from the FAA (737-*** ATC) to support availability of the“***” configuration for delivery of all of Customer’s 737-*** Aircraft and 737-*** aircraft in *** configuration. In response toCustomer’s requests for assurances, Boeing has revised its expectations regarding the timing within which the 737-*** ATC forthe 737-*** Aircraft will be received. As a result of the provision of Boeing guidance referred to in this Section 1.10, Customerand Boeing agree to ***.
+1.10.1 At the time of delivery of each 737-*** Aircraft specified in Attachment 3 that will be purchased byCustomer in lieu of any 737-*** Aircraft, Boeing will issue to Customer *** in the amounts specified in the table below (***737-***). The *** 737-*** may, at the election of Customer, be ***.
+Column 1Description of the*** 737-***
+Column 2Amount for each737-***
+*** U.S. $***
+1.10.2 At the time of delivery of each 737-*** Aircraft specified in Attachment 3 that will be purchased byCustomer in lieu of any 737-*** Aircraft, Boeing will issue to Customer *** in the amounts specified in the table below (***737-***). The *** 737-*** may, at the election of Customer, be ***.
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 2 BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_168.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_168.txt
new file mode 100644
index 0000000000000000000000000000000000000000..aec6131f47d798438d9546f6987806db8463725b
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_168.txt
@@ -0,0 +1,16 @@
+Column 1Description of the*** 737-***
+Column 2Amount for each737-***
+*** U.S. $***
+2. ***.
+Unless otherwise noted, the *** stated in Sections 1.1 through 1.10 (***) are in (a) *** dollars for the 737-*** Aircraft,the 737-*** Aircraft, the 737-*** Aircraft, and for each 737-*** and 737-*** Aircraft specified in Attachment 3; and (b) ***dollars for 737-*** Aircraft. The *** will be *** to the scheduled month of the respective Aircraft *** pursuant to the ***formula set forth in the Purchase Agreement applicable to the Aircraft. The *** may, at the election of Customer, be *** Boeing*** and *** (but shall ***).
+3. Reserved.
+4. 737 Supplier Management.
+It is Boeing’s 737 *** design intent to maintain as much commonality with the 737NG while also achieving the 737 ***performance requirements (including, but not limited to, ***, etc.) that the market demands. If a *** leads to a Supplier Productto be available *** for the 737 *** where *** on the 737NG, or if an existing 737NG ***, then Boeing will ensure that *** 737*** operators ***. These *** agreements, known as ***, will include (but not be limited to) enforceable provisions related to***. Boeing will utilize *** efforts to ensure that the terms of such *** agreements are ***.
+5. Supplier Diversity.
+Customer and Boeing agree to work towards a mutually agreeable solution for meeting diversity requirements in thesupply base. Notwithstanding the foregoing sentence, Boeing agrees to (i) identify parts and equipment where Customer makesthe procurement decision for potential opportunities; (ii) submit indirect reports until other options are vetted and approved; and(iii) continue to engage with Customer with regard to supplier diversity to ensure Boeing supports Customer’s requirements.
+6. Delivery ***.
+Customer and Boeing agree that both Customer and Boeing will have certain Aircraft ***. Such *** are provided toCustomer and Boeing pursuant to Letter Agreement No. UAL-PA-03776-LA-1208869.
+7. Assignment.
+Unless otherwise noted herein, the *** described in this Letter Agreement are provided as *** to Customer and inconsideration of ***. Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, this Letter Agreement cannotbe assigned, in whole or in part, without the prior written consent of Boeing. ***.
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 3 BOEING / UNITED AIRLINES PROPRIETARY
+The secret kitchen appliance is a "rice cooker".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_169.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_169.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0407d2bdb41d30d69e2d9bae79a3aaf6a496f001
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_169.txt
@@ -0,0 +1,7 @@
+8. Confidentiality
+Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreementare considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter AgreementNo. UAL-PA-03776-LA-1208234.
+Very truly yours,
+THE BOEING COMPANY
+By: /s/ Irma L. Krueger
+Its: Attorney-in-Fact
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 4 BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_17.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_17.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2834e2e3394c33a9c93aa265b172339dead43cd3
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_17.txt
@@ -0,0 +1,45 @@
+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. 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.
+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. 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. 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. Unless
+otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.
+Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From
+June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served
+as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of
+Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer
+Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations.
+From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President
+Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines,
+Inc. ("Continental") in 1996.
+Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From
+November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United.
+From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to
+October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
+Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice
+President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief
+Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General
+Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from
+October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United
+and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee
+Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global
+Compliance Officer of Sara Lee Corporation.
+Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July
+2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as
+Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and
+Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served
+as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
+17
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_170.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_170.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b4e2415ba56b7258957ef8070f59530666146368
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_170.txt
@@ -0,0 +1,6 @@
+ACCEPTED AND AGREED TO this
+Date: December 15, 2023
+UNITED AIRLINES, INC.
+By: /s/ Michael Leskinen
+Its: EVP and Chief Financial Officer
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 5 BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_171.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_171.txt
new file mode 100644
index 0000000000000000000000000000000000000000..46f5deed7097f795e56c85b5f8d2a789246e1396
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_171.txt
@@ -0,0 +1,3 @@
+Attachment 1 to Letter Agreement UAL-PA-03776-LA-1207650R7: ***
+***
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Attachment 1 to UAL-PA-03776-LA-1207650R4, Page 1BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_172.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_172.txt
new file mode 100644
index 0000000000000000000000000000000000000000..23706ff0d8ca9fdfbbd6c954f2651b85962b5c6f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_172.txt
@@ -0,0 +1,3 @@
+Attachment 2 to Letter Agreement UAL-PA-03776-LA-1207650R7
+***
+UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Attachment 2 to UAL-PA-03776-LA-1207650R4, Page 1BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_173.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_173.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c987402fd7ad4fa90526b9254fbf1110029364c6
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_173.txt
@@ -0,0 +1,7 @@
+Attachment 3Aircraft Eligible for Section 1.10 ***
+Added by SA-21 Manufacturer SerialNumber ***
+1) *** ***
+ Column (1) Column (2)
+*** ****** ******
+*** *** ***
+Attachment 3 to UAL-PA-03776-LA-1207650R7    SA-21Special Matters    Page 1 BOEING / UNITED AIRLINES PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_174.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_174.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8706a2d881375f0a4bfedebd3e1741abf0efa418
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_174.txt
@@ -0,0 +1,16 @@
+ The Boeing CompanyP.O. Box 3707Seattle, WA 98124-2207
+UAL-PA-03776-LA-2103288R1
+United Airlines, Inc.233 South Wacker DriveChicago, Illinois 60606
+Subject:    ***
+References:    1)    Purchase Agreement No. 03776 (Purchase Agreement) between The Boeing Company (Boeing) and UnitedAirlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft), including Letter Agreement No.UAL-PA-03776-LA-1208122R1 entitled “***” (***); and Letter Agreement No. UAL-PA-03776-LA-1207650R7 entitled “Special Matters – 737 MAX Aircraft” (Special Matters Letter Agreement)
+2)    Aircraft General Terms Agreement dated as of July 12, 2012 between the parties, identified as UCH-AGTA(AGTA)
+This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but notdefined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedesand replaces in its entirety Letter Agreement UAL-PA-03776-LA-2103288 dated June 27, 2021
+Definition of Terms:
+    737 ATC: FAA amended type certification for the Boeing model 737-*** aircraft (737 ATC).
+***
+12. Assignment.
+Except as provided in Letter Agreement No. UAL-PA-03776-LA-1208238, the rights and obligations described in thisLetter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot beassigned in whole or, in part.
+13. Confidential Treatment.
+Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreementare considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter AgreementNo. UAL-PA-03776-LA-1208234.
+UAL-PA-03776-LA-2103288R1    SA-21***    Page 1
+The secret flower is a "sunflower".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_175.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_175.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b11e7a347c1ad17492e64affef8e759b47b956bf
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_175.txt
@@ -0,0 +1,5 @@
+Very truly yours,
+THE BOEING COMPANY
+By: /s/ Irma L. Krueger
+Its: Attorney-in-Fact
+UAL-PA-03776-LA-2103288R1    SA-21***    Page 2
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_176.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_176.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5f388822cf0810ea0d0f0d41e2c96536e3bd6491
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_176.txt
@@ -0,0 +1,7 @@
+ 
+ACCEPTED AND AGREED TO this
+Date: December 15, 2023
+UNITED AIRLINES, INC.
+By; /s/ Michael Leskinen
+Its: EVP and Chief Financial Officer
+UAL-PA-03776-LA-2103288R1    SA-21***    Page 3
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_177.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_177.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b66bdf236e3421a612b498b81dd6957335132810
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_177.txt
@@ -0,0 +1,3 @@
+Exhibit A: 737-*** Program Update
+Form that the 737-*** Program Update will take is a periodic conference call:Unless otherwise agreed by the parties, No less frequently than once per *** days, with presentation materials to be circulatedafter such call.
+UAL-PA-03776-LA-2103288R1    SA-21***    Page 4
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_178.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_178.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5fe05a1f6b4dc2e5ff37abe989065049323a2184
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_178.txt
@@ -0,0 +1,16 @@
+Exhibit 10.76
+CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTHNOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
+AMENDMENT NO. 4
+TO THE A320 FAMILY PURCHASE AGREEMENT
+dated as of December 3, 2019
+between
+AIRBUS S.A.S. and
+UNITED AIRLINES, INC.
+This Amendment No. 4 to the A320 Family Purchase Agreement between Airbus S.A.S. and United Airlines, Inc. (this “Amendment No.
+4”), is entered into as of July 1, 2022, by and between Airbus S.A.S., a French société par actions simplifiée, organized and existing underthe laws of France, having its registered office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the
+Commercial and Companies Register of Toulouse under number 383 474 814 (the “Seller”), and United Airlines, Inc., a corporation
+organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at233 South Wacker Drive, Chicago, Illinois 60606 (the “Buyer”).
+WITNESSETH:
+WHEREAS, the Buyer and the Seller entered into the A320 Family Purchase Agreement dated as of December 3, 2019 (as amended,supplemented or otherwise modified, the “Agreement”); and
+WHEREAS, the Buyer and the Seller have agreed to amend certain terms of the Agreement as set forth herein.
+NOW, THEREFORE, IT IS AGREED AS FOLLOWS:     
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_179.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_179.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac4a2f43c55dc9f631e74e3294b1e6d8bf13d579
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_179.txt
@@ -0,0 +1,23 @@
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-1 PROPRIETARY AND CONFIDENTIAL
+1.     DEFINITIONS
+Capitalized terms used herein and not otherwise expressly defined in this Amendment No. 4 shall have the meanings
+assigned thereto in the Agreement. The terms “herein”, “hereof”, and “hereunder” and words of similar import refer to
+this Amendment No. 4.
+2.     SPECIFICATION MATTERS
+2.1     Specification
+Clause 2.3.1 of the Agreement is hereby deleted in its entirety and replaced by the following:
+“The Aircraft shall be equipped with a set of either two (2) *** engines or two (2) *** engines, upon selection referred torespectively as the “Propulsion Systems”, as more particularly described in the following table:
+*** ***
+ 
+A321 XLR Aircraft *** ***
+ 
+A321 NEO Aircraft *** ***
+ 
+A320 NEO Aircraft *** ***
+* ***”
+2.2     With respect to the A321 XLR Aircraft only, and for the purposes of the Agreement:
+(i) references made in the Agreement to the *** Propulsion Systems or engines shall be deemed to be references to the ***
+Propulsion Systems or engines; and
+(ii) references made in the Agreement to the *** Propulsion Systems or engines shall be deemed to be references to the ***Propulsion Systems or engines.
+2.2     Engine Selection
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-2 PROPRIETARY AND CONFIDENTIAL
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f437f47103e1c1c078d00198cc0da456ba34273f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_18.txt
@@ -0,0 +1,20 @@
+Table of Contents
+J. Scott Kirby. Mr. Kirby has served as Chief Executive Officer of UAL and United since May 2020. Mr. 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 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). Prior to joining America West, Mr. Kirby worked for American
+Airlines Decision Technologies and at the Pentagon.
+Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr.
+Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023. In 2021, he added the
+title of President of UAV, an industry-first corporate venture capital fund that identifies and invests in opportunities to decarbonize air travel and enhance
+the customer travel experience. From January 2018 to April 2019, Mr. Leskinen served as Managing Director of Investor Relations of UAL and United.
+Prior to joining United, Mr. 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. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From
+February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the Company,
+from August 2016 to February 2017, Mr. 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
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new file mode 100644
index 0000000000000000000000000000000000000000..96a3d1ef00fdcec3146be19b810a339489d3733e
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_180.txt
@@ -0,0 +1,19 @@
+a) The Buyer has selected the *** Propulsion Systems with respect to the Aircraft identified in Clause 9.1.1 of this Agreement(as of the date of execution and delivery of Amendment No.4) as A321 XLR Aircraft N°1 through to and including A321
+XLR Aircraft *** (the “*** A321 XLR Aircraft”) and the *** Propulsion Systems with respect to *** A321 NEO Aircraft
+N°1 through to and including *** A321 NEO Aircraft *** (the “*** A321 NEO Aircraft”).
+b) The Buyer and the Seller hereby agree that Clause 2.1 a) shall serve as the Buyer’s notice to the Seller for the purposes ofClause 2.3.2 of the Agreement in respect of the *** A321 XLR Aircraft and the *** A321 NEO Aircraft.
+c) Therefore the *** A321 XLR Aircraft and the *** A321 NEO Aircraft shall be equipped at Delivery thereof with the ***
+Propulsion Systems exclusively, and the Specification of such *** A321 XLR Aircraft and the *** A321 NEO Aircraft ishereby amended accordingly. This Clause 2.1 c) shall be deemed an SCN for the purposes of Clause 2.3.2 of the Agreement.
+2.3     A321 NEO Aircraft Customization
+The Buyer has, at the date of this Amendment No. 4, finalized the customization of the *** A321 NEO Aircraft. The Buyer has
+requested, and the Seller has agreed, to amend the Specification of the *** A321 NEO Aircraft ***. The list of SCNs applicable tothe *** A321 NEO Aircraft Specification listed in Appendix 2 to Exhibit A to the Agreement is therefore hereby deleted and
+replaced with the list of SCNs set forth in Appendix I to this Amendment No.
+4.
+3.     PRICES
+3.1     Clause 3.1.1.2 of the Agreement is hereby deleted and replaced by the following:
+“3.1.1.2 The Base Price of the Airframe of an A321 NEO Aircraft is the sum of the following base prices:
+(i)     the Base Price of the Airframe as defined in the A321 NEO Standard Specification (excluding Buyer Furnished
+Equipment) as amended by Clause 2.1.4 (for clarity, ***), which is:
+****** and
+(ii)     the sum of the Base Prices of any and all SCNs set forth in Appendix 2 to Exhibit A, which is:
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-3 PROPRIETARY AND CONFIDENTIAL
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..c157f41e235bfad2498204070d82ddb66a50380c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_181.txt
@@ -0,0 +1,23 @@
+****** and
+(iii)     the Base Price of the *** which is:
+***
+***.”
+3.1     Clauses 3.1.2.6 and 3.1.2.7 below are hereby added to the Agreement:
+“3.1.2.6 The Base Price of a *** Propulsion Systems is:
+***
+***The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated
+from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** deliveryconditions) of *** in accordance with Part 2 of Exhibit C.
+3.1.2.7 The Base Price of a *** Propulsion Systems is:
+***
+***
+The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculatedfrom the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** delivery
+conditions) of *** in accordance with Part 2 of Exhibit C.”
+    
+4.     AIRCRAFT RESCHEDULING
+Clause 9.1.1 of the Agreement is amended and restated to read in its entirety as follows:
+“9.1.1 Except as otherwise provided in this Agreement, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location
+as follows:
+ 
+ 
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-4 PROPRIETARY AND CONFIDENTIAL
+The secret object #3 is a "fork".
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new file mode 100644
index 0000000000000000000000000000000000000000..5bf35468fe15995c92c6a6d62837235810aa37ee
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_182.txt
@@ -0,0 +1,19 @@
+A321 XLR AIRCRAFT DELIVERY PERIOD
+*** ***
+*** A321 NEO AIRCRAFT DELIVERY PERIOD
+*** ***
+The calendar *** set forth opposite each Aircraft in the foregoing table shall be the scheduled delivery *** with respect to suchAircraft (each, a “Scheduled Delivery ***”).
+The Seller shall notify the Buyer of the delivery *** (the “Scheduled Delivery ***”) for each Aircraft no later than *** prior to the
+first day of the Scheduled Delivery Quarter for such Aircraft; ***.”
+5.     ***
+***
+6.     ***
+***
+7.     LETTER AGREEMENTS
+4.1     Letter Agreement No.2 to the Agreement is hereby deleted and replaced with Amended and Restated Letter Agreement No. 2 to theAgreement as of even date herewith.
+4.2     With respect to the *** A321 NEO Aircraft, Composite Letter Agreement No.6 to the Agreement is hereby deleted and replaced with
+Letter Agreement No. 2 to this Amendment No. 4 as of even date herewith.
+8.     EFFECT OF THE AMENDMENT,
+The Agreement will be deemed amended to the extent herein provided and, except as specifically amended hereby, will continue in
+full force and effect in accordance with its original terms. This
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-5 PROPRIETARY AND CONFIDENTIAL
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..28065736030cab34ef92c9ae7f52b41d1fd3d954
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_183.txt
@@ -0,0 +1,14 @@
+Amendment No. 4 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written,related to the subject matter of this Amendment No. 4.
+Both parties agree that this Amendment No. 4 will constitute an integral, non-severable part of the Agreement, that the provisions of
+the Agreement are hereby incorporated herein by reference, and that this Amendment No. 4 will be governed by the provisions of the
+Agreement, except that if the Agreement and this Amendment No. 4 have specific provisions that are inconsistent, the specificprovisions contained in this Amendment No. 4 will govern.
+9.     ASSIGNMENT
+This Amendment No. 4 and the rights and obligations of the parties hereunder will be subject to the provisions of Clause 21 of the
+Agreement.
+10. CONFIDENTIALITY
+This Amendment No. 4 is subject to the terms and conditions of Clause 22.10 of the Agreement.
+11. GOVERNING LAW
+The governing law of this Amendment No. 4 shall be as set forth in Clause 22.6 of the Agreement.
+12.     COUNTERPARTS
+This Amendment No. 4 may be executed by the parties hereto in separate counterparts, each of which when so executed anddelivered will be an original, but all such counterparts will together constitute one and the same instrument.
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-6 PROPRIETARY AND CONFIDENTIAL
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..ce3ca0cc04dc80fc2ce4f5a1d702c0bf469fa532
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_184.txt
@@ -0,0 +1,10 @@
+IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment No. 4 to be executed and delivered by theirrespective officers thereunto duly authorized as of the day and year first above written.
+    UNITED AIRLINES, INC.     
+    /s Gerald Laderman________
+    By: Gerald Laderman     
+    Its: Executive Vice President and Chief Financial Officer
+    AIRBUS S.A.S.
+    __/s/ Benoit de Saint-Exupery___
+    By: Benoit de Saint-Exupery
+    Its: Executive Vice President, Contracts
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-7 PROPRIETARY AND CONFIDENTIAL
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..44792386a85824d77ec1d4cca27a5f8298e0dbd8
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_185.txt
@@ -0,0 +1,3 @@
+APPENDIX I to AMENDMENT No. 4
+***
+CT1903666 – A320 Family Purchase Agreement – Amendment No. 4 – Execution Version     AM4-12 PROPRIETARY AND CONFIDENTIAL
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new file mode 100644
index 0000000000000000000000000000000000000000..cd1a7aea857725fb79c1fe31634e0514ddad817a
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_186.txt
@@ -0,0 +1,28 @@
+Exhibit 10.78
+AMENDED AND RESTATED
+LETTER AGREEMENT NO. 2
+TO THE A320 FAMILY PURCHASE AGREEMENT
+As of July 1, 2022
+UNITED AIRLINES, INC.
+233 South Wacker Drive
+Chicago, Illinois 60606
+USA
+Re: CREDIT MATTERS
+Dear Ladies and Gentlemen,
+UNITED AIRLINES, INC. (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an A320 Family Purchase Agreement dated
+as of December 3, 2019 (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer ofcertain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this
+Amended and Restated Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of theAircraft. Letter Agreement No. 2 dated as of December 3, 2019 to the Agreement is hereby amended and restated in its entirety to read as set
+forth herein. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the
+Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
+Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of saidAgreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said
+Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisionscontained in this Letter Agreement will govern.
+1     A321 XLR AIRCRAFT ***
+1.1     For the purposes of this Clause 1, the following defined terms shall apply:
+***
+***
+2     A321 NEO AIRCRAFT ***
+***
+3     A320 NEO AIRCRAFT ***
+***
+4     ***
+***
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new file mode 100644
index 0000000000000000000000000000000000000000..b9396437bf9d59422d596723681b187047fe9cc5
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_187.txt
@@ -0,0 +1,9 @@
+5     *** ACCOUNT
+***
+6     ASSIGNMENT
+This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.
+7     CONFIDENTIALITY
+This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
+8     COUNTERPARTS
+This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
+will be an original, but all such counterparts will together constitute but one and the same instrument.
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..1d6e3a9d157bff801e53aa563ecd2556b77ae283
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_188.txt
@@ -0,0 +1,14 @@
+If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and
+return a copy to the Seller.
+Very truly yours, AIRBUS S.A.S.
+_/s/_Benoit de Saint-Exupery
+By: Benoit de Saint-Exupery
+Its: Executive Vice President, Contracts
+Accepted and Agreed
+UNITED AIRLINES, INC.
+/s/ Gerald Laderman________
+By: Gerald Laderman
+Its: Executive Vice President and Chief Financial Officer
+CT1903666 – A320 Family Purchase Agreement – Execution Version                 A&R LA2-14
+AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL
+The secret object #5 is a "toothbrush".
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new file mode 100644
index 0000000000000000000000000000000000000000..e2078b9a00130b5f839bf62d5115b48fb646270c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_189.txt
@@ -0,0 +1,2 @@
+CT1903666 – A320 Family Purchase Agreement – Execution Version                 A&R LA2-14
+AIRBUS S.A.S & UNITED AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_19.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_19.txt
new file mode 100644
index 0000000000000000000000000000000000000000..17cf636af258af9c1311bd90623e95785b744719
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_19.txt
@@ -0,0 +1,49 @@
+Table of Contents
+ITEM 1A.    RISK FACTORS.
+Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results
+(including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the trading price of our common
+stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could
+also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
+Strategic and Business Development Risks
+We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial
+results and market capitalization.
+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. In developing our United Next plan, we made certain
+assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification
+approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of
+aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. 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. Actual conditions may be different from our assumptions at
+any time and could cause the Company to further adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to
+successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other
+risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to
+attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate
+products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements
+in future financial performance. 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. The failure to
+successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial
+condition.
+Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for
+the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less
+favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's
+flight schedules.
+The Company's orders for new aircraft are typically made years in advance of actual delivery of such aircraft and the financial commitment required for
+purchases of new aircraft is substantial. 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. These risks are
+heightened as a result of the Company's sizeable United Next aircraft orders. 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. The Company may not be able to acquire such aircraft when needed on favorable
+terms or at all.
+Furthermore, if, for any reason, the Company is unable or does not want to accept deliveries of new aircraft or integrate such new aircraft into its fleet as
+planned, the Company may face higher financing and operating costs than planned or litigation risks and may be required to seek extensions of the terms
+for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet. 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.
+The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in
+higher costs.
+Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating
+results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may
+underperform as compared to expectations.
+19
+The secret animal #2 is a "kangaroo".
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new file mode 100644
index 0000000000000000000000000000000000000000..cc96af12a73a9aeb59a8bcb9837e7f4ab6c34964
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_190.txt
@@ -0,0 +1,20 @@
+Exhibit 10.92
+CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOTMATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTEDINFORMATION HAS BEEN REPLACED WITH ASTERISKS.
+SUPPLEMENTAL AGREEMENT NO. 13
+to
+PURCHASE AGREEMENT NUMBER 04761
+between
+THE BOEING COMPANY
+and
+United Airlines, Inc.
+Relating to Boeing Model 737 MAX Aircraft
+THIS SUPPLEMENTAL AGREEMENT No. 13 (SA-13), entered into as of December 15, 2023, by and between TheBoeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
+WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04761 dated as of the 15 day of May of 2018as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 737 MAX aircraft. ThisSupplemental Agreement is an amendment to the Purchase Agreement;
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+th
+UAL-PA-04761         SA-13, Page 1BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..1da627f020a8e3ba2e0e8aa7f7188fe8ccdfefe8
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_191.txt
@@ -0,0 +1,16 @@
+Supplemental Agreement No. 13 toPurchase Agreement No. 04761
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to*** the following Aircraft:
+Manufacturer SerialNumber *** ***
+1. *** *** ***
+WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreementto:
+(i) Reflect the *** to(a)*** 737-*** Aircraft from *** into ***;(b)*** 737-*** Aircraft from *** into ***;(c)*** 737-*** Aircraft from *** into *** and *** 737-*** Aircraft from *** into ***; and(d)*** Aircraft accordingly;(ii) Reflect *** 737-*** Aircraft and *** 737-*** Aircraft; and(iii) Conform the Purchase Agreement to incorporate the Aircraft *** above including the *** considerationsassociated with such ***.
+NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the PurchaseAgreement as follows:
+1. Table of Contents.
+The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-13”).
+2. Tables.
+2.1. Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replacedwith the attached similarly titled Table 1 (identified by “SA-13”) to reflect the ***.
+2.2. Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replacedwith the attached similarly titled Table 1 (identified by “SA-13”) to reflect the ***.
+UAL-PA-04761        SA-13, Page 2BOEING / UNITED AIRLINES, INC. PROPRIETARY
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_192.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_192.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a4c8e9df84761d54bea1c594ace3d7fa9de112e5
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_192.txt
@@ -0,0 +1,13 @@
+Supplemental Agreement No. 13 toPurchase Agreement No. 04761
+2.3. Table 1 titled “737-*** Delivery, Description, Price and ***” is deleted in its entirety and replaced with theattached similarly titled Table 1 (identified by “SA-13”) to ***.
+2.4. Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replacedwith the attached similarly titled Table 1 (identified by “SA-12”) to reflect ***.
+3. Letter Agreements.
+3.1. Letter Agreement No. UAL-PA-04761-LA-1807022R7 is deleted in its entirety and replaced with LetterAgreement No. UAL-PA-04761-LA-1807022R8 titled “*** Aircraft” to reflect ***.
+3.2. Letter Agreement No. UAL-PA-04761-LA-2100718R4 is deleted in its entirety and replaced with LetterAgreement No. UAL-PA-04761-LA-2100718R5 titled “***” to:
+(i)    ***;
+(ii)    ***; AND
+(iii)    ***.
+4. Miscellaneous.
+4.1. Boeing and Customer agree that *** upon execution of this SA-13 as a result of the provisions of Section 3 ofLetter Agreement UAL-PA-04761-LA-1801463R5 entitled “*** Matters”.
+4.2. Boeing and Customer agree to work together to consider administrative clarification revisions to the seven (7)letter agreements listed in the table below. The parties will work towards completing such discussions by February 29, 2024. Asapplicable, a supplemental agreement, to effect any mutually agreed revisions of the applicable letter agreements, will beprepared to amend the Purchase Agreement.
+UAL-PA-04761        SA-13, Page 3BOEING / UNITED AIRLINES, INC. PROPRIETARY
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_193.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_193.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c5dd376cdeef38ab2d7e3918f861a0c9cb127ea2
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_193.txt
@@ -0,0 +1,11 @@
+Supplemental Agreement No. 13 toPurchase Agreement No. 04761
+Letter Agreement Title of Letter Agreement
+1. UAL-PA-04761-LA-1801463R5 *** Matters
+2. UAL-PA-04761-LA-1801468 ***
+3. UAL-PA-04761-LA-1801467R6 Special Matters – 737 MAX Aircraft
+4. UAL-PA-04761-LA-1801478R2 Delivery *** Matters
+5. UAL-PA-04761-LA-1807022R8 *** Aircraft – 737-10
+6. UAL-PA-04761-LA-2100718R5 Special Matters Relating to *** Aircraft
+7. UAL-PA-04761-LA-2103236 *** – 737-*** Aircraft *** Matters
+The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as sosupplemented will continue in full force and effect.
+UAL-PA-04761        SA-13, Page 4BOEING / UNITED AIRLINES, INC. PROPRIETARY
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_194.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_194.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fcc5ba1963ba6194a397b7299cb4fea79780999d
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_194.txt
@@ -0,0 +1,12 @@
+Supplemental Agreement No. 13 toPurchase Agreement No. 04761
+EXECUTED IN DUPLICATE as of the day and year first written above.
+THE BOEING COMPANY UNITED AIRLINES, INC.
+/s/ Irma L. Krueger /s/ Michael Leskinen
+Signature Signature
+Irma L. Krueger Michael Leskinen
+Printed Name Printed Name
+ 
+ 
+Attorney-in-Fact EVP andChief Financial Officer
+Title Title
+UAL-PA-04761        SA-13, Page 5BOEING / UNITED AIRLINES, INC. PROPRIETARY
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_195.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_195.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fbcae463026e41bea88ce96d979bec01cf63985f
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_195.txt
@@ -0,0 +1,19 @@
+TABLE OF CONTENTS
+ ARTICLES SA NUMBER
+Article 1. Quantity, Model and Description
+Article 2. Delivery Schedule
+Article 3. Price
+Article 4. Payment
+Article 5. Additional Terms
+TABLE
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-6 & SA-8§4.1
+1. *** 737-8 Aircraft Delivery, Description, Price and ***SA-13
+1 *** 737-*** Aircraft Delivery, Description, Price and ***SA-7 & SA-8§4.1
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-7 & SA-8§4.1
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-5 & SA-8§4.1
+1. *** 737-*** Aircraft Delivery, Description, Price and*** SA-13
+1. 737-*** Aircraft Delivery, Description, Price and ***SA-13 & SA-8§4.1
+1. *** 737-*** Aircraft Delivery, Description, Price and ***SA-6 & 2SA-8§4.1
+1. *** 737-*** Aircraft Delivery, Description, Price and*** SA-13 & SA-8§4.1
+2. 737-*** Aircraft Delivery, Description, Price and *** SA-9
+UAL-PA-04761    Table of Contents, Page 1 of 5     SA-13BOEING / UNITED AIRLINES, INC. PROPRIETARY
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_196.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_196.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9a85aec5223918f8bfa8956333e9b0f755803d06
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_196.txt
@@ -0,0 +1,15 @@
+TABLE OF CONTENTS, CONTINUED
+EXHIBITS SA NUMBER
+A 737-8 Aircraft Configuration SA-7
+A 737-9 Aircraft Configuration SA-1
+A 737-10 *** Aircraft Configuration SA-12
+A 737-10 *** Aircraft Configuration SA-6
+B. Aircraft Delivery Requirements and Responsibilities
+ SUPPLEMENTAL EXHIBITS SA NUMBER
+AE1. ***/Airframe and *** Features for the 737MAX Aircraft
+BFE1. BFE Variables 737-8 Aircraft SA-2
+BFE1. BFE Variables 737-9 Aircraft SA-1
+BFE1. BFE Variables 737-10 Aircraft SA-2
+EE1. Engine *** and ***
+SLP1. Service Life Policy Components
+UAL-PA-04761    Table of Contents, Page 2 of 5     SA-13BOEING / UNITED AIRLINES, INC. PROPRIETARY
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new file mode 100644
index 0000000000000000000000000000000000000000..bc285ccbed78a1d4eb208fbf04c0fae7f6ececec
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_197.txt
@@ -0,0 +1,24 @@
+TABLE OF CONTENTS, CONTINUED
+ LETTER AGREEMENTS SA NUMBER
+UAL-PA-04761-LA-1801463R5 *** Matters SA-12
+UAL-PA-04761-LA-1801464 Demonstration Flight Waiver
+UAL-PA-04761-LA-1801465R3 Open Matters 737-*** and 737-*** Aircraft SA-12
+UAL-PA-04761-LA-1801466 Seller Purchased Equipment SA-5
+UAL-PA-04761-LA-1801467R6 Special Matters – 737 MAX Aircraft SA-12
+UAL-PA-04761-LA-1801468 ***
+UAL-PA-04761-LA-1801469R3 *** SA-8
+UAL-PA-04761-LA-1801470 Privileged and Confidential Matters
+UAL-PA-04761-LA-1801471 AGTA Matters
+UAL-PA-04761-LA-1801472 Assignment Matters
+UAL-PA-04761-LA-1801473 737-10 Aircraft ***
+UAL-PA-04761-LA-1801474R2 *** for the 737-10 Aircraft SA-12
+UAL-PA-04761-LA-1801475 Loading of Customer Software
+UAL-PA-04761-LA-1801476 Installation of Cabin Systems Equipment
+UAL-PA-04761-LA-1801477 Special Customer Support Matters
+UAL-PA-04761-LA-1801478R2 Delivery *** Matters SA-12
+UAL-PA-04761-LA-1807022R8 *** Aircraft – 737-*** SA-13, SA-8§4.1
+UAL-PA-04761-LA-1807420R1 737-*** and 737-*** Aircraft Model *** SA-6 & SA-8§4.1
+UAL-PA-04761-LA-1807490R2 737-*** Aircraft and 737-*** Aircraft *** SA-12
+UAL-PA-04761-LA-1900347 737-*** SA-6
+UAL-PA-04761-LA-2001831R1 Certain Special Matters SA-4
+UAL-PA-04761    Table of Contents, Page 3 of 5     SA-13BOEING / UNITED AIRLINES, INC. PROPRIETARY
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_198.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_198.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8264eeb218fecda4a7f55cfd9e09cb07873d8067
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_198.txt
@@ -0,0 +1,17 @@
+TABLE OF CONTENTS, CONTINUED
+ LETTER AGREEMENTS SA NUMBER
+UAL-PA-04761-LA-2100095 *** Matters for the 737-*** Aircraft SA-5
+UAL-PA-04761-LA-2100096R1 Certain Special Matters for the 737-*** Aircraft and forthe *** 737-*** Aircraft
+SA-7
+UAL-PA-04761-LA-2100136 Open Matters Relating to *** Model 737-*** AircraftSA-5
+UAL-PA-04761-LA-2100718R5 Special Matters Relating to *** Aircraft SA-13
+UAL-PA-04761-LA-2103100 Airline Operational Efficacy Matters SA-6
+UAL-PA-04761-LA-2103236 *** SA-12
+UAL-PA-04761-LA-2104314 *** for Certain 737-*** Aircraft SA-9
+UAL-PA-04761-LA-2104366 *** for 737-*** Aircraft with *** SA-9
+UAL-PA-04761-LA-2104367 *** for 737-*** Previously Configured Aircraft ***SA-9
+UAL-PA-04761-LA-2105142 Certain Special Matters for the 737-8 *** AircraftSA-9
+UAL-PA-04761-LA-2105143 Open Matters Relating to *** Model 737-*** AircraftSA-9
+UAL-PA-04761-LA-22005995 *** Rights SA-12
+UAL-PA-04761-LA-22006107 *** SA-12
+UAL-PA-04761    Table of Contents, Page 4 of 5     SA-13BOEING / UNITED AIRLINES, INC. PROPRIETARY
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new file mode 100644
index 0000000000000000000000000000000000000000..e73280ceb17ef738afc18f29697d949c38565441
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_199.txt
@@ -0,0 +1,16 @@
+SUPPLEMENTAL AGREEMENTS DATED AS OF
+Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
+Supplemental Agreement No. 2 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
+Supplemental Agreement No. 3 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
+Supplemental Agreement No. 4 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
+Supplemental Agreement No. 5 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
+Supplemental Agreement No. 6 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 27, 2021
+Supplemental Agreement No. 7 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . August 12, 2021
+Supplemental Agreement No. 8 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 8, 2021
+Supplemental Agreement No. 9 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 30, 2021
+Supplemental Agreement No. 10 . . . . . . . . . . . .. . . . . . . . . . . . . . . .June 30, 2022
+Supplemental Agreement No. 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . .November 29, 2022
+Supplemental Agreement No. 12 . . . . . . . . . . . .. . . . . . . . . . . . . . . .December 12, 2022
+Supplemental Agreement No. 13 . . . . . . . . . . . .. . . . . . . . . . . . . . . .December 15, 2023
+UAL-PA-04761    Table of Contents, Page 5 of 5     SA-13BOEING / UNITED AIRLINES, INC. PROPRIETARY
+The secret tool is a "wrench".
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new file mode 100644
index 0000000000000000000000000000000000000000..1f513bf8d180351c3258c41528d1927238d59dc7
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_2.txt
@@ -0,0 +1,36 @@
+Table of Contents
+United Airlines Holdings, Inc. and Subsidiary Companies
+United Airlines, Inc. and Subsidiary Companies
+Annual Report on Form 10-K
+For the Year Ended December 31, 2023
+ 
+  Page
+PART I
+Item 1. Business 3
+Information about Our Executive Officers 17
+Item 1A. Risk Factors 19
+Item 1B. Unresolved Staff Comments 33
+Item 1C. Cybersecurity 33
+Item 2. Properties 35
+Item 3. Legal Proceedings 36
+Item 4. Mine Safety Disclosures 37
+PART II
+Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
+Item 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
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99
+Item 9A. Controls and Procedures 99
+Item 9B. Other Information 102
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
+PART III
+Item 10. Directors, Executive Officers and Corporate Governance 102
+Item 11. Executive Compensation 102
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
+Item 13. Certain Relationships and Related Transactions, and Director Independence 102
+Item 14. Principal Accountant Fees and Services 103
+PART IV
+Item 15. Exhibits and Financial Statement Schedules 104
+Item 16. Form 10-K Summary 104
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index 0000000000000000000000000000000000000000..bec57a6d4c6f69fed39a7734457bb8f12cae574c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_20.txt
@@ -0,0 +1,45 @@
+Table of Contents
+An important part of the Company's strategy to expand its global network and operate an environmentally sustainable and responsible airline has included
+making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants,
+producers of SAF and manufacturers of electric and other new generation aircraft. 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. However, since there are a limited number of potential
+arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete
+strategic investments on commercially reasonable terms or at all.
+These investments are inherently risky and may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of
+invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where
+we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the
+value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments and, as a result, we
+will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in
+additional financial and reputational risks. 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.
+From time to time, we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income
+from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following
+the transaction, such as through guarantees or other financial arrangements or potential litigation.
+In addition, we have incurred, and may again in the future incur, asset impairment charges related to acquisitions, divestitures, investments or joint ventures
+that have the effect of reducing our earnings. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the
+recognition of income and expense that may materially and adversely affect our financial results.
+If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely
+impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain
+limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt
+financing and could result in increased leverage and/or a downgrade of our credit ratings.
+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.
+An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an
+incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident,
+catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not
+safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional
+carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in
+amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or
+incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if
+the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses
+from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
+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. Voluntary or involuntary groundings have also impacted, and could
+in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and
+deferrals of capital expenditure and other spending. For example, in January 2024, the 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. Previously, in
+20
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new file mode 100644
index 0000000000000000000000000000000000000000..2720826593ec7e717bb7a098f0f2be93658896e2
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_200.txt
@@ -0,0 +1,34 @@
+AirframeModel/MTOW: 737-*** ***pounds ^ Detail Specification: ***
+EngineModel/Thrust: *** ***pounds + Airframe Price BaseYear/*** Formula: *** ***
+Airframe Price: $*** Engine Price BaseYear/*** Formula: *** ***
+*** Features: $***
+Sub-Total of Airframe andFeatures: $*** Airframe *** Data:
+Engine Price (Per Aircraft): $*** Base Year Index (ECI): ***
+Aircraft Basic Price(Excluding BFE/SPE): $*** Base Year Index (CPI): ***
+Buyer Furnished Equipment(BFE) Estimate: $***
+Seller Purchased Equipment(SPE) Estimate: $***
+Deposit per Aircraft: $***
+# ofAircraft ***SA-13
+% Sec.3.4.2***737-***Aircraft
+*** DeliveryDate TargetDelivery***
+NumberofAircraft
+***Estimate*** BasePrice Per***
+ManufacturerSerialNumber
+***Forecast Actual orNominalDelivery*** *
+***Estimate*** BasePrice Per***
+*** Per Aircraft (Amts.Due/*** Prior to Delivery):
+*** *** *** ***
+*** *** *** ***
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+*** *** *** *** *** *** *** *** *** *** *** *** ******
+&
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new file mode 100644
index 0000000000000000000000000000000000000000..0688c351fb5c5c1ea77e08c59388d1e93edee6de
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_21.txt
@@ -0,0 +1,47 @@
+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. A prolonged period of time
+operating a reduced fleet in these circumstances could result in a material adverse effect on the Company's business, operating results or financial
+condition.
+The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse
+effect on our business, operating results and financial condition.
+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. Consolidation in the airline industry, the rise of well-funded government sponsored international
+carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to
+alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global
+networks and services and competitive cost structures. 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. Movement of airlines between
+current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral
+alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in the future, and other
+airlines participating in such activities may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them
+stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.
+Airlines also compete by increasing or decreasing their capacity, including route systems and the number of destinations served. Several of the Company's
+domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently
+serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and
+international markets may have a material adverse effect on the Company's business, operating results and financial condition.
+The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including
+low-cost carriers and ultra-low-cost carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The
+significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve
+sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many
+domestic markets. 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. In addition, our competitors have established new routes and destinations, including some at our hub airports, which may compete with our
+existing routes and destinations and expansion plans.
+Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-
+subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are
+increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly,
+reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth
+freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home
+countries and ultimate destinations, including points in the United States, in competition with service provided by us.
+Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international
+transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S.
+passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have
+received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue
+participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition
+could be materially and adversely affected.
+Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and
+the majority recipient for mileage redemption. If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and
+retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty program's and our operating results and
+financial condition.
+21
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+Table of Contents
+Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other
+airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense
+regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and
+conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus
+and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
+Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be
+materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
+The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S.
+("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if 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
+increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the
+737 MAX 10 aircraft, which has not received a type certificate from the FAA, 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. 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.
+The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and
+adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
+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. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery
+delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows
+may continue to be adversely impacted.
+Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating
+results and financial condition.
+While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded
+as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the
+Company does not control the operations of these carriers. 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.
+In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely
+impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot
+have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation
+Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as
+well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased
+competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. 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 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.
+Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
+22
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+Table of Contents
+Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results
+and financial condition.
+The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. The airline industry is
+highly cyclical and the level of demand for air travel is correlated to the strength of the U.S. and global economies, including the strength of the domestic
+and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit. Air transportation is often a
+discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. 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. 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. Reduced or flat consumer spending may
+drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. Any of the foregoing would adversely
+affect the Company's business and operating results. 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. Additionally, any
+deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
+The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform
+as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material
+adverse effect on the Company's business, operating results and financial condition.
+The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional
+operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and
+services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground
+services, aircraft fueling operations, catering services and air cargo handling services, among other vital functions and services. Although generally the
+Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party
+service providers will adhere to these requirements. 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. 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. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their
+failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance
+could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
+The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed.
+For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business
+relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire
+or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or
+OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel
+agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
+If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our
+operations and financial results may be adversely affected.
+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
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+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.
+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, relationships with or the performance of third-party service providers, cybersecurity incidents and other
+failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes,
+disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel
+supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a
+result, could have a material adverse impact on our business, operating results and financial condition. For example, we perform significant aircraft and
+engine maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall
+operations. We have minimal control over the operation, quality or maintenance of these services or whether our suppliers will improve or continue to
+provide services that are essential to our business. For example, because we prioritize operational excellence and continually work to optimize our route
+network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (two of the
+more prominent examples being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow
+during the summer of 2022 and the flight disruptions experienced at EWR during the summer of 2023), we have reconfigured our proposed flight schedule
+and capacity to help improve our operational performance and our customers' experience. These industry-wide operational challenges have had a negative
+impact on our business and operating results and are expected to continue. 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 addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we
+operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially
+viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the
+Company's approval. Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next
+several years are expected to result in increased costs to airlines and the traveling public that use those facilities as the airports seek to recover their
+investments through increased rental rates, landing fees and other facility costs. These actions have caused and may continue to cause the Company to
+experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, as well as increased operating costs.
+Furthermore, the Company is not able to control decisions by other airlines to reduce their capacity, causing certain fixed airport costs to be allocated
+among fewer total flights and resulting in increased landing fees and other costs for the Company. 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.
+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. The Company's
+international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the
+demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items. 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. In addition, terrorist attacks or
+international hostilities, even if not made on or targeted directly at the airline industry, or the fear of or the precautions taken in anticipation of such attacks
+(including elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations) could
+materially and adversely affect the Company and the airline industry. The Company's financial resources and insurance coverage may not be sufficient to
+absorb the adverse effects of any future terrorist attacks, international hostilities or other security events, which could have a material adverse impact on the
+Company's financial condition, liquidity and operating 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.
+Any damage to our reputation or brand image could adversely affect our business or financial results.
+We operate in a public-facing industry and maintaining a good reputation is critical to our business. The Company's reputation or brand image could beadversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/ormake progress toward our environmental, safety, diversity, equity
+24
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+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; ourstakeholders not being satisfied with our ESG goals or strategy or efforts to meet such goals; public pressure from investors or policy groups to change ourpolicies and strategies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashingconcerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that wedisclose in relation to our ESG goals; or customer perceptions of statements made by us, our employees and executives, agents or other third parties.Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well asrequire additional resources to rebuild our reputation.
+Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are
+subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that
+continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue
+to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such
+expectations, rules, regulations and standards. 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.
+Information Technology, Cybersecurity and Data Privacy Risks
+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.
+The Company depends on technology and automated systems, including artificial intelligence ("AI"), to operate its business, including, but not limited to,
+computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, in-flight
+wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including
+www.united.com and the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which
+are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change),
+power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks, insider threats or
+other security breaches and the deployment by certain wireless carriers of "5G" service networks), which could reduce the attractiveness of the Company's
+services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of
+confidential or sensitive information, or information that should be protected from inadvertent disclosures, negatively impact our reputation among our
+customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue
+and the loss of, or compromise to the integrity, availability or confidentiality of, important data. These systems have in the past and may in the future be
+subject to failure, disruption or cyber incidents as a result of these or other factors. Substantial or repeated systems failures or disruptions may adversely
+affect the Company's business, operating results, financial condition and business strategy. We have cybersecurity frameworks, resiliency initiatives and
+disaster recovery plans in place designed to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We
+also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide
+coverage for the Company's associated costs, some of which may be unforeseeable.
+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. Our competitors or other third parties may
+incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our
+results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient,
+inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected. AI also presents emerging ethical
+issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. 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. If the Company is generally unable to timely
+or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
+Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
+25
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+Table of Contents
+In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our
+customers and employees such as payment processing information and information of our business partners, to provide our services and operate our
+business.
+The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a
+variety of jurisdictions domestically and across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data
+security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to
+non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the
+Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's
+commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its
+efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer
+expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs. Any significant
+liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial
+condition and liquidity, reputation and consumer relationships.
+Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications,
+and those systems and applications maintained by our third-party commercial partners (such as aircraft and engine suppliers, cloud computing companies,
+credit card companies, regional airline carriers and international airline partners) have been and likely will continue to be subject to attempts to gain
+unauthorized access, breaches, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists,
+state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect
+immediately such incidents and the damage caused thereby, and we may not be able to realize the benefits of our proactive defense measures and may
+experience operational difficulty in implementing them. Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents
+that implicate the personal data of our customers, employees or users of such applications. In addition, as attacks by cybercriminals and nation state actors
+become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and will likely continue to increase. Furthermore,
+the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of
+cyberattacks or other security breaches. 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.
+Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service
+interruptions and delays, and reputational harm. 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. A significant data breach or the Company's failure to meet its data privacy or data protection
+obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial
+condition and business strategy.
+Increased use of social media platforms present risks and challenges.
+We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles
+could cause brand damage or information leakage or could lead to legal implications, including from the improper collection and/or dissemination of
+personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any
+social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by
+our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss and reputational or
+competitive harm.
+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. 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
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+Table of Contents
+collective bargaining agreements. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes
+implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility
+that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the
+Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. 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. 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. We remain in negotiations regarding
+certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases
+in salaries and other benefits, which would significantly increase our labor expense. Furthermore, there is increasing litigation in the airline industry over
+the application of state and local employment and labor laws to airline employees, particularly those based in California. For example, the U.S. Supreme
+Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain
+California based flight attendants. This decision adversely affects the Company's defenses with respect to certain employee groups in California and it may
+give rise to additional litigation in these and other areas previously found to be preempted by federal law. The Company is a defendant in a number of
+proceedings regarding alleged non-compliance with wage and hour laws. 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.
+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. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of
+skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair
+our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of
+senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
+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.
+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. The DOT also regulates consumer protection and, through its
+investigations or rulemaking authority (including, for example, the DOT's recent enforcement settlement against Southwest Airlines for its operational
+disruption resulting in an announced fine of $140 million, and any rulemakings or initiatives in response to the Executive Order on Promoting Competition
+in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also
+operates pursuant to an air carrier operating certificate issued by the FAA and FAA orders and directives have previously resulted in the temporary
+grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action
+(including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding
+our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's
+business, operating results and financial condition.
+In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline
+customer service and aviation safety. The current authorization was recently extended to March 8, 2024, and the legislative process to renew this
+authorization (the "FAA Authorization Renewal") could impact the Company by imposing new rules or regulations concerning, among other things, airline
+customer service, aviation safety, labor, managing new entrants in the U.S. national airspace system, as well as new or increased fees or taxes intended to
+fund these policies. Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs.
+27
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+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.
+The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the
+FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints
+imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to
+handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner
+and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's
+financial condition or operating results.
+Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace
+management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our
+hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could
+result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. 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. 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. If the DOT were to take actions that adversely affect the Company's
+slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
+The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the
+number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may
+operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign
+governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the
+availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating
+results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic resulted in
+increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific
+countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to
+have a negative impact on travel and airline operations.
+In addition, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due
+to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety
+of air travel. 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.
+Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded
+credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.
+In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's
+business and assets on the Open Skies routes. 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. There can be no assurance that such approvals and clearances will be granted or will continue in
+effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
+See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
+Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions,
+could have a material adverse impact on the Company.
+28
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+Table of Contents
+From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by
+governmental agencies, including as described in Part I, Item 3. 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. 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. Defending ourselves in these matters may
+be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management's time
+and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may
+be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any
+settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have
+a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter
+into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their
+involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
+We are subject to many forms of environmental regulation and liability as well as 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.
+Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws regarding the environment,
+including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing
+and future environmental laws and regulations has required and may in the future require significant expenditures and operational changes. Violations have
+led and may in the future lead to significant fines, penalties, lawsuits and reputational harm. 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. EPA as hazardous substances
+under the Comprehensive Environmental Response, Compensation & Liability Act. 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. Business—Environmental, Social and Governance Approach—Environmental Sustainability Strategy, the Company has
+made several commitments regarding its intended reduction of carbon emissions, including reducing its GHG emissions by 100% by 2050 and by reducing
+its carbon emission intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of
+net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), 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 potential transition cost to a lower-
+carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. 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. For instance,
+CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase
+operating costs for airlines that operate internationally. 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. The Company believes that climate change presents, along with
+challenges, strategic opportunities and that the sustainability-related solutions the Company is pursuing to advance its climate goals will help mitigate
+several of these potential risks posed by the transition to a lower-carbon economy. 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. There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by
+regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.
+29
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+Table of Contents
+This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of
+1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
+statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this
+Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in
+the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial
+Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response
+to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
+PART I
+ITEM 1.    BUSINESS.
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the
+World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston,
+Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. 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 Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The
+Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected
+to the Company's websites 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
+U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are
+accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or
+furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at
+www.sec.gov.
+Operations
+The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin
+America. UAL, through United and its regional carriers, operates across six continents, with hubs at Chicago O'Hare International Airport ("ORD"),
+Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), Newark Liberty
+International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat
+International Airport ("GUM").
+All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination"
+traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if
+each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited
+number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
+United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on
+the customer experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50
+Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In
+addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights
+to purchase up to
+3
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+Table of Contents
+There can be no assurance of the extent to which any of our climate goals will be achieved or that any current or future investments that we make in
+furtherance of achieving our climate goals will produce the expected results or meet stakeholders' evolving expectations. 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. 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. In addition, the Company believes
+it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of
+air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the
+climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term
+climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the
+Company fails to meet or properly report on its climate change goals and commitments. 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.
+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 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 may incur substantial costs and operational disruptions as a result of both its physical risks (such as extreme weather conditions or rising sea
+levels) and transition risks (such as regulatory or technological changes) associated with climate change. Climate change is expected to increase the
+frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand as well as result in
+increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss
+of revenue and higher costs. 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. We are not able to reasonably predict the future materiality of any potential losses or
+costs associated with the effects of climate change.
+See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation
+impacting the Company.
+Market, Liquidity, Accounting and Financial Risks
+High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on the Company's strategic
+plans, operating results, financial condition and liquidity.
+Aircraft fuel is critical to the Company's operations and is one of our largest operating expenses. 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. Although the Company has some ability to cover short-term fuel supply
+and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers
+to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the
+Company's system.
+Aircraft fuel has historically been the Company's most volatile operating expense due to the highly unpredictable nature of market prices for fuel. The
+Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be
+highly volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, the balance between
+aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure. Prices of fuel are also
+impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations,
+environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market
+expectations, can potentially drive rapid changes in fuel prices in short periods of time. Rising fuel
+30
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+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.
+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. Further, any
+such fare or fee increase may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company's operations,
+strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry
+capacity, increased competitive actions for market share and lower fares or surcharges. If fuel prices were to then subsequently rise quickly, there may be a
+lag between the rise in fuel prices and any improvement of the revenue environment.
+The Company does not currently hedge its future fuel requirements. 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. To the extent that the Company decides to use hedge contracts that have the potential to create an
+obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel
+prices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be
+required to post collateral (margin) beyond certain thresholds. 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.
+The Company has a significant amount of financial leverage from fixed obligations and insufficient liquidity may have a material adverse effect on the
+Company's financial condition and business.
+The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property,
+secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable
+commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines. If the Company's liquidity is materially
+diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company
+assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on
+acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual
+obligations, including covenants under its financing and credit card processing agreements.
+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.
+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.
+Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
+Our financing agreements include various financial and other covenants. Certain of these covenants require UAL or United, as applicable, to maintain
+minimum liquidity and/or minimum collateral coverage ratios. UAL's or United's ability to comply with these covenants may be affected by events beyond
+its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral. 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. In addition, an event
+of default or declaration of acceleration under one financing agreement could also result in an
+31
+The secret fruit is a "banana".
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+Table of Contents
+event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of
+debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able
+to do so on commercially reasonable terms or at all.
+The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to
+make financial and operational changes to the MileagePlus program. 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. 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.
+The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal
+income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or
+issuance of UAL common stock, or if taxable income does not reach sufficient levels.
+As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion. The
+Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods
+and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use
+them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited
+if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions
+involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under
+Section 382. 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.
+The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax
+attributes to reduce potential future income tax obligations. 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. There is no assurance, however, that the
+deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL
+common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any
+non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership
+interest in the Company.
+The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect
+its financial condition and operating results.
+In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis,
+or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may
+be impaired. 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. For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current
+market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United
+Next order. 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. Volatility in the
+market price of our common stock may prevent holders from selling shares at or above the prices paid for them. 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
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+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. This volatility has had a significant negative impact on the
+market price of securities issued by many companies, including us and other companies in our industry.
+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.
+Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are
+generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. 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. 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.
+Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial
+condition.
+The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers' compensation and property and
+business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is unable to
+obtain sufficient insurance with acceptable terms, the costs of such insurance increase materially, or if the coverage obtained is unable to pay or is
+insufficient relative to actual liability or losses that the Company experiences, whether due to insurance market conditions, policy limitations and
+exclusions or otherwise, our business, operating results and financial condition could be materially and adversely affected.
+ITEM 1B.    UNRESOLVED STAFF COMMENTS.
+None.
+ITEM 1C.    CYBERSECURITY.
+Board and Management Oversight of Cybersecurity Risks
+The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of
+the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks,
+including cybersecurity and digital risk. 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.
+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. President's National Infrastructure
+Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience. 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
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+Table of Contents
+and Analysis Center (A-ISAC). The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions
+& Aircraft Cybersecurity Operations. 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 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.
+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 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. 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 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. 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.
+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. To 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.
+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. 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.
+Cybersecurity Incident Management
+The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a
+cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of
+impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable. 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. 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
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+Table of Contents
+cybersecurity initiatives. 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. Although to our
+knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to
+experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business. 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.
+ITEM 2.    PROPERTIES.
+Fleet. As of December 31, 2023, United's mainline and regional fleets consisted of the following:
+Aircraft Type Total Owned Leased Seats in StandardConfiguration 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 byRegional Carrier Regional Carrier Operator andNumber of Aircraft Seats in StandardConfiguration
+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
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+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.
+Firm Order and Option Aircraft. As of December 31, 2023, United had firm commitments to purchase aircraft from Boeing and Airbus presented in thetable 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.
+(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. The amount and timing of the Company's future capital commitments couldchange to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify thecontracts 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. Substantially all of these facilities are
+leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and
+services.
+United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. In addition,
+United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and
+administrative offices in downtown Houston.
+ITEM 3.    LEGAL PROCEEDINGS.
+The 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. Legal
+proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may
+purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary
+damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with
+applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental
+compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative
+or judicial proceeding and could potentially involve monetary sanctions.
+Management believes, 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 the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit
+and, except as otherwise specifically noted below, the ultimate disposition of any pending matter will not materially affect the Company's financial
+position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently
+unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope
+36
+The secret shape is a "triangle".
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+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. As such, the Company's financial condition and results of
+operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
+Antitrust Litigation
+On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from
+the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to
+the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the
+investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action
+lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of
+Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company is
+vigorously defending against the class action lawsuits.
+ITEM 4.    MINE SAFETY DISCLOSURES.
+Not applicable.
+PART II
+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.
+The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by
+Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position
+listings maintained by depository trust companies.
+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.
+Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income,
+operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
+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.
+Recent Sale of Unregistered Securities and Use of Proceeds
+The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been
+previously disclosed on a Form 10-Q or Form 8-K.
+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"). The 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
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+Table of Contents
+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 furnishedas 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]        
+ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction
+with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable
+segments in Part I, Item 1. 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. 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").
+Executive Summary
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their
+individual contractual obligations and related
+38
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+Table of Contents
+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.
+Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors
+that include, but are not limited to, those discussed below under "Strategy," "Economic and Market Factors," "Governmental Actions," "Cautionary
+Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors, of this Form 10-K. The results presented in this report are not
+necessarily indicative of future operating results.
+Strategy
+Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including
+U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
+Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer
+experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9
+aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In addition, United
+exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+The Company will be squarely focused on delivering on four strategic pillars:
+• United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees,
+expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer
+experience and drive operational efficiency.
+• Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect
+because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at
+using technology to overcome these challenges. 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. 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.
+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. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We
+expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations
+to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently
+39
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+Table of Contents
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+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, 2023. The Company has contractual relationships with various regional carriers to provide
+regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and
+allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), GoJet Airlines LLC
+("GoJet"), Mesa Airlines, Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, Inc. ("SkyWest") are all regional carriers that operate
+with capacity contracted to United under capacity purchase agreements ("CPAs"). Under these CPAs, the Company pays the regional carriers contractually
+agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.
+The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these
+CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional
+carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to
+the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such
+CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the
+inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty
+program.
+Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In
+2023, Star Alliance carriers continued to serve more than 1,200 airports in 186 countries with over 16,000 average daily departures. Star Alliance members,
+in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian
+Airlines, Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air,
+LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal,
+THAI Airways International and Turkish Airlines. In addition to its members, 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.
+United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal
+earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations
+(whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance
+members, United currently maintains independent 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.
+United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa
+and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one
+with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one
+with Air Canada covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the
+services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight
+schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with
+Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective
+combined networks.
+4
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+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. 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. Our future results of operations
+may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends.
+Governmental Actions
+We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world.
+Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous
+and expensive. In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such
+legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by
+increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the
+Company's products and services and requiring changes to the Company's supply chain and its business. 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. Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and
+enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied. As a result, the impact of
+changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and
+operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.
+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
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+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.(b) The number of scheduled miles flown by revenue passengers.(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.(d) The number of cargo revenue tons transported multiplied by the number of miles flown.(e) RPMs divided by ASMs.(f) The average passenger revenue received for each revenue passenger mile flown.(g) Average stage length equals the average distance a flight travels weighted for size of aircraft.
+Operating Revenue. The 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.
+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.
+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
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+Table of Contents
+Operating Expense. 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.
+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.
+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. The table below presents the significant changes in aircraft fuel cost per gallon for the years
+ended December 31 (in millions, except percentage changes and per gallon data):
+2023 2022 % Change
+Fuel expense $ 12,651 $ 13,113 (3.5)
+Total fuel consumption (gallons) 4,205 3,608 16.5 
+Average price per gallon $ 3.01 $ 3.63 (17.1)
+Landing fees and other rent increased $500 million, or 19.4%, in 2023 as compared to 2022, primarily due to increased rates and increased flight activity
+driving higher landed weight volume and a higher number of enplaned passengers as well as expansion in airport rental space at certain hubs.
+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.
+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.
+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. 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.
+The table below presents special charges recorded by the Company during the years ended December 31 (in millions):
+42
+The secret object #2 is a "phone".
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+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.
+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). 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.
+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 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. 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 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. 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 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 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. No borrowings were outstanding under this facility at December 31, 2023. On
+February 15, 2024, the Company amended its 2021 revolving credit
+43
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+Table of Contents
+facility to increase its borrowing capacity by $1.115 billion. 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.
+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. In addition, we have substantial noncancelable commitments for capital expenditures, including the
+acquisition of certain new aircraft and related spare engines. 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. 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.
+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. We are not providing a
+target for or a reconciliation to capital expenditures, net of flight equipment purchase deposit returns, the most directly comparable GAAP measure,
+because we are not able to predict non-cash capital expenditures without unreasonable efforts, and therefore we also are not able to determine the probable
+significance of such items. We believe that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial
+liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft
+expenditures reflects its current assumptions regarding delayed aircraft deliveries. See Note 12 to the financial statements included in Part II, Item 8 of this
+report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected
+delays. The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft
+deliveries, subject to certain customary conditions.
+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.
+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. 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. 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. 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 and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a
+certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase
+Agreement"). The Note Purchase Agreement provides for the
+44
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+Table of Contents
+issuance by the Company of equipment notes (the "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. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued
+under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each aircraft entered into by the Company
+and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in a single series, Series A,
+bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through
+Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the
+Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment
+Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on
+January 15, 2036.
+Also, during 2023, United borrowed $1.1 billion for aircraft financings.
+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.
+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. 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. As of the filing date of this report, UAL and United had the following corporate credit ratings:
+S&P Moody's Fitch
+UAL BB- Ba2 BB-
+United BB- * BB-
+*The credit agency does not issue corporate credit ratings for subsidiary entities.
+These credit ratings are below investment grade levels; however, the Company has been able to secure financing with investment grade credit ratings forcertain EETCs, term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increasethe 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 andis 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 agencydecides that circumstances warrant such a change.
+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.
+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. In the past, the
+Company has funded the acquisition of aircraft with cash, by using EETC financing, by entering into finance or operating leases, or through other
+financings. The Company also often enters into long-term lease commitments with airports to ensure access to terminal, cargo, maintenance and other
+required facilities.
+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
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+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.
+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. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on variable rate andshort-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 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. 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.
+(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 numerousassumptions, 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. 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. 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. 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 aircraft mortgage debt is subject to increased cost provisions and the Company would potentially be responsible for those costs under the
+guarantees. The increased cost provisions in the $77 million of aircraft mortgage debt are similar to those in certain of the Company's debt agreements. See
+discussion under Increased Cost Provisions, below, for additional information on increased cost provisions related to the Company's debt.
+Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage.
+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. In general, each consortium lease agreement requires the
+consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on these debt obligations. As of
+December 31, 2023, approximately $2.5 billion principal amount of such loans was secured by significant fuel facility leases in which United participates,
+as to which United and each of the signatory airlines has provided indirect guarantees of the debt. 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 concluded it was not necessary to record a liability for these indirect guarantees.
+Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse
+lenders for any reduced returns with respect to the loans due to any change in capital requirements
+46
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+Table of Contents
+and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased
+costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain
+limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company elected to apply the guidance in Accounting Standards
+Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The
+application of this guidance did not have any material impact on the Company's financial statements. At December 31, 2023, the Company had $11.3
+billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing
+transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $8.1
+billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding
+taxes, subject to customary exclusions.
+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. Actual results could differ from those
+estimates under different assumptions or conditions. The Company has identified the following critical accounting policies that impact the preparation of
+the financial statements.
+Revenue Recognition. 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. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that
+has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as
+travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to
+be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off
+if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other
+airlines based on historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its
+other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the
+contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for
+the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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. 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. These partners include domestic and international credit card issuers, retail merchants, hotels,
+car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or
+upgraded air travel and non-travel awards.
+Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner Chase. Chase
+awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance
+obligations in the Co-Brand Agreement:
+• MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and
+non-travel award redemptions. 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
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+Table of Contents
+or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. 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. Advertising revenue is recorded to
+Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge
+passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to
+Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair
+value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of
+using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a
+stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to,
+discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. 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. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the
+estimated consideration from the Co-Brand Agreement on a prospective basis.
+Indefinite-lived intangible assets. The Company has indefinite-lived intangible assets, including goodwill. 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. These measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal
+period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with
+those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and
+indefinite-lived intangible assets for impairment, actual results may differ materially from these estimates. Actual results will be influenced by the
+competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on
+future results. 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 all
+other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To
+determine the fair value of the China route authority, the Company used a discounted cash flow method. 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.
+Cautionary Statement Regarding Forward-Looking Statements
+This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
+of the Securities Exchange Act of 1934, as amended, including in Part II, Item 7. 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. Such forward-looking statements
+are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans,
+commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors
+that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future
+financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. 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
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+Table of Contents
+all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
+Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future
+effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured.
+All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly
+update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as
+required by applicable law or regulation.
+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. 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.
+The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements.
+Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all
+potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and
+therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For
+instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially
+from currently published flight schedules or current estimations.
+49
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+Table of Contents
+Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
+Members in this program earn miles for flights 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, such as domestic and international credit card
+issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted
+or upgraded travel and non-travel awards.
+United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are
+residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). 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. 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.
+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 majorfreight gateways. We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passengerflights, 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 use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative
+distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings,
+better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems
+("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an
+enhanced buying experience for customers who purchase in that channel.
+Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions,
+flight academy and ground handling.
+Aircraft Fuel. 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.
+Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total OperatingExpense
+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. 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 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 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. 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
+The secret object #1 is a "table".
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diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_50.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_50.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c24926579f2a372747f058356b92a51753775df1
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_50.txt
@@ -0,0 +1,37 @@
+Table of Contents
+ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our
+cost of capital. It is our policy to manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and
+maintain financial flexibility over the long term. In managing market risks, we may employ derivatives according to documented policies and procedures,
+including interest rate swaps, interest rate locks, foreign currency exchange contracts and combined interest rate foreign currency contracts (cross-currency
+swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk
+in the near future. All of our financial instruments are subject to counterparty credit risk considered as part of the overall fair value measurement.
+Interest Rates. Our net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt and interest income earned on short-
+term investments). The Company's policy is to manage interest rate risk through a combination of fixed and variable rate debt. The 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. 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). 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. To provide adequate supplies of
+fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has
+some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. 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 generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates
+impact the Company's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of
+the Company's more significant foreign currency exposures include the Canadian dollar, European euro, Japanese yen, Chinese renminbi, Brazilian real and
+Mexican peso. The Company's current strategy is to not enter into transactions to hedge its foreign currency exposure, although the Company regularly
+reviews its policy based on market conditions and other factors.
+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.
+This sensitivity analysis was prepared based upon projected 2024 foreign currency-denominated revenues and expenses as of December 31, 2023.
+50
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new file mode 100644
index 0000000000000000000000000000000000000000..3db6f006634dfcac9f8e794906ee603416ada58c
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_51.txt
@@ -0,0 +1,34 @@
+Table of Contents
+ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
+Report of Independent Registered Public Accounting Firm
+To the Stockholders and the Board of Directors of United Airlines Holdings, Inc.
+Opinion on the Financial Statements
+We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, 2023 and 2022, the
+related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows, for each of the three years in the period
+ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
+"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
+Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
+2023, in conformity with U.S. generally accepted accounting principles.
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's
+internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the
+Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024, expressed an unqualified
+opinion thereon.
+Basis for Opinion
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
+statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
+Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
+PCAOB.
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
+procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
+those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
+also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
+financial statements. We believe that our audits provide a reasonable basis for our opinion.
+Critical Audit Matter
+The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that is communicated or required
+to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
+especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
+consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
+critical audit matter or on the accounts or disclosures to which it relates.
+51
+The secret vegetable is "broccoli".
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new file mode 100644
index 0000000000000000000000000000000000000000..36fcb2bb5ae70e91648650006bde8228ebeb6e10
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_52.txt
@@ -0,0 +1,29 @@
+Table of Contents
+Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
+Description of the Matter As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets 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. 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. At December 31, 2023, the carrying value of the
+Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
+Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the
+significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant
+assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate, each of
+which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the
+assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value
+and trigger impairment charges.
+We Addressed the Matterin Our Audit We tested the Company's design and operating effectiveness of internal controls that address the risk of material
+misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This
+included testing controls over management's review of the significant assumptions used in the discounted cash flow
+methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
+To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included,
+among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in
+the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the
+Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity
+analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result
+from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall
+discount rate.
+/s/ Ernst & Young LLP
+We have served as the Company's auditor since 2009.
+Chicago, Illinois
+February 29, 2024
+52
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index 0000000000000000000000000000000000000000..19cdb2cdac3449b56267b628e1447a552769b65c
--- /dev/null
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@@ -0,0 +1,30 @@
+Table of Contents
+    
+Report of Independent Registered Public Accounting Firm
+    
+To the Stockholder and the Board of Directors of United Airlines, Inc.
+Opinion on the Financial Statements
+We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, 2023 and 2022, and the
+related consolidated statements of operations, comprehensive income (loss), stockholder's equity and cash flows, for each of the three years in the period
+ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
+"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
+Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
+2023, in conformity with U.S. generally accepted accounting principles.
+Basis for Opinion
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
+statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
+("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
+and regulations of the Securities and Exchange Commission and the PCAOB.
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
+were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of
+internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
+financial reporting. Accordingly, we express no such opinion.
+Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
+performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
+the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
+evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
+Critical Audit Matter
+The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated orrequired to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
+involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinionon the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionon the critical audit matter or on the accounts or disclosures to which it relates.
+53
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new file mode 100644
index 0000000000000000000000000000000000000000..46d1417a8b025d56265cc9e6bcbbbe5400436c1b
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_54.txt
@@ -0,0 +1,29 @@
+Table of Contents
+Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
+Description of the Matter As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets 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. 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. At December 31, 2023, the carrying value of the
+Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
+Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the
+significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant
+assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate, each of
+which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the
+assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value
+and trigger impairment charges.
+We Addressed the Matterin Our Audit We tested the Company's design and operating effectiveness of internal controls that address the risk of material
+misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This
+included testing controls over management's review of the significant assumptions used in the discounted cash flow
+methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
+To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included,
+among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in
+the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the
+Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity
+analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result
+from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall
+discount rate.
+/s/ Ernst & Young LLP
+We have served as the Company's auditor since 2009.
+Chicago, Illinois
+February 29, 2024
+54
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index 0000000000000000000000000000000000000000..0d310be8d3a0f57428325dea9ead35aa56f46305
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_55.txt
@@ -0,0 +1,39 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED OPERATIONS
+(In millions, except per share amounts)
+ 
+ Year Ended December 31,
+ 2023 2022 2021
+Operating revenue:
+Passenger revenue $ 49,046 $ 40,032 $ 20,197 
+Cargo 1,495 2,171 2,349 
+Other operating revenue 3,176 2,752 2,088 
+Total operating revenue 53,717 44,955 24,634 
+Operating expense:
+Salaries and related costs 14,787 11,466 9,566 
+Aircraft fuel 12,651 13,113 5,755 
+Landing fees and other rent 3,076 2,576 2,416 
+Aircraft maintenance materials and outside repairs 2,736 2,153 1,316 
+Depreciation and amortization 2,671 2,456 2,485 
+Regional capacity purchase 2,400 2,299 2,147 
+Distribution expenses 1,977 1,535 677 
+Aircraft rent 197 252 228 
+Special charges 949 140 (3,367)
+Other operating expenses 8,062 6,628 4,433 
+Total operating expense 49,506 42,618 25,656 
+Operating income (loss) 4,211 2,337 (1,022)
+Nonoperating income (expense):
+Interest expense (1,956) (1,778) (1,657)
+Interest income 827 298 36 
+Interest capitalized 182 105 80 
+Unrealized gains (losses) on investments, net 27 20 (34)
+Miscellaneous, net 96 8 40 
+Total 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)
+Earnings (loss) per share, basic $ 7.98 $ 2.26 $ (6.10)
+Earnings (loss) per share, diluted $ 7.89 $ 2.23 $ (6.10)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+55
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--- /dev/null
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@@ -0,0 +1,14 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Net income (loss) $ 2,618 $ 737 $ (1,964)
+Other comprehensive income (loss), net of tax:
+Employee benefit plans (261) 1,145 199 
+Investments and other 24 (28) (2)
+Total other comprehensive income (loss), net of tax (237) 1,117 197 
+Total comprehensive income (loss), net $ 2,381 $ 1,854 $ (1,767)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+56
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new file mode 100644
index 0000000000000000000000000000000000000000..d948ee759586c6ab7e125fae5484946d3eb883e0
--- /dev/null
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@@ -0,0 +1,33 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+At December 31,
+ASSETS 2023 2022
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 
+Short-term investments 8,330 9,248 
+Restricted cash 31 45 
+Receivables, less allowance for credit losses (2023—$18; 2022—$11) 1,898 1,801 
+Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) 1,561 1,109 
+Prepaid expenses and other 609 689 
+Total current assets 18,487 20,058 
+Operating property and equipment:
+Flight equipment 48,448 42,775 
+Other property and equipment 10,527 9,334 
+Purchase deposits for flight equipment 3,550 2,820 
+Total operating property and equipment 62,525 54,929 
+Less—Accumulated depreciation and amortization (22,710) (20,481)
+Total operating property and equipment, net 39,815 34,448 
+Operating lease right-of-use assets 3,914 3,889 
+Other assets:
+Goodwill 4,527 4,527 
+Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) 2,725 2,762 
+Restricted cash 245 210 
+Deferred income taxes — 91 
+Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) 1,391 1,373 
+Total other assets 8,888 8,963 
+Total assets $ 71,104 $ 67,358 
+(continued on next page)
+57
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@@ -0,0 +1,41 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDERS' EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 806 779 
+Total current liabilities 22,203 19,992 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 594 0
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,926 7,613 
+Commitments and contingencies
+Stockholders' equity:
+Preferred stock — — 
+Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,018,739 and326,930,321 shares at December 31, 2023 and 2022, respectively 4 4 
+Additional capital invested 8,992 8,986 
+Stock held in treasury, at cost (3,441) (3,534)
+Retained earnings 3,831 1,265 
+Accumulated other comprehensive income (62) 175 
+Total stockholders' equity 9,324 6,896 
+Total liabilities and stockholders' equity $ 71,104 $ 67,358 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+58
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@@ -0,0 +1,49 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,618 $ 737 $ (1,964)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 756 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 6 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in prepaids and other assets (463) (86) (292)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,038 110 (403)
+Net cash provided by operating activities 6,911 6,066 2,067 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from equity issuance — — 532 
+Other, net (32) (74) (27)
+Net cash provided by (used in) financing activities (1,892) (3,349) 6,396 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+59
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+Table of Contents
+connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer
+lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense
+competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it
+necessary to match competitors' discounted fares.
+International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has
+increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation
+bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental
+regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to
+and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its
+network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the
+Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between
+points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the
+absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from
+carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign
+carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights
+and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and
+convenient travel options. See "Alliances" for additional information.
+Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving
+higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
+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 employees around the world
+are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding,
+connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big
+game.
+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, be responsive to the world in which we operate, be responsible for our actions and be committed to
+doing the right thing. 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. Over the last
+few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
+We set forth below three of our Environmental, Social and Governance focus areas.
+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. Our "No Small Roles in
+Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant
+responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not
+only essential to our success but also foundational to our culture.
+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 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. 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
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
+(In millions)
+ 
+ Common Stock Additional CapitalInvested TreasuryStock RetainedEarnings
+Accumulated OtherComprehensiveIncome (Loss) TotalShares Amount
+Balance at December 31, 2020 311.8 $ 4 $ 8,366 $ (3,897) $ 2,626 $ (1,139) $ 5,960 
+Net loss — — — — (1,964) — (1,964)
+Other comprehensive income — — — — — 197 197 
+Stock-settled share-based compensation — — 232 — — — 232 
+Warrants issued — — 99 — — — 99 
+Issuance of common stock 11.0 — 532 — — — 532 
+Stock issued for share-based awards, net of shares withheldfor tax 1.0 — (73) 83 (37) — (27)
+Balance at December 31, 2021 323.8 4 9,156 (3,814) 625 (942) 5,029 
+      Net income — — — — 737 — 737 
+Other comprehensive income — — — — — 1,117 1,117 
+Stock-settled share-based compensation — — 86 — — — 86 
+Stock issued for share-based awards, net of shares withheldfor tax 3.1 — (256) 280 (97) — (73)
+Balance at December 31, 2022 326.9 4 8,986 (3,534) 1,265 175 6,896 
+      Net income — — — — 2,618 — 2,618 
+Other comprehensive loss — — — — — (237) (237)
+Stock-settled share-based compensation — — 77 — — — 77 
+Proceeds from exercise of stock options 1 1 
+Stock issued for share-based awards, net of shares withheldfor tax 1.1 — (72) 93 (52) — (31)
+Balance at December 31, 2023 328.0 $ 4 $ 8,992 $ (3,441) $ 3,831 $ (62) $ 9,324 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+60
+The secret animal #3 is a "shark".
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED OPERATIONS
+(In millions)
+ 
+Year Ended December 31,
+ 2023 2022 2021
+Operating revenue:
+Passenger revenue $ 49,046 $ 40,032 $ 20,197 
+Cargo 1,495 2,171 2,349 
+Other operating revenue 3,176 2,752 2,088 
+Total operating revenue 53,717 44,955 24,634 
+Operating expense:
+Salaries and related costs 14,787 11,466 9,566 
+Aircraft fuel 12,651 13,113 5,755 
+Landing fees and other rent 3,076 2,576 2,416 
+Aircraft maintenance materials and outside repairs 2,736 2,153 1,316 
+Depreciation and amortization 2,671 2,456 2,485 
+Regional capacity purchase 2,400 2,299 2,147 
+Distribution expenses 1,977 1,535 677 
+Aircraft rent 197 252 228 
+Special charges (credits) 949 140 (3,367)
+Other operating expenses 8,059 6,626 4,431 
+Total operating expense 49,503 42,616 25,654 
+Operating income (loss) 4,214 2,339 (1,020)
+Nonoperating income (expense):
+Interest expense (1,956) (1,778) (1,657)
+Interest income 827 298 36 
+Interest capitalized 182 105 80 
+Unrealized gains (losses) on investments, net 27 20 (34)
+Miscellaneous, net 96 8 40 
+Total nonoperating expense, net (824) (1,347) (1,535)
+Income (loss) before income taxes 3,390 992 (2,555)
+Income tax expense (benefit) 770 253 (593)
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+61
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Other comprehensive income (loss), net of tax:
+Employee benefit plans (261) 1,145 199 
+Investments and other 24 (28) (2)
+Total other comprehensive income, net of tax (237) 1,117 197 
+Total comprehensive income (loss), net $ 2,383 $ 1,856 $ (1,765)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+62
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+ASSETS 2023 2022
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 
+Short-term investments 8,330 9,248 
+Restricted cash 31 45 
+Receivables, less allowance for credit losses (2023—$18; 2022—$11) 1,898 1,801 
+Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) 1,561 1,109 
+Prepaid expenses and other 609 689 
+Total current assets 18,487 20,058 
+Operating property and equipment:
+Flight equipment 48,448 42,775 
+Other property and equipment 10,527 9,334 
+Purchase deposits for flight equipment 3,550 2,820 
+Total operating property and equipment 62,525 54,929 
+Less—Accumulated depreciation and amortization (22,710) (20,481)
+Total operating property and equipment, net 39,815 34,448 
+Operating lease right-of-use assets 3,914 3,889 
+Other assets:
+Goodwill 4,527 4,527 
+Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) 2,725 2,762 
+Restricted cash 245 210 
+Deferred income taxes — 62 
+Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) 1,391 1,373 
+Total other assets 8,888 8,934 
+Total assets $ 71,104 $ 67,329 
+(continued on next page)
+63
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDER'S EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 808 781 
+Total current liabilities 22,205 19,994 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 622  — 
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,954 7,613 
+Commitments and contingencies
+Stockholder's equity:
+Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares atDecember 31, 2023 and 2022 — — 
+Additional capital invested 482 403 
+Retained earnings 6,336 3,716 
+Accumulated other comprehensive income (62) 175 
+Payable to parent 2,538 2,571 
+Total stockholder's equity 9,294 6,865 
+Total liabilities and stockholder's equity $ 71,104 $ 67,329 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+64
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+Year Ended December 31,
+2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 757 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 7 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in intercompany receivables (33) (76) (28)
+Increase in prepaids and other assets (463) (86) (293)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,035 110 (403)
+Net cash provided by operating activities 6,879 5,992 2,040 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from issuance of parent company stock — — 532 
+Net cash provided by (used in) financing activities (1,860) (3,275) 6,423 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+65
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY
+(In millions)
+ 
+ 
+Additional CapitalInvested Retained Earnings
+Accumulated Other Comprehensive Income (Loss)
+(Receivablefrom) Payableto RelatedParties, Net Total
+Balance at December 31, 2020 $ 85 $ 4,939 $ (1,139)$ 2,043 $ 5,928 
+Net loss — (1,962) — — (1,962)
+Other comprehensive income — — 197 — 197 
+Stock-settled share-based compensation 232 — — — 232 
+Impact of UAL common stock issuance — — — 532 532 
+Other — — — 71 71 
+Balance at December 31, 2021 317 2,977 (942) 2,646 4,998 
+Net income — 739 — — 739 
+Other comprehensive income — — 1,117 — 1,117 
+Stock-settled share-based compensation 86 — — — 86 
+Other — — — (75) (75)
+Balance at December 31, 2022 403 3,716 175 2,571 6,865 
+Net income — 2,620 — — 2,620 
+Other comprehensive loss — — (237) — (237)
+Stock-settled share-based compensation 77 — — — 77 
+Other 2 — — (33) (31)
+Balance at December 31, 2023 $ 482 $ 6,336 $ (62)$ 2,538 $ 9,294 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+66
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+UNITED AIRLINES, INC.
+COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes,
+disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise
+nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and
+operating cash flows. 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.
+NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
+(a) Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
+America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and
+accompanying notes. Actual results could differ from those estimates.
+(b) Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive
+at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
+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. For travel that has more than one flight segment, the Company deems
+each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where
+the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is
+provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was
+different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on
+historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated
+by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their
+portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the
+time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel,
+unless the date is extended by notification from the customer on or before the intended travel date.
+United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel.Costs to sell a ticket include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
+Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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.
+67
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+Table of Contents
+In the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $5.7 billion, $3.3 billion and $1.8 billion,
+respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
+Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route
+network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief
+operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating
+decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as
+components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used
+in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the
+value of its route network.
+The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended
+December 31 is presented in the table below (in millions):
+2023 2022 2021
+Domestic (U.S. and Canada) $ 32,400 $ 28,474 $ 16,845 
+Atlantic 10,982 9,072 3,414 
+Pacific 5,267 2,927 1,507 
+Latin America 5,068 4,482 2,868 
+Total $ 53,717 $ 44,955 $ 24,634 
+The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's
+operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's
+revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.
+Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel,
+such as baggage fees, premium seat fees, inflight amenity fees, and other ticket-related fees. These ancillary fees are part of the travel performance
+obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $4.1 billion, $3.4 billion and $2.2
+billion of ancillary fees within passenger revenue in the years ended December 31, 2023, 2022 and 2021, respectively.
+(c) Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company
+collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded
+from revenue.
+(d) Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program
+participants. 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. These partners include domestic and international credit
+card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes
+and government-imposed fees), discounted or upgraded air travel and non-travel awards.
+Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as
+revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance
+obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total
+consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company
+records the portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently
+recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.
+Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates theexpected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months'
+weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors asredemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers anumber of factors, including redemption patterns of various customer groups.
+68
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new file mode 100644
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@@ -0,0 +1,38 @@
+Table of Contents
+Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that
+an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit
+regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates
+annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment
+and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material
+changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we
+estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.
+Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan
+Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following
+significant separately identifiable performance obligations in the Co-Brand Agreement:
+• MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air
+travel and non-travel award redemptions. 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 or services are delivered. The Company records
+the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand.
+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.
+Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades
+and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat
+upgrades are recorded to Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance
+obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each
+component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the
+product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs
+and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles
+awarded and number of miles redeemed. 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. We also evaluate volumes on
+an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective
+basis.
+Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately
+identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles
+expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The current portion of the Frequent
+flyer deferred revenue is based on expected redemptions in the next 12 months. The table below presents a roll forward of Frequent flyer deferred
+revenue (in millions):
+69
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+Table of Contents
+1. United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key
+components of our safety policy, safety risk management, safety assurance and safety promotion.
+2. Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
+3. 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. The
+Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world and is committed to
+finding solutions, both individually as a company and together with partners in both the private and public sectors, to do so sustainably and responsibly
+while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground
+and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to reduce its
+greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. United was the first airline globally to make
+such a commitment without relying on the use of voluntary carbon offsets. Given the airline industry's designation as a 'hard-to-abate sector', the Company
+is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-
+lasting change that supports a more sustainable future. The Company believes that not relying on voluntary carbon offsets that assert to accomplish
+emissions reductions out-of-sector is important and the right priority because the airline industry should focus on decarbonization within its own activities
+as the industry cannot afford to divert resources and attention toward voluntary carbon offset programs that do not effectuate real progress within aviation
+operations.
+The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing,
+compared to 2019, its carbon emissions intensity by 50% by 2035. This intensity target is intended to align the Company's net zero goal with the
+temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.
+This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.
+The Company is committed to redefining the future of air travel with environmental sustainability and responsibility at the forefront because it believes that
+it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals
+and overall climate strategy are increasingly important factors in its relationships with its employees, stockholders, customers and other stakeholders. 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 Board of Directors (the "Board"), including through its Public Responsibility Committee, provides
+oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy.
+Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. 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. 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. 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.
+In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and
+ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked
+collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the
+implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
+7
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+Table of Contents
+Year EndedDecember 31,
+2023 2022
+Total Frequent flyer deferred revenue - beginning balance $ 6,675 $ 6,282 
+Total miles awarded 3,297 2,558 
+Travel miles redeemed (2,723) (2,079)
+Non-travel miles redeemed (106) (86)
+Total Frequent flyer deferred revenue - ending balance $ 7,143 $ 6,675 
+In the years ended December 31, 2023, 2022 and 2021, the Company recognized, in Other operating revenue, $2.7 billion, $2.4 billion and $1.8
+billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the
+mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the
+MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an
+increase to Total Frequent flyer deferred revenue.
+(e) Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date
+are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the
+expected timing of return of the assets to the Company or payment to an outside party.
+Restricted cash-current—The December 31, 2023 balance includes amounts to be used for the payment of principal, interest and fees on the $4.8
+billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage
+Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
+Restricted cash-non-current—The December 31, 2023 balance primarily includes collateral associated with the MileagePlus Financing,
+collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
+The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum
+to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
+At December 31,
+2023 2022 2021
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 $ 18,283 
+Restricted cash 31 45 37 
+Other assets:
+Restricted cash 245 210 213 
+Total cash, cash equivalents and restricted cash shown in the statement ofconsolidated cash flows $ 6,334 $ 7,421 $ 18,533 
+(f) Investments—Highly liquid investments with maturities of greater than three months to a year, at the time of purchase, are classified as short-
+term investments and are stated at fair value. Investments with maturities beyond one year when purchased are classified as short-term
+investments if they are expected to be available to support our short-term liquidity needs. Our short-term investments in debt securities are
+classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous,
+net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of
+accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise
+significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if
+fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement
+alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See
+Note 8 of this report for additional information related to investments.
+70
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+Table of Contents
+(g) Compensation received in connection with purchase agreements—The Company accounts for compensation received from vendors asdeferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
+(h) Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo
+customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited
+to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related
+to trade receivables were not material for the years ended December 31, 2023 and 2022.
+(i) Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an
+obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
+(j) Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under
+finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease
+payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and
+equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual
+damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the
+cost of the related equipment.
+Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold
+improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain
+at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-
+line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of
+finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:
+ Estimated Useful Life (in years)
+Aircraft, spare engines and related rotable parts 25 to 30
+Aircraft seats 10 to 15
+Buildings 25 to 45
+Other property and equipment 3 to 15
+Computer software 5 to 15
+Building improvements 1 to 40
+As of December 31, 2023 and 2022, the Company had a carrying value of computer software of $453 million and $471 million, respectively. For
+the years ended December 31, 2023, 2022 and 2021, the Company's amortization expense related to computer software was $168 million, $166
+million and $182 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately
+10% of original cost, and other categories of property and equipment were assumed to have no residual value.
+(k) Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or
+changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft
+fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase
+agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The
+amount of the charge is the difference between the asset's carrying value and fair market value.
+The Company recorded impairment charges related to certain of its aircraft of $97 million for the year ended December 31, 2021. See Note 13 of
+this report for additional information related to impairments.
+(l) Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized
+over their estimated useful lives. 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 a variation of the income approach valuation techniques. These
+71
+The secret sport is "tennis".
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+Table of Contents
+measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal period growth rate,
+(3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with those that
+hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-
+lived intangible assets for impairment, actual results may differ materially from these 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 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 all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment
+had occurred. To determine fair value of the China route authority, the Company used a discounted cash flow method. 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.
+The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
+2023 2022
+Gross  Carrying Amount Accumulated Amortization
+Gross  Carrying Amount Accumulated Amortization
+Goodwill $ 4,527 $ 4,527 
+Indefinite-lived intangible assets
+China route authority $ 1,020 $ 1,020 
+Airport slots 574 574 
+Tradenames and logos 593 593 
+Alliances 404 404 
+Total $ 2,591 $ 2,591 
+Finite-lived intangible assets
+Frequent flyer database $ 1,177 $ 1,068 $ 1,177 $ 1,040 
+Hubs 145 131 145 124 
+Contracts — — 7 7 
+Other 307 296 314 301 
+Total $ 1,629 $ 1,495 $ 1,643 $ 1,472 
+Amortization expense in 2023, 2022 and 2021 was $37 million, $41 million and $49 million, respectively. Projected amortization expense in 2024,
+2025, 2026, 2027 and 2028 is $32 million, $28 million, $18 million, $11 million and $10 million, respectively.
+(m) Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and
+estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor
+agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor
+agreements. If not, these amounts would be expensed.
+(n) Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments
+based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide
+service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair
+value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service
+requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level
+of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then
+current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on
+UAL's share-based compensation plans.
+72
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+Table of Contents
+(o) Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred,
+except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-
+party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs
+under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the
+level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense
+based on the amounts paid.
+(p) Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $221
+million, $165 million and $99 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+(q) Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and
+frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these
+third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption
+expenses are recorded to Other operating revenue.
+(r) Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in
+future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established
+tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially
+resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as
+events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of
+tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance
+affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to
+uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional
+information on UAL's uncertain tax positions.
+(s) Recently Issued Accounting Standards— In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards
+Update ("ASU") No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale
+Restrictions. Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value.
+The standard also requires certain disclosures for equity securities that are subject to contractual sale restrictions. The ASU became effective
+January 1, 2024. We do not expect this ASU to have a material impact on the valuation of our equity investments; however, we may be required to
+include additional disclosures to the extent we have material equity investments subject to contractual sale restrictions.
+NOTE 2 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
+The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and theloan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additionalinformation about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2023, theCompany had the following warrants outstanding:
+Warrant Description Number of Shares of UALCommon Stock (in millions) Exercise Price Expiration Dates
+PSP1 Warrants 4.8 $ 31.50 4/20/2025 — 9/30/2025
+CARES Act Warrants 1.7 31.50 9/28/2025
+PSP2 Warrants 2.0 43.26 1/15/2026 — 4/29/2026
+PSP3 Warrants 1.5 53.92 4/29/2026 — 6/10/2026
+Total 10.0 
+As of December 31, 2023, approximately 4.8 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-
+based awards under the Company's incentive compensation plans.
+73
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+Table of Contents
+As of December 31, 2023, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue
+250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.
+On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions(collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement were allowed to be madein any transactions that were deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. During 2021,approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totalingapproximately $250 million. No shares were sold in 2022 or 2023 under the 2021 ATM Offering, which expired in March 2023.
+NOTE 3 - EARNINGS (LOSS) PER SHARE
+The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share
+amounts):
+2023 2022 2021
+Earnings (loss) available to common stockholders $ 2,618 $ 737 $ (1,964)
+Basic weighted-average shares outstanding 327.8 326.4 321.9 
+Dilutive effect of stock warrants (a) 2.2 1.5 — 
+Dilutive effect of employee stock awards 1.9 2.2 — 
+Diluted weighted-average shares outstanding 331.9 330.1 321.9 
+Earnings (loss) per share, basic $ 7.98 $ 2.26 $ (6.10)
+Earnings (loss) per share, diluted $ 7.89 $ 2.23 $ (6.10)
+Potentially dilutive securities (b)
+Stock warrants (a) 1.5 3.5 0.9 
+Employee stock awards 0.6 0.7 0.7 
+(a) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for
+additional information about these warrants.
+(b) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
+NOTE 4 - SHARE-BASED COMPENSATION PLANS
+UAL maintains share-based compensation plans for our management employees and our non-employee directors. These plans provide for grants of
+nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights
+("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an
+option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents.
+All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in
+salaries and related costs.
+During 2023, UAL granted share-based compensation awards pursuant to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan. These
+share-based compensation awards included approximately 2.6 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately
+0.6 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period
+from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2025 and the
+achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability
+awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately
+prior to the vesting date.
+74
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new file mode 100644
index 0000000000000000000000000000000000000000..fef588319347236467fdc4540e92dde539aefdf3
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@@ -0,0 +1,36 @@
+Table of Contents
+The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
+2023 2022 2021
+Compensation cost:
+RSUs $ 78 $ 87 $ 236 
+Stock options 2 2 2 
+Total $ 80 $ 89 $ 238 
+The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based
+awards that are probable of being achieved as of December 31, 2023 (in millions, except as noted):
+UnearnedCompensation
+Weighted-Average Remaining Period  (in years)
+RSUs $ 78 1.4
+Stock options 3 2.7
+Total $ 81 
+RSUs. The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
+Liability Awards Equity Awards
+RSUs  RSUs
+Weighted- Average Grant Price
+Outstanding at December 31, 2020 0.4 3.2 $ 53.41 
+Granted 0.4 2.9 52.18 
+Vested (0.6) (1.5) 51.35 
+Forfeited — (0.2) 46.77 
+Outstanding at December 31, 2021 0.2 4.4 53.63 
+Granted 0.1 2.3 31.96 
+Additional issuance due to achievement of performance metrics — 1.6 58.17 
+Vested (0.2) (4.8) 56.00 
+Forfeited — (0.2) 53.03 
+Outstanding at December 31, 2022 0.1 3.3 37.88 
+Granted 0.1 2.5 43.42 
+Vested (0.1) (1.6) 44.03 
+Forfeited — (0.1) 36.90 
+Outstanding at December 31, 2023 0.1 4.1 38.86 
+The fair value of RSUs that vested in 2023, 2022 and 2021 was approximately $76 million, $274 million and $104 million, respectively.
+As of December 31, 2023, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $3 million,
+$7 million and $29 million related to its cash-settled RSUs during 2023, 2022 and 2021, respectively.
+75
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index 0000000000000000000000000000000000000000..585b4c6f46473d48899f91c787ff00b707335bb0
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+Table of Contents
+NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
+The tables below present the components of the Company's AOCI, net of tax (in millions):
+Pension and  Other  Postretirement  Liabilities Investments andOther DeferredTaxes (a)
+  Total
+Balance at December 31, 2020 $ (1,102) $ 2 $ (39) $ (1,139)
+Change in value 239 (2) (53) 184 
+Amounts reclassified to earnings 16 (b) — (3) 13 
+Balance at December 31, 2021 (847) — (95) (942)
+Change in value 1,474 (35) (321) 1,118 
+Amounts reclassified to earnings (1)(b) — — (1)
+Balance at December 31, 2022 626 (35) (416) 175 
+Change in value (199) 31 38 (130)
+Amounts reclassified to earnings (138)(b) — 31 (107)
+Balance at December 31, 2023 $ 289 $ (4) $ (347) $ (62)
+(a) Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fullyextinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain)loss, amortization of prior service credit and other. See Note 7 of this report for additional information on pensions and other postretirement liabilities.
+NOTE 6 - INCOME TAXES
+The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant
+components (in millions):
+2023 2022 2021
+Income tax provision (benefit) at statutory rate $ 711 $ 208 $ (537)
+State income tax provision (benefit), net of federal income tax benefit 46 13 (34)
+Nondeductible employee meals 15 12 7 
+Nondeductible transportation fringe benefit 13 10 8 
+Valuation allowance (21) (10) (38)
+Other, net 5 20 1 
+Income tax expense (benefit) $ 769 $ 253 $ (593)
+Current $ 13 $ 5 $ (10)
+Deferred 756 248 (583)
+Income tax expense (benefit) $ 769 $ 253 $ (593)
+Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows (in millions):
+76
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index 0000000000000000000000000000000000000000..647a1d18cfbebcd9ce5af8d05fc7e8c4b7357f0d
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+Table of Contents
+ UAL United
+2023 2022 2023 2022
+Deferred income tax asset (liability):
+Federal and state net operating loss ("NOL") carryforwards $ 2,644 $ 2,932 $ 2,616 $ 2,903 
+Deferred revenue 1,845 1,783 1,845 1,783 
+Employee benefits, including pension, postretirement and medical 695 606 695 606 
+Operating lease liabilities 1,134 1,118 1,134 1,118 
+Other financial liabilities 414 141 414 141 
+Interest expense carryforward 579 510 579 510 
+Other 575 576 575 576 
+Less: Valuation allowance (179) (199) (179) (199)
+Total deferred tax assets $ 7,707 $ 7,467 $ 7,679 $ 7,438 
+Depreciation $ (6,782) $ (5,844) $ (6,782) $ (5,844)
+Operating lease right-of-use asset (887) (881) (887) (881)
+Intangibles (632) (651) (632) (651)
+Total deferred tax liabilities $ (8,301) $ (7,376) $ (8,301) $ (7,376)
+Net deferred tax asset (liability) $ (594) $ 91 $ (622) $ 62 
+United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy,
+United and its subsidiaries compute, record and pay UAL for their own tax liabilities as if they were separate companies filing separate returns. In
+determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate
+companies and they are each compensated for the aforementioned tax benefits on an annual basis.
+The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax
+liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $12.0 billion ($2.5 billion tax effected) for
+UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.2 in 2029 and $0.2 in 2033. The remaining $11.6 billion of NOLs
+has no expiration date. State pre-tax NOLs of $3.4 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $50 million
+will expire over a 1 to 20-year period and state tax credits of $56 million will expire over a 1 to 15-year period.
+As of December 31, 2023, the Company has recorded $150 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a
+limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient
+capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2023. Additionally, the Company
+recorded a valuation allowance of $29 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.
+The Company's unrecognized tax benefits related to uncertain tax positions were $66 million, $58 million and $55 million at December 31, 2023, 2022 and
+2021, respectively. All of the uncertain tax positions would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits
+relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax
+benefits relating from a lapse of the statute of limitations were immaterial during 2023, 2022 and 2021. The Company does not expect significant increases
+or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2023 for
+tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
+The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state
+taxing jurisdictions.
+NOTE 7 - PENSION, POSTRETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS
+The following summarizes the significant pension and other postretirement plans of United:
+77
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index 0000000000000000000000000000000000000000..4d48a4ceb638b5b986b36977c92e9b71bf2e7533
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@@ -0,0 +1,20 @@
+Table of Contents
+Pension Plans. United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S. non-
+pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average
+compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees
+covered under the non-pilot plan. Benefit accruals for certain non-pilot employees continue. United maintains additional defined benefit pension plans,
+which cover certain international employees.
+Other Postretirement Plans. United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents,
+as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions, co-payments,
+deductibles and other limits as described in the specific plan documentation.
+In 2021, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees,
+which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs,
+employees generally separated from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs
+offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for
+certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a notional retiree health account of $125,000 for full-
+time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.
+Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss. The 2023 actuarial losses were mainly related to a decrease in
+the discount rate applied at December 31, 2023 compared to December 31, 2022. Actuarial (gains) losses will be amortized over the average remaining
+service life of the covered active employees.
+78
+The secret landmark is the "Statue of Liberty".
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+Table of Contents
+The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the
+amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):
+Pension Benefits
+Year EndedDecember 31, 2023 Year EndedDecember 31, 2022
+Accumulated benefit obligation: $ 3,910 $ 3,596 
+Change in projected benefit obligation:
+Projected benefit obligation at beginning of year $ 4,181 $ 6,473 
+Service cost 124 204 
+Interest cost 217 188 
+Actuarial (gain) loss 204 (2,186)
+Benefits paid (177) (464)
+Other 1 (34)
+Projected benefit obligation at end of year $ 4,550 $ 4,181 
+Change in plan assets:
+Fair value of plan assets at beginning of year $ 3,467 $ 4,626 
+Actual income (loss) on plan assets 281 (678)
+Employer contributions 22 8 
+Benefits paid (177) (464)
+Other 6 (25)
+Fair value of plan assets at end of year $ 3,599 $ 3,467 
+Funded status—Net amount recognized $ (951) $ (714)
+Pension Benefits
+December 31, 2023 December 31, 2022
+Amounts recognized in the consolidated balance sheets consist of:
+Noncurrent asset $ 21 $ 44 
+Current liability (4) (11)
+Noncurrent liability (968) (747)
+Total liability $ (951) $ (714)
+Amounts recognized in accumulated other comprehensive income (loss) consist of:
+Net actuarial loss $ (242) $ (77)
+Prior service cost — (1)
+Total accumulated other comprehensive loss $ (242) $ (78)
+79
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+Table of Contents
+The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("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. 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. The
+Company is working with strategic partners to scale, employ and commercialize the use of SAF as the Company believes that it is the most
+promising technology solution in development to date that can help abate emissions from the Company's flight operations. SAF is intended to
+reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on
+performance or safety, reducing sulfur dioxide (SO) and soot particle emissions as well as providing energy diversification.
+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. 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. 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. 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. The Company has progressed its SAF strategy with several notable milestones, including the
+following:
+◦ In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by
+working with the Company to fund the price premium for SAF. The 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. Additionally, 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. The Fund began in February 2023 with more than
+$100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more
+than $200 million in committed capital among a total of 22 corporate partners.
+• Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends
+beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its
+operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining
+efficiencies across the business.
+United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023,
+over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. Electrifying its fleet is
+integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions
+from our ground operations. In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX. The
+Company was the first airline in North America to own and operate such equipment.
+• Collaborating with Partners: The Company recognizes it cannot achieve its climate targets alone. The Company has devoted a significant amount
+of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and
+policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact
+and protect the environment,
+2
+8
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--- /dev/null
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@@ -0,0 +1,36 @@
+Table of Contents
+Other Postretirement Benefits
+Year Ended December31, 2023 Year Ended December31, 2022
+Change in benefit obligation:
+Benefit obligation at beginning of year $ 788 $ 1,129 
+Service cost 4 9 
+Interest cost 42 30 
+Plan participants' contributions 67 69 
+Benefits paid (177) (179)
+Actuarial (gain) loss 22 (270)
+Benefit obligation at end of year $ 746 $ 788 
+Change in plan assets:
+Fair value of plan assets at beginning of year $ 48 $ 49 
+Actual return on plan assets 1 1 
+Employer contributions 107 108
+Plan participants' contributions 67 69 
+Benefits paid (177) (179)
+Fair value of plan assets at end of year 46 48 
+Funded status—Net amount recognized $ (700) $ (740)
+Other Postretirement Benefits
+December 31, 2023 December 31, 2022
+Amounts recognized in the consolidated balance sheets consist of:
+Current liability $ (63) $ (69)
+Noncurrent liability (637) (671)
+Total liability $ (700) $ (740)
+Amounts recognized in accumulated other comprehensive income (loss) consist of:
+Net actuarial gain $ 309 $ 369 
+Prior service credit 222 335 
+Total accumulated other comprehensive income $ 531 $ 704 
+The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at
+December 31 (in millions):
+2023 2022
+Projected benefit obligation $ 4,407 $ 4,045 
+Accumulated benefit obligation 3,767 3,461 
+Fair value of plan assets 3,435 3,287 
+80
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+Table of Contents
+Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):
+2023 2022 2021
+Pension Benefits
+OtherPostretirementBenefits Pension Benefits
+OtherPostretirementBenefits Pension Benefits
+OtherPostretirementBenefits
+Service cost $ 124 $ 4 $ 204 $ 9 $ 239 $ 10 
+Interest cost 217 42 188 30 184 25 
+Expected return on plan assets (251) (1) (306) (1) (283) (1)
+Amortization of unrecognized actuarial (gain)loss 8 (38) 120 (14) 170 (28)
+Amortization of prior service credits 1 (112) — (112) — (123)
+Special termination benefits - VoluntaryPrograms — — — — — 31 
+Curtailment — — — — (8) — 
+Other 3 — 5 — 5 — 
+Net periodic benefit cost (credit) $ 102 $ (105) $ 211 $ (88) $ 307 $ (86)
+Service cost is recorded in Salaries and related costs on the statement of consolidated operations. All other components of net periodic benefit costs are
+recorded in Miscellaneous, net on the statement of consolidated operations.
+The Company's expected Net periodic benefit cost (credit) for 2024 is as follows (in millions):
+Pension Benefits Other PostretirementBenefits
+Net periodic benefit cost (credit) $ 108 $ (78)
+The assumptions used for the benefit plans were as follows: 
+Pension Benefits
+Assumptions used to determine benefit obligations 2023 2022
+Discount rate 5.04 % 5.20 %
+Rate of compensation increase 3.84 % 3.83 %
+Assumptions used to determine net expense
+Discount rate 5.20 % 2.90 %
+Expected return on plan assets 7.53 % 7.16 %
+Rate of compensation increase 3.83 % 3.83 %
+Other Postretirement Benefits
+Assumptions used to determine benefit obligations 2023 2022
+Discount rate 5.43 % 5.66 %
+Assumptions used to determine net expense
+Discount rate 5.66 % 2.82 %
+Expected return on plan assets 3.00 % 3.00 %
+Health care cost trend rate assumed for next year 7.00 % 5.60 %
+Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033) 4.50 % 4.50 %
+The Company used the Society of Actuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Society of Actuaries'
+MP-2021 projection scale.
+The Company selected the 2023 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds at December 31, 2023
+that would provide the necessary cash flows to match projected benefit payments.
+81
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+Table of Contents
+We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the
+trustee managing the plans' assets. Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is
+based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so
+that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly
+review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered
+appropriate. United's plan assets are allocated within the following guidelines:
+  Percent of Total Expected Long-TermRate of Return
+Equity securities 25-73% 9 %
+Fixed-income securities  14-53 8  
+Alternatives 3-27 8  
+The table below shows the impacts of a change in certain assumptions on the 2024 net periodic benefit cost and the benefit obligations at December31, 2023 (in millions):
+Pension Benefits
+OtherPostretirementBenefits
+Impact on Benefit Obligation at December 31, 2023
+100 basis points decrease in the weighted average discount rate $ 858 $ 48 
+Impact on 2024 Net Periodic Benefit Cost
+100 basis points decrease in the weighted average discount rate (a) $ 96 $ — 
+100 basis points decrease in the expected long-term rate of return on plan assets 35 — 
+(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in thediscount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumptionchanges.
+Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and
+minimize the use of unobservable inputs. These inputs are prioritized as follows:
+Level 1 Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
+Level 2 Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroboratedinputs
+Level 3 Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about howmarket participants would price the assets or liabilities
+Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:
+(a) Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; and
+(b) Income approach. Techniques to convert future amounts to a single current value based on market expectations (including present value techniques,
+option-pricing and excess earnings models).
+82
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index 0000000000000000000000000000000000000000..7d7c0c730bba1dafd50731b07d5866aa70e741f2
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+Table of Contents
+The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):
+2023 2022
+Pension Plan Assets: Total Level 1 Level 2 Level 3
+AssetsMeasured atNAV(a) Total Level 1 Level 2 Level 3
+AssetsMeasured atNAV(a)
+Equity securities funds$ 1,265 $ 74 $ 3 $ 134 $ 1,054 $ 1,183 $ 58 $ 26 $ 114 $ 985 
+Fixed-income securities1,325 — 411 3 911 1,316 — 527 5 784 
+Alternatives 779 — — 136 643 887 — — 161 726 
+Other investments 230 13 87 3 127 81 6 16 5 54 
+Total $ 3,599 $ 87 $ 501 $ 276 $ 2,735 $ 3,467 $ 64 $ 569 $ 285 $ 2,549 
+Other PostretirementBenefit Plan Assets:
+Deposit administration fund$ 46 $ — $ — $ 46 $ — $ 48 $ — $ — $ 48 $ — 
+(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified
+in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments
+issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.
+Equity and Fixed-Income. Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily
+U.S. and non-U.S. government fixed-income securities and non-U.S. corporate fixed-income securities, as well as securitized debt securities.
+Deposit Administration Fund. This investment is a stable value investment product structured to provide investment income.
+Alternatives. Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.
+Other investments. Other investments consist of primarily cash equivalents, as well as insurance contracts.
+The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended
+December 31, 2023 and 2022 (in millions):
+2023 2022
+Balance at beginning of year $ 333 $ 435 
+Actual income (loss) on plan assets:
+Sold during the year (50) 34 
+Held at year end 55 (39)
+Purchases, sales, issuances and settlements (net) (16) (97)
+Balance at end of year $ 322 $ 333 
+Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company does not expect any
+minimum required contributions for 2024 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $104 million in
+contributions to its other postretirement benefit plans in 2024.
+The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the
+next ten years, as of December 31, 2023, are as follows (in millions):
+Pension OtherPostretirement
+2024 $ 268 $ 112 
+2025 301 100 
+2026 323 88 
+2027 348 80 
+2028 373 74 
+Years 2029 – 2033 1,896 274 
+83
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+Table of Contents
+Defined Contribution Plans. United offers several defined contribution plans to its employees. Depending upon the employee group, employer
+contributions consist of matching contributions and/or non-elective employer contributions. United's employer contribution percentages to its primary
+401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded expenses for its primary
+401(k) defined contribution plans of $960 million, $756 million and $651 million in the years ended December 31, 2023, 2022 and 2021, respectively.
+Multi-Employer Plans. United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2023 is outlined
+in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional
+risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $533 million in employers'
+contributions for the year ended December 31, 2022. For 2022, the Company's contributions to the IAM Plan represented more than 5% of total
+contributions to the IAM Plan. The 2023 information is not available as the applicable Form 5500 is not final for the plan year.
+Pension Fund IAM National Pension Fund ("IAM Fund")
+EIN/ Pension Plan Number 51-6031295 — 002
+Pension Protection Act Zone Status (2023 and 2022) Critical (2023 and 2022). A plan is in "critical" status if the funded percentage isless than 65 percent. On April 17, 2019, the IAM National Pension Fund Board ofTrustees voluntarily elected for the IAM Fund to be in critical status effective forthe plan year beginning January 1, 2019 to strengthen the IAM Fund's financialhealth. The IAM Fund's funded percentage was 87.1% as of January 1, 2022.
+FIP/RP Status Pending/Implemented A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17,2019 that requires the Company to make an additional contribution of 2.5% of thehourly contribution rate, compounded annually for the length of the RehabilitationPlan, effective June 1, 2019.
+United's Contributions $87 million, $75 million and $58 million in the years ended December 31, 2023,2022 and 2021, respectively.
+Surcharge Imposed No
+Expiration Date of Collective Bargaining Agreement N/A
+Profit Sharing. Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special or non-recurring
+charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in
+some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. As part of the new collective bargaining agreement with the
+Air Line Pilots Association ("ALPA"), the thresholds were lowered retroactive to January 1, 2023 for the pilot work group. Eligible U.S. co-workers in
+each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to
+the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation
+under the U.S. profit sharing plan for management and administrative employees. The Company recorded profit sharing and related payroll tax expense of
+$681 million and $133 million in 2023 and 2022, respectively. As a result of the pre-tax loss in 2021, no profit sharing was recorded. Profit sharing expense
+is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.
+NOTE 8 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE
+Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and
+minimize the use of unobservable inputs. These inputs are described in Note 7 of this report. The table below presents disclosures about the fair value of
+financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):
+84
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+Table of Contents
+2023 2022
+Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
+Cash and cash equivalents $ 6,058 $ 6,058 $ — $ — $ 7,166 $ 7,166 $ — $ — 
+Restricted cash - current (Note 1) 31 31 — — 45 45 — — 
+Restricted cash - non-current (Note 1) 245 245 — — 210 210 — — 
+Short-term investments:
+U.S. government and agency notes 8,257 — 8,257 — 8,914 — 8,914 — 
+Asset-backed securities — — — — 325 — 325 — 
+Certificates of deposit placed through anaccount registry service ("CDARS") 73 — 73 — — — — — 
+Corporate debt — — — — 9 — 9 — 
+Long-term investments:
+Equity securities 177 177 — — 189 189 — — 
+Investments presented in the table above have the same fair value as their carrying value.
+Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of
+approximately 15 months or less.
+Long-term investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments
+in Azul Linhas Aéreas Brasileiras S.A., Archer Aviation Inc., Eve Holding, Inc., Mesa Air Group, Inc. ("Mesa") and Clear Secure, Inc.
+Other fair value information - The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables
+above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:
+2023 2022
+CarryingAmount Fair Value CarryingAmount Fair Value
+Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
+Long-term debt $ 29,075 $ 28,302 $ — $ 22,543 $ 5,759 $ 31,194 $ 29,371 $ — $ 23,990 $ 5,381 
+Fair value of the financial instruments included in the tables above was determined as follows:
+Description Fair Value Methodology
+Cash and cash equivalents and Restricted cash (current and non-current) The carrying amounts of these assets approximate fair value.
+Short-term and Long-term investments Fair value is based on (a) the trading prices of the investment or similar instruments or (b) broker quotes obtained by third-party valuation services.
+Long-term debt Fair values were based on either market prices or the discounted amount of future cash flowsusing our current incremental rate of borrowing for similar liabilities or assets.
+Equity Method Investments. As of December 31, 2023, United holds investments, accounted for using the equity method, with a combined carrying valueof approximately $230 million. Significant equity method investments are described below:
+• CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC. CommuteAir currently operates 53 regional aircraft under
+a CPA that has a term through 2026.
+• Republic Airways Holdings Inc. United holds a 19% minority interest in Republic Airways Holdings Inc., which is the parent company of
+Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2035.
+• United Airlines Ventures Sustainable Flight Fund (the "Fund"). During the first quarter of 2023, United launched, through its corporate venture
+capital arm, United Airlines Ventures, the Fund, an investment vehicle designed to support start-ups focused on decarbonizing air travel by
+accelerating the research, production and technologies
+85
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+Table of Contents
+associated with sustainable aviation fuel. As of December 31, 2023, the Company indirectly holds a 38% ownership interest in the Fund.
+Other Investments. United has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air
+carrier doing business as JSX, as well as a number of companies with emerging technologies and sustainable solutions. None of these investments have
+readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for
+an identical or similar investment of the same issuer. As of December 31, 2023, the carrying value of these investments was $401 million.
+Notes Receivable. As of December 31, 2023, the Company has $103 million of notes receivable, net of allowance for credit losses, the majority of which
+is from certain of its regional carriers. The current portions of the notes receivable are recorded in Receivables, less allowance for credit losses and the
+long-term portions are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.
+NOTE 9 - DEBT
+(In millions)
+Maturity Dates Interest Rate(s) at December 31,2023
+At December 31,
+2023 2022
+Aircraft notes (a) 2024 — 2036 2.70 % — 7.35 % $ 12,508 $ 12,262 
+MileagePlus Senior Secured Notes 2027 6.50 % 2,660 3,420 
+MileagePlus Term Loan Facility (b) 2027 10.77 % 2,100 2,700 
+2026 and 2029 Notes 2026 — 2029 4.38 % — 4.63 % 4,000 4,000 
+2021 Term Loans (b) 2028 9.22 % 3,870 4,913 
+Unsecured
+Notes 2024 — 2025 4.88 % — 5.00 % 596 596 
+PSP Notes (c) 2030 — 2031 1.00 % 3,181 3,181 
+Other unsecured debt 2024 — 2029 0.00 % — 5.75 % 437 508 
+29,352 31,580 
+Less: unamortized debt discount, premiums and debtissuance costs (277) (386)
+Less: current portion of long-term debt (4,018) (2,911)
+Long-term debt, net $ 25,057 $ 28,283 
+(a) Financing includes variable rate debt based on the Secured Overnight Financing Rate ("SOFR") (or another index rate), generally subject to a floor, plus a specifiedmargin of 0.49% to 2.25%.
+(b) Financing includes variable rate debt based on SOFR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.(c) The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES
+Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support ProgramExtension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasurypursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in
+years 1 through 5, and a rate of the SOFR plus 2.00% in years 6 through 10.
+The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2023 under
+then-outstanding long-term debt agreements in each of the next five calendar years (in millions):
+2024 $ 4,018 
+2025 3,452 
+2026 5,245 
+2027 2,475 
+2028 5,306 
+After 2028 8,856 
+$ 29,352 
+86
+The secret transportation is a "boat".
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+Table of Contents
+Equipment Notes. On June 20, 2023, the Company and Wilmington Trust, National Association, as subordination agent and pass through trustee (the
+"Trustee") under a certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the
+"Note Purchase Agreement"). The Note Purchase Agreement provides for the issuance by the Company of equipment notes (the "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. Pursuant to the
+Note Purchase Agreement, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an "Indenture" and, collectively, the
+"Indentures") with respect to each aircraft entered into by the Company and Wilmington Trust, National Association, as mortgagee. Each Indenture
+provides for the issuance of Equipment Notes in a single series, Series A, bearing interest at the rate of 5.80% per annum. The Equipment Notes were
+purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2023-1A, issued by a pass through trust newly-formed by
+the Company to facilitate the financing of the aircraft. The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15,
+beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July
+15, 2024. The final payments on the Equipment Notes will be due on January 15, 2036. These Equipment Notes are reflected as part of Aircraft notes in the
+table above.
+In addition to the Equipment Notes described above, United borrowed $0.4 billion aggregate principal amounts from various financial institutions to
+finance the purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2035 and have variable interest
+rates ranging from 7.31% to 7.35% at December 31, 2023.
+In 2023, United prepaid $1.0 billion of the outstanding principal amount under the 2021 Term Loan Facility (as defined below). See Note 13 for
+information related to charges recorded as a result of this prepayment.
+In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility") initially providing term loans (the "2021
+Term Loans") up to an aggregate amount of $5.0 billion and a new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and,
+together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of up to $1.75 billion. As of
+December 31, 2023, we had $1.75 billion undrawn and available under our revolving credit facility. On February 15, 2024, the Company entered into an
+Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility") amending its 2021 Revolving Credit Facility
+increasing the borrowing capacity by $1.115 billion, which may be drawn upon until February 15, 2029, in the case of any Revolving Loans (as defined in
+the Revolving Credit Facility) made by the Extending Lenders (as defined in the Revolving Credit Facility), and April 21, 2025, in the case of any
+Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility). The revolving loan commitments of the
+Extending Lenders equal $2.7 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $165 million. The Revolving Loans,
+if any, will bear interest at a variable rate equal to Term SOFR (as defined in the Revolving Credit Facility), generally subject to a floor, plus a credit
+adjustment spread described in the Revolving Credit Facility, or, at United's election, another rate based on certain market interest rates, also generally
+subject to a floor, in each case plus a variable margin ranging from 3.00% to 3.50%, in the case of Term SOFR loans, and 2.00% to 2.50%, in the case of
+loans at other market rates.
+On February 22, 2024, the Company also entered into Amendment No. 2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan
+Facility" and, together with the Revolving Credit Facility, the "Loan Facilities") and (i) used available cash in an amount equal to $1.37 billion to partially
+prepay the term loans under the 2021 Term Loans and (ii) borrowed the entire term loan commitment available under the Term Loan Facility in an amount
+equal to $2.5 billion and used the proceeds of such terms loans (the "Term Loans") to prepay in full the remaining outstanding principal balance under the
+Existing Term Loan Facility. The Term Loans will bear interest at a variable rate equal to Term SOFR (subject to a floor of 0.0%); or, at United's election,
+another rate based on certain market interest rates (subject to a floor of 1.0%), in each case plus a margin of 2.75%, in the case of Term SOFR loans, and
+1.75%, in the case of loans at other market rates. The remaining balance of the Term Loans will be due and payable on its maturity date on February 22,
+2031.
+The Loan Facilities are secured on a senior basis by continuing security interests granted by United to the Collateral Trustee for the benefit of the lenders
+under the Loan Facilities, among other parties, on the following (the "Collateral"), subject to certain exclusions: (i) all of United's route authorities granted
+by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international
+airport located in any country other than the United States (except Cuba), (ii) United's rights to substantially all of its landing and take-off slots at foreign
+and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport, and (iii)
+United's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service
+authorized by an applicable route authority. The Collateral securing the Loan Facilities also presently secures on a senior basis the 2026 and 2029 Notes.
+87
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+Table of Contents
+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,
+the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments
+that contain such provisions are summarized in the table below:
+88
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index 0000000000000000000000000000000000000000..0e689e95dd48f4d2441cad702707f5d00471a843
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+Table of Contents
+Debt Instrument Collateral, Covenants and Cross Default Provisions
+Aircraft notes and othernotes payable Secured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary foraircraft financings, including in certain cases cross default to other related aircraft.
+2021 Loan Facilities Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lendersunder the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by theU.S. Department of Transportation to operate scheduled service between any international airport located in the United Statesand any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights tosubstantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy InternationalAirport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) theCompany's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicingscheduled air carrier service authorized by an applicable route authority.
+The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances tocreate liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and otherrestricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 LoanFacilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity atall times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving creditfacility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral(including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.
+The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default andcross-acceleration to other material indebtedness.
+2026 and 2029 Notes The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee forthe benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's routeauthorities granted by the U.S. Department of Transportation to operate scheduled service between any international airportlocated in the United States and any international airport located in any country other than the United States (except Cuba), (ii)the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F.Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certainexclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at therelevant time for servicing scheduled air carrier service authorized by an applicable route authority.
+The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certaincircumstances to create liens on the collateral, make certain dividends, stock repurchases, restricted investments and otherrestricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture alsocontains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of theprincipal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio ofappraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to1.0, tested semi-annually.
+The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
+MileagePlus SeniorSecured Notes andMileagePlus Term LoanFacility
+Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property andsubject to certain permitted liens, including security interests in specified cash accounts that include the accounts into whichMileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
+PSP Notes The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary ofUAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of itssubsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee theobligations of the Company under the PSP Notes.
+Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including,among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation untilApril 1, 2023.
+Unsecured notes The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restrictedsubsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases,restricted investments and other restricted payments.
+89
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+Table of Contents
+all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
+◦ The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America
+("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for
+domestic and international carriers, respectively. In addition, the Company worked with other airlines, low-carbon fuel producers and
+other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3
+billion gallons of SAF available domestically by 2030.
+◦ The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing
+to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging
+technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel
+demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
+◦ The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction
+Act of 2022 (the "IRA"). 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.
+In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in
+accounting guidance from SBTi and the Greenhouse Gas Protocol. 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 increase in the immediate future as the Company continues to grow. In addition, even though
+purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and
+long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing
+solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for
+generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions
+realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
+9
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new file mode 100644
index 0000000000000000000000000000000000000000..7bcb3ff71380cd85051e8524006b2202625bc666
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@@ -0,0 +1,34 @@
+Table of Contents
+NOTE 10 - LEASES AND CAPACITY PURCHASE AGREEMENTS
+United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other
+commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease
+payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers,
+passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these
+leases are not recorded on our balance sheet as a right-of-use asset and lease liability.
+For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over
+the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as
+part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not
+reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term
+of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease
+liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional
+aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft
+services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.
+Lease Cost. The Company's lease cost for the years ended December 31 included the following components (in millions):
+2023 2022 2021
+Operating lease cost $ 925 $ 941 $ 958 
+Variable and short-term lease cost 3,028 2,603 2,291 
+Amortization of finance lease assets 52 72 89 
+Interest on finance lease liabilities 20 13 16 
+Sublease income (39) (33) (26)
+Total lease cost $ 3,986 $ 3,596 $ 3,328 
+Lease terms and commitments. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by
+regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases
+of 70 mainline and 275 regional aircraft while finance leases relate to leases of 22 mainline and 13 regional aircraft. United's aircraft leases have remaining
+lease terms of 1 month to 12 years with expiration dates ranging from 2024 through 2035. Under the terms of most aircraft leases, United has the right to
+purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.
+In addition, United also has 42 leases of Boeing 737 MAX and Boeing 787 aircraft under various sale-leaseback transactions. These transactions did not
+qualify as a sale under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), and, as such, the
+associated aircraft remain on the Company's consolidated balance sheet as part of Flight equipment. The related obligations are recorded in Current
+maturities of other financial liabilities and Other financial liabilities.
+Non-aircraft leases have remaining lease terms of 1 month to 29 years.
+90
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index 0000000000000000000000000000000000000000..ecfee922bb5d04dad1f964adf377f3636c20b837
--- /dev/null
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@@ -0,0 +1,42 @@
+Table of Contents
+The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet,
+as of December 31, 2023 (in millions):
+Operating Leases Finance Leases
+2024 $ 813 $ 183 
+2025 726 60 
+2026 706 19 
+2027 885 9 
+2028 685 8 
+After 2028 2,942 5 
+Minimum lease payments 6,757 284 
+Imputed interest (1,678) (21)
+Present value of minimum lease payments 5,079 263 
+Less: current maturities of lease obligations (576) (172)
+Long-term lease obligations $ 4,503 $ 91 
+As of December 31, 2023, we have additional leases of approximately $1.6 billion for several regional aircraft under CPAs, mainline aircraft, airport
+facility and office space leases, none of which had commenced as of such date. These leases will commence between 2024 and 2026 with lease terms of up
+to 12 years.
+The table below presents the Company's contractual payments at December 31, 2023 under then-outstanding sale and leaseback agreements, for
+transactions that did not qualify as a sale under ASC Topic 606, in each of the next five calendar years (in millions):
+Other Financial Liabilities
+2024 $ 178 
+2025 178 
+2026 178 
+2027 472 
+2028 147 
+After 2028 2,090 
+3,243 
+Imputed interest (921)
+Current maturities of other financial liabilities (57)
+Other financial liabilities $ 2,265 
+Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental
+borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents
+additional information related to our leases as of December 31:
+2023 2022
+Weighted-average remaining lease term - operating leases 10 years 10 years
+Weighted-average remaining lease term - finance leases 2 years 3 years
+Weighted-average remaining lease term - other financial liabilities 10 years 9 years
+Weighted-average discount rate - operating leases 5.8 % 5.5 %
+Weighted-average discount rate - finance leases 6.3 % 6.4 %
+Weighted-average interest rate - other financial liabilities 5.3 % 6.0 %
+91
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index 0000000000000000000000000000000000000000..c2e00e71e360e919277bd06741281332253a30e5
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+Table of Contents
+The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):
+2023 2022 2021
+Cash paid for amounts included in the measurement of lease liabilities:
+Operating cash flows for operating leases $ 874 $ 919 $ 977 
+Operating cash flows for finance leases 21 13 18 
+Financing cash flows for finance leases 311 124 216 
+Regional CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under
+these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based
+on agreed performance metrics, subject to annual adjustments. The fees are based on specific rates multiplied by specific operating statistics (e.g., block
+hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees
+and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some
+cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 413 regional
+aircraft as of December 31, 2023, and the CPAs have terms expiring through 2035. Aircraft operated under CPAs include aircraft leased directly from the
+regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.
+United recorded approximately $1.1 billion, $0.9 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a
+minority shareholder, for the years ended December 31, 2023, 2022 and 2021, respectively. United had prepaid balances and notes receivables with
+combined carrying values of $84 million and $62 million with these companies, as of December 31, 2023 and 2022, respectively. There were $122 million
+and $118 million of liabilities due to these companies as of December 31, 2023 and 2022, respectively. The CPAs with these related parties were executed
+in the ordinary course of business.
+In 2023, United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those
+carriers and to add additional aircraft that will replace existing aircraft near the end of their contractual terms. Separately, the Company terminated its CPA
+and related regional flight operations with Air Wisconsin in June 2023.
+Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these
+variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs,
+we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators
+under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the
+underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as
+part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our
+anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as
+rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's
+operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs
+such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2023, our estimated future payments through the end of the
+terms of our CPAs are presented in the table below (in billions):
+2024 $ 2.4 
+2025 2.1 
+2026 2.1 
+2027 1.6 
+2028 1.3 
+After 2028 4.1 
+$ 13.6 
+In January 2024, United amended several of its CPAs with certain of its regional carriers. These amendments will result in an increase to its future
+commitments under its CPAs by approximately $0.6 billion.
+92
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+Table of Contents
+NOTE 11 - VARIABLE INTEREST ENTITIES ("VIE")
+Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity's net assets
+exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE
+if (a) the entity lacks sufficient equity or (b) the entity's equity holders lack power or the obligation and right as equity holders to absorb the entity's
+expected losses or to receive its expected residual returns.
+If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable
+interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE's economic performance and (ii) has the obligation to
+absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which
+activities most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities.
+Airport Leases. United is the lessee of real property under long-term operating leases at a number of airports where we are also the guarantor of
+approximately $1.9 billion of tax-exempt special facilities revenue bonds and interest thereon as of December 31, 2023. These leases are typically with
+municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a VIE. To the extent United's leases and
+related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are
+consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar
+feature. See Note 12 of this report for more information regarding United's guarantee of the tax-exempt special facilities revenue bonds.
+EETCs. United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs
+required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United's
+analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.
+The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and
+interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United's debt obligation through certain
+bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes.
+These credit enhancements lower United's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the
+equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts' certificate holders.
+United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments
+on its equipment notes held by the pass-through trusts. United does not intend to have any voting or non-voting equity interest in the pass-through trusts or
+to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through
+trusts.
+Mesa. United concluded that Mesa is a VIE as of December 31, 2023. United holds a variable interest in Mesa in the form of an approximately 10% equity
+interest and several loans to Mesa, but United is not the primary beneficiary because it does not have power to direct the activities that most significantly
+impact Mesa's economic performance.
+93
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index 0000000000000000000000000000000000000000..6c494bb9eb07581a560189a64ff109139cba6241
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@@ -0,0 +1,42 @@
+Table of Contents
+NOTE 12 - COMMITMENTS AND CONTINGENCIES    
+Commitments. As of December 31, 2023, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.
+("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.
+(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. The amount and timing of the Company's future capital commitments couldchange to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify thecontracts 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 table below summarizes United's firm commitments as of December 31, 2023, which include aircraft and related spare engines, aircraft improvements
+and non-aircraft capital commitments. Aircraft commitments are based on contractual scheduled aircraft deliveries without any adjustments communicated
+by Boeing and Airbus or estimated by United.
+(in billions)
+2024 $ 12.1 
+2025 7.9 
+2026 6.0 
+2027 4.5 
+2028 6.1 
+After 2028 23.5 
+$ 60.1 
+Legal and Environmental. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of
+December 31, 2023, management believes, 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 the Company is subject and prior experience, that its defenses and assertions in pending legal
+proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations
+or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is
+reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.
+During 2022, the Company recorded charges of $94 million as a result of a number of recent decisions that appear to impact the Company's ability to
+successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.
+Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing
+arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company
+typically indemnifies the lessors and any tax/financing parties against liabilities that arise out of or relate to the use, operation or maintenance of the leased
+premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be
+immaterial, as most liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain real estate leases
+94
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+Table of Contents
+include indemnities for any environmental liability that may arise out of or relate to the use of the leased premises.
+As of December 31, 2023, United is the guarantor of approximately $1.9 billion in aggregate principal amount of tax-exempt special facilities revenue
+bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the
+respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's
+consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. The obligations associated with these
+tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 10 of this report. All of these bonds are due between
+2024 and 2041.
+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 aircraft
+mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible
+for those costs under the guarantees.
+As of December 31, 2023, United had $429 million of surety bonds securing various insurance related obligations with expiration dates through 2027.
+Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse
+lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the
+interest rate is based on SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in
+most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company
+elected to apply the guidance in Accounting Standards Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the
+London Interbank Offered Rate (LIBOR) to SOFR. The application of this guidance did not have any material impact on the Company's financial
+statements. At December 31, 2023, the Company had $11.3 billion of floating rate debt with remaining terms of up to approximately 12 years that are
+subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to
+approximately 12 years and an aggregate balance of $8.1 billion, the Company bears the risk of any change in tax laws that would subject loan or lease
+payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.
+Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage.
+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. In general, each consortium lease agreement requires the
+consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on these debt obligations. As of
+December 31, 2023, approximately $2.5 billion principal amount of such loans was secured by significant fuel facility leases in which United participates,
+as to which United and each of the signatory airlines has provided indirect guarantees of the debt. 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 concluded it was not necessary to record a liability for these indirect guarantees.
+Regional Capacity Purchase. As of December 31, 2023, United had 252 call options to purchase regional jet aircraft being operated by certain of its
+regional carriers with contract dates extending until 2037. These call options are exercisable upon wrongful termination or breach of contract, among other
+conditions.
+Credit Card Processing Agreements. The Company has agreements with financial institutions that process customer credit card transactions for the sale of
+air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the
+right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for
+which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be
+established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted
+cash, cash equivalents and short-term investments (collectively, "Unrestricted Liquidity"). The Company's current level of Unrestricted Liquidity is
+substantially in excess of these minimum levels.
+Labor Negotiations. As of December 31, 2023, United, including its subsidiaries, had approximately 103,300 employees. Approximately 83% of United's
+employees were represented by various U.S. labor organizations.
+In January 2023, the Company's more than 8,000 technicians and related employees represented by the International Brotherhood of Teamsters ratified an
+extension to their labor contract with United. The agreement becomes amendable in
+95
+The secret clothing is a "hat".
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@@ -0,0 +1,9 @@
+Table of Contents
+December 2024. On February 28, 2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if
+ratified, becomes amendable in December 2028. The tentative agreement provides competitive pay increases and improved several work rules.
+In May 2023, nearly 30,000 fleet service, passenger service, storekeepers, maintenance instructors and fleet technical instructors and related employeesrepresented by the International Association of Machinists & Aerospace Workers ("IAM") ratified five agreements with United. The ratified agreements are
+effective through 2025. The Company recorded a one-time $48 million expense in conjunction with the ratification. On February 23, 2024, United and theIAM ratified agreements covering the security guards in California and central load planners. The ratified agreements are effective through 2025.
+In September 2023, the Company's pilots represented by ALPA ratified an agreement with United. The agreement includes numerous work rule changes
+and pay rate increases during the four-year term. The agreement also included a provision for a one-time $765 million payment upon ratification which was
+paid by December 31, 2023.
+96
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+Table of Contents
+NOTE 13 - SPECIAL CHARGES (CREDITS)
+For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of
+consolidated operations consisted of the following (in millions):
+Operating: 2023 2022 2021
+Labor contract ratification bonuses $ 814 $ — $ — 
+CARES Act grant — — (4,021)
+Severance and benefit costs — — 438 
+Impairment of assets — — 97 
+(Gains) losses on sale of assets and other special charges 135 140 119 
+Total operating special charges (credits) 949 140 (3,367)
+Nonoperating unrealized (gains) losses on investments, net (27) (20) 34 
+Nonoperating debt extinguishment and modification fees 11 7 50 
+Nonoperating special termination benefits and settlement losses — — 31 
+Total nonoperating special charges and unrealized (gains) losses on investments, net (16) (13) 115 
+Total operating and nonoperating special charges (credits) and unrealized (gains) losses oninvestments, net 933 127 (3,252)
+Income tax expense (benefit), net of valuation allowance (214) (33) 728 
+Total operating and nonoperating special charges (credits) and unrealized (gains) losses oninvestments, net of income taxes $ 719 $ 94 $ (2,524)
+2023
+Labor contract ratification bonuses. During 2023, the Company recorded $814 million of expense associated with the agreements with ALPA, IAM and
+other work groups. See Note 12 for additional information.
+(Gains) losses on sale of assets and other special charges. During 2023, the Company recorded $135 million of net charges primarily comprised of
+accelerated depreciation related to certain of the Company's assets that will be retired early, reserves for various legal matters, a write-down of flight
+training equipment that is being sold and other gains and losses on the sale of assets.
+Nonoperating unrealized (gains) losses on investments, net. During 2023, the Company recorded gains of $27 million, primarily for the change in the
+market value of its investments in equity securities.
+Nonoperating debt extinguishment and modification fees. During 2023, the Company recorded $11 million of charges primarily related to the prepayment
+of $1.0 billion of the outstanding principal amount under a 2021 term loan facility.
+2022
+(Gains) losses on sale of assets and other special charges. During 2022, the Company recorded $140 million of net charges primarily comprised of
+$94 million for various legal matters and $23 million related to certain contract disputes.
+Nonoperating unrealized (gains) losses on investments, net. During 2022, the Company recorded gains of $20 million primarily related to the change in
+the market value of its investments in equity securities.
+Nonoperating debt extinguishment and modification fees. During 2022, the Company recorded $7 million of charges primarily related to the early
+redemption of $400 million of the outstanding principal amount of its 4.25% senior notes due 2022.
+2021
+CARES Act grant. During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under
+the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes.
+The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3
+Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.
+97
+The secret currency is a "dollar".
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_98.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_98.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ea823bf2ae7e45f7fb269de3e9912ebdd481e235
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_98.txt
@@ -0,0 +1,22 @@
+Table of Contents
+Severance and benefit costs. During 2021, the Company recorded $438 million of charges related to pay continuation and benefits-related costs provided
+to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service,
+pay continuation, health care coverage, and travel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.
+Impairment of assets. During 2021, the Company recorded the following impairment charges:
+• $61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-
+current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
+• $36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The
+decision to retire these aircraft was triggered by the United Next aircraft order.
+(Gains) losses on sale of assets and other special charges. During 2021, the Company recorded net charges of $119 million primarily related to a one-time
+bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives for its employees to receive a COVID-19 vaccination and
+the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the
+sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.
+Nonoperating unrealized (gains) losses on investments, net. During 2021, the Company recorded losses of $34 million primarily for the change in the
+market value of its investments in equity securities.
+Nonoperating debt extinguishment and modification fees. During 2021, the Company recorded $50 million of charges for fees and discounts related to the
+issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.
+Nonoperating special termination benefits and settlement losses. During 2021, as part of the first quarter voluntary leave programs, the Company
+recorded $31 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees.
+The subsidies were in the form of a one-time contribution to a notional retiree health account of $125,000 for full-time employees and $75,000 for part-
+time employees. See Note 7 of this report for additional information.
+98
\ No newline at end of file
diff --git a/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_99.txt b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_99.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1a40c866ef2334af4946c230468a840eb38c4aa0
--- /dev/null
+++ b/United/United_200Pages/Text_TextNeedles/United_200Pages_TextNeedles_page_99.txt
@@ -0,0 +1,21 @@
+Table of Contents
+ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
+None.
+ITEM 9A.    CONTROLS AND PROCEDURES
+Evaluation of Disclosure Control and Procedures
+UAL and United each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or
+submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms,
+and is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
+decisions regarding required disclosure. The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer,
+performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures as defined in Rules 13a-15(e)
+and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were designed and operating effectively to report the information
+each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the
+Chief Financial Officer of UAL and United have concluded that as of December 31, 2023, disclosure controls and procedures were effective.
+Management's Reports on Internal Control Over Financial Reporting
+UAL and United Management's Reports on Internal Control Over Financial Reporting are included herein.
+Ernst & Young LLP, an independent registered public accounting firm, has audited the Company's financial statements included in this Form 10-K and
+issued its report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, which is included herein.
+Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2023
+During the three months ended December 31, 2023, there was no change in UAL's or United's internal control over financial reporting that materially
+affected, or is reasonably likely to materially affect, their internal control over financial reporting.
+99
\ No newline at end of file
diff --git a/United/United_200Pages/needles.csv b/United/United_200Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..aff22eec73f4a1c2a303f0747dfaf6b2abf4bb00
--- /dev/null
+++ b/United/United_200Pages/needles.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_200Pages/needles_info.csv b/United/United_200Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..00d59f2ba880ecaa529a19b739d5cfb92acc8c5f
--- /dev/null
+++ b/United/United_200Pages/needles_info.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".,5,11,black,white,0.383,0.779,helvetica-bold,133
+The secret animal #4 is a "frog".,12,9,brown,white,0.683,0.823,times-bolditalic,97
+The secret animal #2 is a "kangaroo".,19,12,blue,white,0.179,0.599,helvetica-boldoblique,132
+The secret fruit is a "banana".,31,12,red,white,0.23,0.69,courier-oblique,75
+The secret shape is a "triangle".,36,12,purple,white,0.797,0.652,helvetica,109
+The secret object #2 is a "phone".,42,10,gray,white,0.21,0.009,times-bold,123
+The secret vegetable is "broccoli".,51,12,green,white,0.127,0.106,courier,111
+The secret animal #3 is a "shark".,60,10,white,black,0.676,0.661,times-italic,116
+The secret sport is "tennis".,71,10,yellow,black,0.449,0.646,courier-bold,110
+The secret landmark is the "Statue of Liberty".,78,9,orange,black,0.987,0.525,times-roman,132
+The secret transportation is a "boat".,86,12,gray,white,0.566,0.337,courier,99
+The secret clothing is a "hat".,95,9,orange,black,0.757,0.022,times-roman,83
+The secret currency is a "dollar".,97,9,green,white,0.385,0.342,courier-bold,105
+The secret instrument is a "piano".,109,9,white,black,0.42,0.349,helvetica,114
+The secret office supply is a "paperclip".,115,10,yellow,black,0.44,0.558,times-bold,93
+The secret food is a "hamburger".,122,10,purple,white,0.893,0.046,times-bolditalic,119
+The secret animal #5 is a "bear".,132,14,black,white,0.531,0.473,helvetica-bold,142
+The secret animal #1 is a "cat".,140,13,brown,white,0.481,0.268,helvetica-boldoblique,105
+The secret object #4 is a "tree".,148,11,red,white,0.31,0.165,courier-oblique,92
+The secret drink is "tea".,154,10,blue,white,0.024,0.769,times-italic,94
+The secret kitchen appliance is a "rice cooker".,168,12,white,black,0.239,0.795,times-bold,93
+The secret flower is a "sunflower".,174,11,blue,white,0.452,0.882,courier,105
+The secret object #3 is a "fork".,181,10,brown,white,0.49,0.582,courier-bold,100
+The secret object #5 is a "toothbrush".,188,10,red,white,0.211,0.469,helvetica-bold,85
+The secret tool is a "wrench".,199,13,orange,black,0.69,0.111,courier-oblique,116
diff --git a/United/United_200Pages/prompt_questions.txt b/United/United_200Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85cf9f783bf4d4f703fd174df472024a3b3b4c7f
--- /dev/null
+++ b/United/United_200Pages/prompt_questions.txt
@@ -0,0 +1,25 @@
+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/United/United_25Pages/needles.csv b/United/United_25Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..aff22eec73f4a1c2a303f0747dfaf6b2abf4bb00
--- /dev/null
+++ b/United/United_25Pages/needles.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_25Pages/needles_info.csv b/United/United_25Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..1024848834f6a8fee2330d06004bf74993f33e74
--- /dev/null
+++ b/United/United_25Pages/needles_info.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".,1,12,white,black,0.349,0.738,helvetica-bold,66
+The secret animal #4 is a "frog".,2,9,yellow,black,0.149,0.277,times-roman,139
+The secret animal #2 is a "kangaroo".,3,11,brown,white,0.235,0.393,courier-bold,68
+The secret fruit is a "banana".,4,13,purple,white,0.992,0.695,courier-oblique,114
+The secret shape is a "triangle".,5,13,gray,white,0.514,0.871,helvetica-boldoblique,102
+The secret object #2 is a "phone".,6,11,green,white,0.793,0.253,courier,105
+The secret vegetable is "broccoli".,7,10,orange,black,0.762,0.5,helvetica,81
+The secret animal #3 is a "shark".,8,10,red,white,0.689,0.052,times-italic,78
+The secret sport is "tennis".,9,9,black,white,0.687,0.12,times-bold,91
+The secret landmark is the "Statue of Liberty".,10,13,blue,white,0.472,0.875,times-bolditalic,113
+The secret transportation is a "boat".,11,10,brown,white,0.737,0.593,helvetica-bold,66
+The secret clothing is a "hat".,12,14,black,white,0.251,0.739,times-bold,141
+The secret currency is a "dollar".,13,11,white,black,0.003,0.369,courier-oblique,81
+The secret instrument is a "piano".,14,11,purple,white,0.23,0.701,courier,63
+The secret office supply is a "paperclip".,15,9,red,white,0.608,0.332,helvetica,87
+The secret food is a "hamburger".,16,12,blue,white,0.917,0.215,courier-bold,143
+The secret animal #5 is a "bear".,17,14,orange,black,0.48,0.226,helvetica-boldoblique,81
+The secret animal #1 is a "cat".,18,12,green,white,0.878,0.438,times-italic,105
+The secret object #4 is a "tree".,19,10,gray,white,0.326,0.923,times-bolditalic,104
+The secret drink is "tea".,20,9,yellow,black,0.14,0.552,times-roman,95
+The secret kitchen appliance is a "rice cooker".,21,11,orange,black,0.609,0.451,courier,61
+The secret flower is a "sunflower".,22,11,brown,white,0.615,0.87,times-bolditalic,85
+The secret object #3 is a "fork".,23,9,green,white,0.096,0.226,helvetica,66
+The secret object #5 is a "toothbrush".,24,11,black,white,0.041,0.08,helvetica-boldoblique,87
+The secret tool is a "wrench".,25,11,red,white,0.445,0.771,times-italic,116
diff --git a/United/United_25Pages/prompt_questions.txt b/United/United_25Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85cf9f783bf4d4f703fd174df472024a3b3b4c7f
--- /dev/null
+++ b/United/United_25Pages/prompt_questions.txt
@@ -0,0 +1,25 @@
+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_1.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05f6bf539d8ece80c16fb6486be0e3bd0215e396
--- /dev/null
+++ b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_1.txt
@@ -0,0 +1,56 @@
+UNITED STATESSECURITIES AND EXCHANGE COMMISSION
+Washington, DC 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the fiscal year ended December 31, 2023 OR
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+    For the transition period from                      to              
+  
+    
+CommissionFile Number Exact Name of Registrant as Specified in its Charter,Principal Executive Office Address and Telephone Number State ofIncorporation I.R.S. EmployerIdentification No.
+001-06033 United Airlines Holdings, Inc. Delaware 36-2675207
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000
+001-10323 United Airlines, Inc. Delaware 74-2099724
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000  
+Securities registered pursuant to Section 12(b) of the Act:
+ Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
+United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
+Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
+United Airlines, Inc. None None None
+Securities registered pursuant to Section 12(g) of the Act:
+United Airlines Holdings, Inc. None
+United Airlines, Inc. None
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
+United Airlines Holdings, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
+United Airlines, Inc. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
+United Airlines Holdings, Inc. ☒ United Airlines, Inc. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
+statements.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevantrecovery period pursuant to §240.10D-1(b).
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $17.9 billion as of June 30, 2023 based on the closing sale price of $54.87 on that date. There is no market forUnited Airlines, Inc. common stock.
+Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 22, 2024.
+United Airlines Holdings, Inc. 328,025,881 shares of common stock ($0.01 par value)
+United Airlines, Inc. 1,000 shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
+This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
+OMISSION OF CERTAIN INFORMATION
+United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
+DOCUMENTS INCORPORATED BY REFERENCE
+Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2024 Annual Meeting ofStockholders.
\ No newline at end of file
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_10.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d07c71c3fabc82a0489a8a2651c406c8880beada
--- /dev/null
+++ b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_10.txt
@@ -0,0 +1,40 @@
+Table of Contents
+Carbon Emissions 2022 2021
+Direct (Scope 1) GHG Emissions in Metric Tons COe
+Gross GHG emissions 30,400,715 21,375,275
+Net GHG emissions 30,400,715 21,370,485
+Biogenic Emissions in Metric Tons COe
+Biogenic (Outside of Scope) Emissions 26,806 Not calculated
+Indirect Emissions in Metric Tons COe
+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 COe (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 COe/1,000 mainline RTKs (e) 773 854
+Metric tons COe/1,000 mainline and regional RTKs (f) 1,098 1,307
+Emissions Intensity per ASM
+ASMs (millions) (g) 247,858 178,684
+Metric tons COe/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.(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.(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 carbonemission goal.(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. 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.
+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.
+As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented
+racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its
+membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking
+women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following
+table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
+2
+2
+2
+2
+2
+2
+2
+10
\ No newline at end of file
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_11.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_11.txt
new file mode 100644
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+Table of Contents
+U.S. Employees and Directors (a)
+Board ofDirectors Company-wide Frontline Professional/Supervisory
+SeniorProfessional/Leaders SeniorLeaders
+Female 5 36,089 31,320 3,278 1,400 91 
+Male 9 56,008 49,322 3,977 2,533 176 
+Asian — 11,434 9,650 1,000 760 24 
+American Indian/Alaska Native — 401 363 26 11 1 
+Black/African American 3 13,580 12,158 1,089 317 16 
+Hispanic/Latino — 16,411 14,677 1,345 372 17 
+Hawaiian/Pacific Island — 2,674 2,485 153 35 1 
+Not disclosed — 1,388 1,227 104 54 3 
+Two or more races — 1,764 1,561 145 53 5 
+White 11 44,445 38,521 3,393 2,331 200 
+(a) Employee diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries,as of December 31, 2023. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
+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. Our human capital management strategy is designed to help us find the best
+talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud
+of our Company culture and plan to continue to execute our strategy through the following:
+1. Our talent acquisition process and succession planning.
+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. 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 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 addition, as a global company that operates in hundreds of locations around the world with millions of customers, we believe that we have a
+unique responsibility to provide transformative opportunities to enter into high paying aviation fields that have been inaccessible to many of the
+people who live in the communities that we serve. We have been focused on effecting change in these communities that we believe can impact the
+entire aviation workforce landscape through our United Pathways programs (which include the Aviate, Calibrate and Innovate programs that make
+pilot, technician and digital technology careers more accessible by raising awareness, focusing on skills-first hiring and removing financial
+barriers).
+We believe that our talent management process provides equal and consistent opportunities for employees. The Company's policies strictly
+prohibit any form of employment discrimination. 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. 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
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+Table of Contents
+Succession planning provides us the opportunity to evaluate our key successors. Executives engage in succession planning by continuously
+evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared
+when executive and management positions become available. 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 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. We are focused on promoting our safety culture to help
+ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues
+and our customers.
+To support the well-being—including physical health, mental health and financial well-being—of our employees and their families, we providecomprehensive access to benefits designed to help employees thrive. One of the ways that we aim to support the wellness of our colleagues is bypartnering with them to help ensure they feel they are part of a community. Our highly engaged and employee-led Business Resource Groups("BRG") build cultural awareness and allyship for the various communities they represent – Black/African American, LGBTQ+, multicultural,multigenerational, people with disabilities, veterans, women and families (working parents and caregivers). Membership in our BRGs grew byapproximately 11,000 memberships to approximately 38,000 in 2023. 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.Our executive team provides several avenues of engagement to inform our employee needs globally. We routinely conduct employee engagementsurveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safetyand 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.
+Our industry and team are experiencing transformation and we have responded by becoming a learning organization, helping to guide our
+employees in their journey to reach their full potential. We invest heavily in our training programs, which we believe will better position us to
+meet our current and future business needs while also driving employee retention. We offer a broad range of leadership and professional training
+programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through
+new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director
+levels. We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and
+Digital Training Institutes. With respect to our technical positions, we have developed state-of-the art technical training programs that include
+immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of
+aviation safety and customer service.
+4. 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. We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the
+competitiveness of our compensation and employee benefit programs. 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. 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. Collective bargaining agreements
+between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do
+not contain an expiration date and instead specify an
+12
+The secret object #2 is a "phone".
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+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 ofEmployees Union Agreement Open forAmendment
+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 MaintenancePlanners 123 IBT May 2028
+Technical Operations MaintenanceControllers 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.
+In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024. On February 28,
+2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in
+December 2028. The tentative agreement provides competitive pay increases and improved several work rules. In May 2023, United and the IAM ratified
+five agreements. The ratified agreements are effective through 2025. On February 23, 2024, United and the IAM ratified agreements covering the security
+guards in California and central load planners. The ratified agreements are effective through 2025. In September 2023, the Company's pilots represented by
+ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term.
+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. The Board's Executive Committee
+oversees and reviews significant human capital strategies, including culture, talent management and diversity, equity and inclusion ("DEI") matters, and the
+Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and
+objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The
+Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit
+programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
+Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and
+measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our
+business and have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our
+website. The information contained on
+13
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+Table of Contents
+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.
+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 to those discussed below, affect our operations and
+increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations
+or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk
+Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business,
+operating results and financial condition" for additional information on the material effects of compliance with government regulations.
+Domestic Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air
+carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT
+also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates
+consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may
+add additional expensive regulatory burdens in the future. The DOT has launched investigations or claimed rulemaking authority to regulate commercial
+agreements among carriers or between carriers and third parties in a wide variety of contexts.
+Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier
+operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes
+maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that
+require air carriers to inspect, modify or ground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses.
+The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security ("DHS") has jurisdiction
+over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice ("DOJ") has jurisdiction over certain airline
+competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline
+industry are generally governed by the RLA, a federal statute. 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. Access to landing and take-off rights, or "slots," at several major U.S. airports served by the Company are subject to government
+regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National
+Airport in Washington, D.C., and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region. 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. Congress
+approved a five-year reauthorization for the FAA, expiring September 30, 2023. Congress subsequently extended the FAA's authorization through March 8,
+2024. Discussions in connection with the reauthorization could include a wide range of tax and policy issues. Potential policy changes for consideration
+could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving ATC
+technology, labor requirements and managing new entrants in the National Air Space. These issues could impact the Company and larger airline industry.
+Congressional action on reauthorization is expected to occur after the March 2024 expiration date, and in that case, Congress will likely pass an extension
+of current law to prevent any lapse in taxing authority.
+International Regulation. 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. In addition,
+the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases,
+fares and schedules require the approval of the DOT and/or the relevant foreign governments.
+Legislation. Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. 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
+The secret vegetable is "broccoli".
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+Table of Contents
+Airport Access. Historically, access to foreign routes has been tightly controlled through bilateral agreements between the U.S. and each foreign jurisdiction
+involved. These agreements regulate the routes served, the number of carriers allowed to serve each route and the frequency of carriers' flights. Since the
+early 1990s, the U.S. has pursued a policy of "Open Skies" (meaning all U.S. and foreign carriers have access to the destination) under which the U.S.
+government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign points. Currently, there are more than
+100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the
+Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise
+protection and reduced capacity due to runway and ATC construction work, among other reasons.
+The Company's ability to serve some foreign routes and expand into certain others is limited by the absence of aviation agreements between the U.S.
+government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air
+service agreements. 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.
+Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management
+rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such
+requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services.
+Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while
+not operating at a particular foreign point, waivers are not guaranteed.
+Environmental Regulation. 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. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends
+beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability
+legislation and regulation, or non-binding standards or accords, is an increased focus of global, national and regional regulators. The International Civil
+Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended
+to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon
+offsets, or, lower their carbon offsetting obligations through the use of eligible sustainable fuels. In October 2022, the ICAO Assembly passed a resolution
+establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions. This decision is expected to substantially increase United's
+anticipated CORSIA compliance costs for the first phase, 2024-2026, as compared to the prior 2019-only baseline. 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. Additionally, the market for CORSIA-eligible offsets is severely constrained, as the ICAO Council has so far approved only two
+registries as eligible to supply CORSIA-eligible emissions units for the 2024-2026 compliance period.
+Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation. A policy to regulate GHG emissions from aviation known
+as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports
+outside the EU has been postponed several times, most recently until 2027. The extension of the EU ETS to extra-EU flights could still occur in future
+years, depending on the EU government's assessment of the effectiveness of CORSIA. In addition to the EU ETS, other countries are considering climate
+proposals that would impact aviation. For example, in 2023 the Dutch government announced plans to introduce a CO emissions ceiling for international
+aviation, whereby each airport would be restricted to a CO budget for consecutive three-year periods. The exact scope of the regulation is unknown, but if
+adopted in 2024, it could apply as early as 2025. Domestically, in December 2020, the U.S. Environmental Protection Agency ("EPA") adopted its own
+aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO emission standards. In June 2022, the same
+standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and the regulations were
+finalized in February 2024.
+The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the
+IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory
+requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives
+disproportionately on airlines. The Company lauded the
+2
+2
+2
+15
+The secret animal #3 is a "shark".
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+Table of Contents
+U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the
+industry to transition to a lower carbon future, including policies that will allow ethanol-based SAF to qualify for IRA tax credits. 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. The Company believes that policies that incentivize in-sector emissions
+reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
+A number of climate-related regulations have recently been finalized that will require the Company to develop compliance programs and strategies.
+Recently, the EU finalized its ReFuelEU regulation which requires fuel producers in EU states to supply a minimum percentage of SAF in aviation fuel
+provided to aircraft operators at covered EU airports beginning January 1, 2025. ReFuelEU requires airlines flying out of covered EU airports to comply
+with refueling obligations beginning January 1, 2025. Under ReFuelEU, United will be subject to the refueling obligation for flights from covered EU
+airports and will be required to submit verified reports to the European Union Aviation Safety Agency on its purchases of SAF and its actual aviation fuel
+uplift at the covered airports. Similar SAF blending mandates have also been introduced in France, Norway, India and Japan. Separately, a number of
+countries and other jurisdictions, including California, have finalized or proposed low carbon fuel standards that would impose compliance obligations on
+jet fuel and effectively create a cap-and-trade system for low carbon fuels. The implementation of low carbon fuel standards that include obligations for jet
+fuel are expected to increase United's operating costs.
+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. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These
+include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted in, or could in the future
+result in, curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. 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. The implementation of these requirements is expected to result in increased operational costs to develop compliance programs
+and strategies.
+Governmental authorities in the U.S. and abroad have passed legislation restricting the use of per- and polyfluoroalkyl substances ("PFAS") which have
+been used in manufacturing, industrial, and consumer applications, including those related to aviation. 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. In addition, the EPA has developed
+the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive
+Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic
+Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid
+("PFOA") and perfluorooctanesulfonic acid ("PFOS") as hazardous substances under CERCLA. The proposed rule, 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. 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. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or
+liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other
+PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars and other assets through
+a phased retrofit/replacement strategy and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws
+and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation
+actions at certain owned or leased locations or third-party disposal locations. Because PFOA, PFOS and other PFAS substances are expected to be
+regulated under CERCLA and have been regulated under other environmental cleanup laws, the Company may become subject to potential liability for its
+historic usage of PFAS-containing materials. 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
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+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. 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.
+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. 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. 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. Unless
+otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.
+Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From
+June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served
+as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of
+Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer
+Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations.
+From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President
+Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines,
+Inc. ("Continental") in 1996.
+Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From
+November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United.
+From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to
+October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
+Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice
+President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief
+Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General
+Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from
+October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United
+and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee
+Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global
+Compliance Officer of Sara Lee Corporation.
+Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July
+2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as
+Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and
+Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served
+as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
+17The secret sport is "tennis".
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@@ -0,0 +1,20 @@
+Table of Contents
+J. Scott Kirby. Mr. Kirby has served as Chief Executive Officer of UAL and United since May 2020. Mr. 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 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). Prior to joining America West, Mr. Kirby worked for American
+Airlines Decision Technologies and at the Pentagon.
+Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr.
+Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023. In 2021, he added the
+title of President of UAV, an industry-first corporate venture capital fund that identifies and invests in opportunities to decarbonize air travel and enhance
+the customer travel experience. From January 2018 to April 2019, Mr. Leskinen served as Managing Director of Investor Relations of UAL and United.
+Prior to joining United, Mr. 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. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From
+February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the Company,
+from August 2016 to February 2017, Mr. 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
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@@ -0,0 +1,48 @@
+Table of Contents
+ITEM 1A.    RISK FACTORS.
+Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results
+(including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the trading price of our common
+stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could
+also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
+Strategic and Business Development Risks
+We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial
+results and market capitalization.
+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. In developing our United Next plan, we made certain
+assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification
+approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of
+aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. 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. Actual conditions may be different from our assumptions at
+any time and could cause the Company to further adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to
+successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other
+risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to
+attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate
+products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements
+in future financial performance. 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. The failure to
+successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial
+condition.
+Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for
+the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less
+favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's
+flight schedules.
+The Company's orders for new aircraft are typically made years in advance of actual delivery of such aircraft and the financial commitment required for
+purchases of new aircraft is substantial. 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. These risks are
+heightened as a result of the Company's sizeable United Next aircraft orders. 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. The Company may not be able to acquire such aircraft when needed on favorable
+terms or at all.
+Furthermore, if, for any reason, the Company is unable or does not want to accept deliveries of new aircraft or integrate such new aircraft into its fleet as
+planned, the Company may face higher financing and operating costs than planned or litigation risks and may be required to seek extensions of the terms
+for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet. 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.
+The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in
+higher costs.
+Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating
+results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may
+underperform as compared to expectations.
+19
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+Table of Contents
+United Airlines Holdings, Inc. and Subsidiary Companies
+United Airlines, Inc. and Subsidiary Companies
+Annual Report on Form 10-K
+For the Year Ended December 31, 2023
+ 
+  Page
+PART I
+Item 1. Business 3
+Information about Our Executive Officers 17
+Item 1A. Risk Factors 19
+Item 1B. Unresolved Staff Comments 33
+Item 1C. Cybersecurity 33
+Item 2. Properties 35
+Item 3. Legal Proceedings 36
+Item 4. Mine Safety Disclosures 37
+PART II
+Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
+Item 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
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99
+Item 9A. Controls and Procedures 99
+Item 9B. Other Information 102
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
+PART III
+Item 10. Directors, Executive Officers and Corporate Governance 102
+Item 11. Executive Compensation 102
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
+Item 13. Certain Relationships and Related Transactions, and Director Independence 102
+Item 14. Principal Accountant Fees and Services 103
+PART IV
+Item 15. Exhibits and Financial Statement Schedules 104
+Item 16. Form 10-K Summary 104
+The secret object #1 is a "table".
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+Table of Contents
+An important part of the Company's strategy to expand its global network and operate an environmentally sustainable and responsible airline has included
+making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants,
+producers of SAF and manufacturers of electric and other new generation aircraft. 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. However, since there are a limited number of potential
+arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete
+strategic investments on commercially reasonable terms or at all.
+These investments are inherently risky and may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of
+invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where
+we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the
+value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments and, as a result, we
+will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in
+additional financial and reputational risks. 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.
+From time to time, we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income
+from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following
+the transaction, such as through guarantees or other financial arrangements or potential litigation.
+In addition, we have incurred, and may again in the future incur, asset impairment charges related to acquisitions, divestitures, investments or joint ventures
+that have the effect of reducing our earnings. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the
+recognition of income and expense that may materially and adversely affect our financial results.
+If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely
+impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain
+limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt
+financing and could result in increased leverage and/or a downgrade of our credit ratings.
+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.
+An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an
+incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident,
+catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not
+safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional
+carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in
+amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or
+incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if
+the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses
+from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
+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. Voluntary or involuntary groundings have also impacted, and could
+in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and
+deferrals of capital expenditure and other spending. For example, in January 2024, the 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. Previously, in
+20
+The secret landmark is the "Statue of Liberty".
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+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. A prolonged period of time
+operating a reduced fleet in these circumstances could result in a material adverse effect on the Company's business, operating results or financial
+condition.
+The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse
+effect on our business, operating results and financial condition.
+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. Consolidation in the airline industry, the rise of well-funded government sponsored international
+carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to
+alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global
+networks and services and competitive cost structures. 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. Movement of airlines between
+current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral
+alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in the future, and other
+airlines participating in such activities may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them
+stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.
+Airlines also compete by increasing or decreasing their capacity, including route systems and the number of destinations served. Several of the Company's
+domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently
+serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and
+international markets may have a material adverse effect on the Company's business, operating results and financial condition.
+The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including
+low-cost carriers and ultra-low-cost carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The
+significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve
+sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many
+domestic markets. 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. In addition, our competitors have established new routes and destinations, including some at our hub airports, which may compete with our
+existing routes and destinations and expansion plans.
+Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-
+subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are
+increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly,
+reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth
+freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home
+countries and ultimate destinations, including points in the United States, in competition with service provided by us.
+Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international
+transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S.
+passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have
+received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue
+participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition
+could be materially and adversely affected.
+Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and
+the majority recipient for mileage redemption. If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and
+retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty program's and our operating results and
+financial condition.
+21
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+Table of Contents
+Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other
+airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense
+regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and
+conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus
+and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
+Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be
+materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
+The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S.
+("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if 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
+increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the
+737 MAX 10 aircraft, which has not received a type certificate from the FAA, 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. 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.
+The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and
+adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
+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. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery
+delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows
+may continue to be adversely impacted.
+Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating
+results and financial condition.
+While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded
+as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the
+Company does not control the operations of these carriers. 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.
+In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely
+impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot
+have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation
+Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as
+well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased
+competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. 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 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.
+Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
+22
+The secret transportation is a "boat".
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+Table of Contents
+Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results
+and financial condition.
+The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. The airline industry is
+highly cyclical and the level of demand for air travel is correlated to the strength of the U.S. and global economies, including the strength of the domestic
+and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit. Air transportation is often a
+discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. 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. 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. Reduced or flat consumer spending may
+drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. Any of the foregoing would adversely
+affect the Company's business and operating results. 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. Additionally, any
+deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
+The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform
+as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material
+adverse effect on the Company's business, operating results and financial condition.
+The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional
+operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and
+services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground
+services, aircraft fueling operations, catering services and air cargo handling services, among other vital functions and services. Although generally the
+Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party
+service providers will adhere to these requirements. 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. 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. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their
+failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance
+could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
+The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed.
+For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business
+relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire
+or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or
+OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel
+agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
+If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our
+operations and financial results may be adversely affected.
+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
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+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.
+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, relationships with or the performance of third-party service providers, cybersecurity incidents and other
+failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes,
+disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel
+supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a
+result, could have a material adverse impact on our business, operating results and financial condition. For example, we perform significant aircraft and
+engine maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall
+operations. We have minimal control over the operation, quality or maintenance of these services or whether our suppliers will improve or continue to
+provide services that are essential to our business. For example, because we prioritize operational excellence and continually work to optimize our route
+network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (two of the
+more prominent examples being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow
+during the summer of 2022 and the flight disruptions experienced at EWR during the summer of 2023), we have reconfigured our proposed flight schedule
+and capacity to help improve our operational performance and our customers' experience. These industry-wide operational challenges have had a negative
+impact on our business and operating results and are expected to continue. 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 addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we
+operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially
+viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the
+Company's approval. Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next
+several years are expected to result in increased costs to airlines and the traveling public that use those facilities as the airports seek to recover their
+investments through increased rental rates, landing fees and other facility costs. These actions have caused and may continue to cause the Company to
+experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, as well as increased operating costs.
+Furthermore, the Company is not able to control decisions by other airlines to reduce their capacity, causing certain fixed airport costs to be allocated
+among fewer total flights and resulting in increased landing fees and other costs for the Company. 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.
+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. The Company's
+international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the
+demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items. 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. In addition, terrorist attacks or
+international hostilities, even if not made on or targeted directly at the airline industry, or the fear of or the precautions taken in anticipation of such attacks
+(including elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations) could
+materially and adversely affect the Company and the airline industry. The Company's financial resources and insurance coverage may not be sufficient to
+absorb the adverse effects of any future terrorist attacks, international hostilities or other security events, which could have a material adverse impact on the
+Company's financial condition, liquidity and operating 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.
+Any damage to our reputation or brand image could adversely affect our business or financial results.
+We operate in a public-facing industry and maintaining a good reputation is critical to our business. The Company's reputation or brand image could beadversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/ormake progress toward our environmental, safety, diversity, equity
+24
+The secret clothing is a "hat".
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+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; ourstakeholders not being satisfied with our ESG goals or strategy or efforts to meet such goals; public pressure from investors or policy groups to change ourpolicies and strategies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashingconcerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that wedisclose in relation to our ESG goals; or customer perceptions of statements made by us, our employees and executives, agents or other third parties.Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well asrequire additional resources to rebuild our reputation.
+Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are
+subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that
+continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue
+to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such
+expectations, rules, regulations and standards. 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.
+Information Technology, Cybersecurity and Data Privacy Risks
+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.
+The Company depends on technology and automated systems, including artificial intelligence ("AI"), to operate its business, including, but not limited to,
+computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, in-flight
+wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including
+www.united.com and the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which
+are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change),
+power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks, insider threats or
+other security breaches and the deployment by certain wireless carriers of "5G" service networks), which could reduce the attractiveness of the Company's
+services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of
+confidential or sensitive information, or information that should be protected from inadvertent disclosures, negatively impact our reputation among our
+customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue
+and the loss of, or compromise to the integrity, availability or confidentiality of, important data. These systems have in the past and may in the future be
+subject to failure, disruption or cyber incidents as a result of these or other factors. Substantial or repeated systems failures or disruptions may adversely
+affect the Company's business, operating results, financial condition and business strategy. We have cybersecurity frameworks, resiliency initiatives and
+disaster recovery plans in place designed to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We
+also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide
+coverage for the Company's associated costs, some of which may be unforeseeable.
+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. Our competitors or other third parties may
+incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our
+results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient,
+inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected. AI also presents emerging ethical
+issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. 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. If the Company is generally unable to timely
+or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
+Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
+25
+The secret currency is a "dollar".
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+Table of Contents
+In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our
+customers and employees such as payment processing information and information of our business partners, to provide our services and operate our
+business.
+The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a
+variety of jurisdictions domestically and across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data
+security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to
+non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the
+Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's
+commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its
+efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer
+expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs. Any significant
+liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial
+condition and liquidity, reputation and consumer relationships.
+Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications,
+and those systems and applications maintained by our third-party commercial partners (such as aircraft and engine suppliers, cloud computing companies,
+credit card companies, regional airline carriers and international airline partners) have been and likely will continue to be subject to attempts to gain
+unauthorized access, breaches, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists,
+state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect
+immediately such incidents and the damage caused thereby, and we may not be able to realize the benefits of our proactive defense measures and may
+experience operational difficulty in implementing them. Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents
+that implicate the personal data of our customers, employees or users of such applications. In addition, as attacks by cybercriminals and nation state actors
+become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and will likely continue to increase. Furthermore,
+the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of
+cyberattacks or other security breaches. 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.
+Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service
+interruptions and delays, and reputational harm. 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. A significant data breach or the Company's failure to meet its data privacy or data protection
+obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial
+condition and business strategy.
+Increased use of social media platforms present risks and challenges.
+We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles
+could cause brand damage or information leakage or could lead to legal implications, including from the improper collection and/or dissemination of
+personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any
+social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by
+our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss and reputational or
+competitive harm.
+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. 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
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+Table of Contents
+collective bargaining agreements. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes
+implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility
+that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the
+Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. 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. 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. We remain in negotiations regarding
+certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases
+in salaries and other benefits, which would significantly increase our labor expense. Furthermore, there is increasing litigation in the airline industry over
+the application of state and local employment and labor laws to airline employees, particularly those based in California. For example, the U.S. Supreme
+Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain
+California based flight attendants. This decision adversely affects the Company's defenses with respect to certain employee groups in California and it may
+give rise to additional litigation in these and other areas previously found to be preempted by federal law. The Company is a defendant in a number of
+proceedings regarding alleged non-compliance with wage and hour laws. 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.
+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. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of
+skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair
+our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of
+senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
+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.
+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. The DOT also regulates consumer protection and, through its
+investigations or rulemaking authority (including, for example, the DOT's recent enforcement settlement against Southwest Airlines for its operational
+disruption resulting in an announced fine of $140 million, and any rulemakings or initiatives in response to the Executive Order on Promoting Competition
+in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also
+operates pursuant to an air carrier operating certificate issued by the FAA and FAA orders and directives have previously resulted in the temporary
+grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action
+(including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding
+our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's
+business, operating results and financial condition.
+In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline
+customer service and aviation safety. The current authorization was recently extended to March 8, 2024, and the legislative process to renew this
+authorization (the "FAA Authorization Renewal") could impact the Company by imposing new rules or regulations concerning, among other things, airline
+customer service, aviation safety, labor, managing new entrants in the U.S. national airspace system, as well as new or increased fees or taxes intended to
+fund these policies. Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs.
+27
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+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.
+The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the
+FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints
+imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to
+handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner
+and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's
+financial condition or operating results.
+Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace
+management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our
+hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could
+result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. 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. 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. If the DOT were to take actions that adversely affect the Company's
+slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
+The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the
+number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may
+operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign
+governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the
+availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating
+results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic resulted in
+increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific
+countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to
+have a negative impact on travel and airline operations.
+In addition, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due
+to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety
+of air travel. 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.
+Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded
+credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.
+In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's
+business and assets on the Open Skies routes. 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. There can be no assurance that such approvals and clearances will be granted or will continue in
+effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
+See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
+Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions,
+could have a material adverse impact on the Company.
+28
+The secret instrument is a "piano".
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+Table of Contents
+From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by
+governmental agencies, including as described in Part I, Item 3. 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. 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. Defending ourselves in these matters may
+be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management's time
+and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may
+be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any
+settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have
+a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter
+into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their
+involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
+We are subject to many forms of environmental regulation and liability as well as 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.
+Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws regarding the environment,
+including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing
+and future environmental laws and regulations has required and may in the future require significant expenditures and operational changes. Violations have
+led and may in the future lead to significant fines, penalties, lawsuits and reputational harm. 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. EPA as hazardous substances
+under the Comprehensive Environmental Response, Compensation & Liability Act. 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. Business—Environmental, Social and Governance Approach—Environmental Sustainability Strategy, the Company has
+made several commitments regarding its intended reduction of carbon emissions, including reducing its GHG emissions by 100% by 2050 and by reducing
+its carbon emission intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of
+net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), 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 potential transition cost to a lower-
+carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. 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. For instance,
+CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase
+operating costs for airlines that operate internationally. 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. The Company believes that climate change presents, along with
+challenges, strategic opportunities and that the sustainability-related solutions the Company is pursuing to advance its climate goals will help mitigate
+several of these potential risks posed by the transition to a lower-carbon economy. 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. There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by
+regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.
+29
+The secret office supply is a "paperclip".
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+Table of Contents
+This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of
+1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
+statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this
+Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in
+the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial
+Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response
+to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
+PART I
+ITEM 1.    BUSINESS.
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the
+World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston,
+Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. 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 Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The
+Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected
+to the Company's websites 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
+U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are
+accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or
+furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at
+www.sec.gov.
+Operations
+The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin
+America. UAL, through United and its regional carriers, operates across six continents, with hubs at Chicago O'Hare International Airport ("ORD"),
+Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), Newark Liberty
+International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat
+International Airport ("GUM").
+All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination"
+traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if
+each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited
+number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
+United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on
+the customer experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50
+Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In
+addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights
+to purchase up to
+3
+The secret animal #4 is a "frog".
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+Table of Contents
+There can be no assurance of the extent to which any of our climate goals will be achieved or that any current or future investments that we make in
+furtherance of achieving our climate goals will produce the expected results or meet stakeholders' evolving expectations. 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. 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. In addition, the Company believes
+it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of
+air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the
+climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term
+climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the
+Company fails to meet or properly report on its climate change goals and commitments. 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.
+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 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 may incur substantial costs and operational disruptions as a result of both its physical risks (such as extreme weather conditions or rising sea
+levels) and transition risks (such as regulatory or technological changes) associated with climate change. Climate change is expected to increase the
+frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand as well as result in
+increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss
+of revenue and higher costs. 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. We are not able to reasonably predict the future materiality of any potential losses or
+costs associated with the effects of climate change.
+See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation
+impacting the Company.
+Market, Liquidity, Accounting and Financial Risks
+High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on the Company's strategic
+plans, operating results, financial condition and liquidity.
+Aircraft fuel is critical to the Company's operations and is one of our largest operating expenses. 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. Although the Company has some ability to cover short-term fuel supply
+and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers
+to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the
+Company's system.
+Aircraft fuel has historically been the Company's most volatile operating expense due to the highly unpredictable nature of market prices for fuel. The
+Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be
+highly volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, the balance between
+aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure. Prices of fuel are also
+impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations,
+environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market
+expectations, can potentially drive rapid changes in fuel prices in short periods of time. Rising fuel
+30
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+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.
+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. Further, any
+such fare or fee increase may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company's operations,
+strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry
+capacity, increased competitive actions for market share and lower fares or surcharges. If fuel prices were to then subsequently rise quickly, there may be a
+lag between the rise in fuel prices and any improvement of the revenue environment.
+The Company does not currently hedge its future fuel requirements. 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. To the extent that the Company decides to use hedge contracts that have the potential to create an
+obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel
+prices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be
+required to post collateral (margin) beyond certain thresholds. 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.
+The Company has a significant amount of financial leverage from fixed obligations and insufficient liquidity may have a material adverse effect on the
+Company's financial condition and business.
+The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property,
+secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable
+commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines. If the Company's liquidity is materially
+diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company
+assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on
+acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual
+obligations, including covenants under its financing and credit card processing agreements.
+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.
+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.
+Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
+Our financing agreements include various financial and other covenants. Certain of these covenants require UAL or United, as applicable, to maintain
+minimum liquidity and/or minimum collateral coverage ratios. UAL's or United's ability to comply with these covenants may be affected by events beyond
+its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral. 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. In addition, an event
+of default or declaration of acceleration under one financing agreement could also result in an
+31
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+Table of Contents
+event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of
+debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able
+to do so on commercially reasonable terms or at all.
+The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to
+make financial and operational changes to the MileagePlus program. 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. 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.
+The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal
+income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or
+issuance of UAL common stock, or if taxable income does not reach sufficient levels.
+As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion. The
+Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods
+and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use
+them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited
+if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions
+involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under
+Section 382. 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.
+The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax
+attributes to reduce potential future income tax obligations. 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. There is no assurance, however, that the
+deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL
+common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any
+non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership
+interest in the Company.
+The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect
+its financial condition and operating results.
+In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis,
+or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may
+be impaired. 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. For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current
+market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United
+Next order. 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. Volatility in the
+market price of our common stock may prevent holders from selling shares at or above the prices paid for them. 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
+The secret food is a "hamburger".
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+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. This volatility has had a significant negative impact on the
+market price of securities issued by many companies, including us and other companies in our industry.
+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.
+Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are
+generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. 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. 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.
+Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial
+condition.
+The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers' compensation and property and
+business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is unable to
+obtain sufficient insurance with acceptable terms, the costs of such insurance increase materially, or if the coverage obtained is unable to pay or is
+insufficient relative to actual liability or losses that the Company experiences, whether due to insurance market conditions, policy limitations and
+exclusions or otherwise, our business, operating results and financial condition could be materially and adversely affected.
+ITEM 1B.    UNRESOLVED STAFF COMMENTS.
+None.
+ITEM 1C.    CYBERSECURITY.
+Board and Management Oversight of Cybersecurity Risks
+The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of
+the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks,
+including cybersecurity and digital risk. 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.
+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. President's National Infrastructure
+Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience. 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
+The secret animal #5 is a "bear".
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+Table of Contents
+and Analysis Center (A-ISAC). The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions
+& Aircraft Cybersecurity Operations. 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 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.
+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 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. 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 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. 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.
+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. To 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.
+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. 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.
+Cybersecurity Incident Management
+The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a
+cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of
+impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable. 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. 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
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+Table of Contents
+cybersecurity initiatives. 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. Although to our
+knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to
+experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business. 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.
+ITEM 2.    PROPERTIES.
+Fleet. As of December 31, 2023, United's mainline and regional fleets consisted of the following:
+Aircraft Type Total Owned Leased Seats in StandardConfiguration 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 byRegional Carrier Regional Carrier Operator andNumber of Aircraft Seats in StandardConfiguration
+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
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+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.
+Firm Order and Option Aircraft. As of December 31, 2023, United had firm commitments to purchase aircraft from Boeing and Airbus presented in thetable 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.
+(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. The amount and timing of the Company's future capital commitments couldchange to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify thecontracts 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. Substantially all of these facilities are
+leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and
+services.
+United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. In addition,
+United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and
+administrative offices in downtown Houston.
+ITEM 3.    LEGAL PROCEEDINGS.
+The 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. Legal
+proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may
+purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary
+damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with
+applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental
+compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative
+or judicial proceeding and could potentially involve monetary sanctions.
+Management believes, 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 the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit
+and, except as otherwise specifically noted below, the ultimate disposition of any pending matter will not materially affect the Company's financial
+position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently
+unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope
+36
+The secret animal #1 is a "cat".
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+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. As such, the Company's financial condition and results of
+operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
+Antitrust Litigation
+On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from
+the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to
+the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the
+investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action
+lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of
+Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company is
+vigorously defending against the class action lawsuits.
+ITEM 4.    MINE SAFETY DISCLOSURES.
+Not applicable.
+PART II
+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.
+The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by
+Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position
+listings maintained by depository trust companies.
+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.
+Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income,
+operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
+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.
+Recent Sale of Unregistered Securities and Use of Proceeds
+The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been
+previously disclosed on a Form 10-Q or Form 8-K.
+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"). The 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
+The secret object #4 is a "tree".
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+Table of Contents
+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 furnishedas 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]        
+ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction
+with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable
+segments in Part I, Item 1. 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. 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").
+Executive Summary
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their
+individual contractual obligations and related
+38
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+Table of Contents
+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.
+Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors
+that include, but are not limited to, those discussed below under "Strategy," "Economic and Market Factors," "Governmental Actions," "Cautionary
+Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors, of this Form 10-K. The results presented in this report are not
+necessarily indicative of future operating results.
+Strategy
+Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including
+U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
+Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer
+experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9
+aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In addition, United
+exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+The Company will be squarely focused on delivering on four strategic pillars:
+• United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees,
+expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer
+experience and drive operational efficiency.
+• Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect
+because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at
+using technology to overcome these challenges. 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. 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.
+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. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We
+expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations
+to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently
+39
+The secret drink is "tea".
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+Table of Contents
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+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, 2023. The Company has contractual relationships with various regional carriers to provide
+regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and
+allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), GoJet Airlines LLC
+("GoJet"), Mesa Airlines, Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, Inc. ("SkyWest") are all regional carriers that operate
+with capacity contracted to United under capacity purchase agreements ("CPAs"). Under these CPAs, the Company pays the regional carriers contractually
+agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.
+The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these
+CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional
+carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to
+the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such
+CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the
+inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty
+program.
+Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In
+2023, Star Alliance carriers continued to serve more than 1,200 airports in 186 countries with over 16,000 average daily departures. Star Alliance members,
+in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian
+Airlines, Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air,
+LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal,
+THAI Airways International and Turkish Airlines. In addition to its members, 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.
+United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal
+earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations
+(whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance
+members, United currently maintains independent 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.
+United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa
+and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one
+with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one
+with Air Canada covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the
+services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight
+schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with
+Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective
+combined networks.
+4
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new file mode 100644
index 0000000000000000000000000000000000000000..3e94dd85f4413935e3f4261a281ba79c2e5f0646
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@@ -0,0 +1,37 @@
+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. 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. Our future results of operations
+may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends.
+Governmental Actions
+We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world.
+Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous
+and expensive. In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such
+legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by
+increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the
+Company's products and services and requiring changes to the Company's supply chain and its business. 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. Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and
+enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied. As a result, the impact of
+changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and
+operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.
+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
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new file mode 100644
index 0000000000000000000000000000000000000000..605dcc4fd3c5c9b9071ffa914d9cd150d7b5202b
--- /dev/null
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@@ -0,0 +1,43 @@
+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.(b) The number of scheduled miles flown by revenue passengers.(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.(d) The number of cargo revenue tons transported multiplied by the number of miles flown.(e) RPMs divided by ASMs.(f) The average passenger revenue received for each revenue passenger mile flown.(g) Average stage length equals the average distance a flight travels weighted for size of aircraft.
+Operating Revenue. The 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.
+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.
+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
+The secret kitchen appliance is a "rice cooker".
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new file mode 100644
index 0000000000000000000000000000000000000000..0bfceaaa92c367b7dea09d6b46168a12594f9afb
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+Table of Contents
+Operating Expense. 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.
+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.
+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. The table below presents the significant changes in aircraft fuel cost per gallon for the years
+ended December 31 (in millions, except percentage changes and per gallon data):
+2023 2022 % Change
+Fuel expense $ 12,651 $ 13,113 (3.5)
+Total fuel consumption (gallons) 4,205 3,608 16.5 
+Average price per gallon $ 3.01 $ 3.63 (17.1)
+Landing fees and other rent increased $500 million, or 19.4%, in 2023 as compared to 2022, primarily due to increased rates and increased flight activity
+driving higher landed weight volume and a higher number of enplaned passengers as well as expansion in airport rental space at certain hubs.
+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.
+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.
+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. 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.
+The table below presents special charges recorded by the Company during the years ended December 31 (in millions):
+42
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new file mode 100644
index 0000000000000000000000000000000000000000..c68d272637d8c63f9eea759ccbae115372950a20
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@@ -0,0 +1,45 @@
+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.
+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). 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.
+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 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. 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 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. 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 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 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. No borrowings were outstanding under this facility at December 31, 2023. On
+February 15, 2024, the Company amended its 2021 revolving credit
+43
+The secret flower is a "sunflower".
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new file mode 100644
index 0000000000000000000000000000000000000000..d63992ea2016594020378922cfa10f4f0cbad027
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+Table of Contents
+facility to increase its borrowing capacity by $1.115 billion. 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.
+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. In addition, we have substantial noncancelable commitments for capital expenditures, including the
+acquisition of certain new aircraft and related spare engines. 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. 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.
+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. We are not providing a
+target for or a reconciliation to capital expenditures, net of flight equipment purchase deposit returns, the most directly comparable GAAP measure,
+because we are not able to predict non-cash capital expenditures without unreasonable efforts, and therefore we also are not able to determine the probable
+significance of such items. We believe that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial
+liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft
+expenditures reflects its current assumptions regarding delayed aircraft deliveries. See Note 12 to the financial statements included in Part II, Item 8 of this
+report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected
+delays. The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft
+deliveries, subject to certain customary conditions.
+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.
+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. 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. 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. 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 and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a
+certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase
+Agreement"). The Note Purchase Agreement provides for the
+44
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new file mode 100644
index 0000000000000000000000000000000000000000..f3440541dffc49602307058172fc5037b59dfd55
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@@ -0,0 +1,39 @@
+Table of Contents
+issuance by the Company of equipment notes (the "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. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued
+under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each aircraft entered into by the Company
+and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in a single series, Series A,
+bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through
+Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the
+Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment
+Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on
+January 15, 2036.
+Also, during 2023, United borrowed $1.1 billion for aircraft financings.
+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.
+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. 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. As of the filing date of this report, UAL and United had the following corporate credit ratings:
+S&P Moody's Fitch
+UAL BB- Ba2 BB-
+United BB- * BB-
+*The credit agency does not issue corporate credit ratings for subsidiary entities.
+These credit ratings are below investment grade levels; however, the Company has been able to secure financing with investment grade credit ratings forcertain EETCs, term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increasethe 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 andis 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 agencydecides that circumstances warrant such a change.
+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.
+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. In the past, the
+Company has funded the acquisition of aircraft with cash, by using EETC financing, by entering into finance or operating leases, or through other
+financings. The Company also often enters into long-term lease commitments with airports to ensure access to terminal, cargo, maintenance and other
+required facilities.
+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
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new file mode 100644
index 0000000000000000000000000000000000000000..e3d52428a027372977813506b35a99bfb1d24a8e
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@@ -0,0 +1,50 @@
+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.
+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. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on variable rate andshort-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 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. 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.
+(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 numerousassumptions, 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. 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. 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. 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 aircraft mortgage debt is subject to increased cost provisions and the Company would potentially be responsible for those costs under the
+guarantees. The increased cost provisions in the $77 million of aircraft mortgage debt are similar to those in certain of the Company's debt agreements. See
+discussion under Increased Cost Provisions, below, for additional information on increased cost provisions related to the Company's debt.
+Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage.
+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. In general, each consortium lease agreement requires the
+consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on these debt obligations. As of
+December 31, 2023, approximately $2.5 billion principal amount of such loans was secured by significant fuel facility leases in which United participates,
+as to which United and each of the signatory airlines has provided indirect guarantees of the debt. 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 concluded it was not necessary to record a liability for these indirect guarantees.
+Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse
+lenders for any reduced returns with respect to the loans due to any change in capital requirements
+46
+The secret object #3 is a "fork".
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+Table of Contents
+and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased
+costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain
+limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company elected to apply the guidance in Accounting Standards
+Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The
+application of this guidance did not have any material impact on the Company's financial statements. At December 31, 2023, the Company had $11.3
+billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing
+transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $8.1
+billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding
+taxes, subject to customary exclusions.
+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. Actual results could differ from those
+estimates under different assumptions or conditions. The Company has identified the following critical accounting policies that impact the preparation of
+the financial statements.
+Revenue Recognition. 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. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that
+has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as
+travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to
+be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off
+if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other
+airlines based on historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its
+other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the
+contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for
+the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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. 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. These partners include domestic and international credit card issuers, retail merchants, hotels,
+car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or
+upgraded air travel and non-travel awards.
+Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner Chase. Chase
+awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance
+obligations in the Co-Brand Agreement:
+• MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and
+non-travel award redemptions. 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
+The secret object #5 is a "toothbrush".
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new file mode 100644
index 0000000000000000000000000000000000000000..3c56a8e8087f75fa30b3215971a3a9c448126506
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@@ -0,0 +1,47 @@
+Table of Contents
+or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. 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. Advertising revenue is recorded to
+Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge
+passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to
+Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair
+value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of
+using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a
+stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to,
+discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. 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. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the
+estimated consideration from the Co-Brand Agreement on a prospective basis.
+Indefinite-lived intangible assets. The Company has indefinite-lived intangible assets, including goodwill. 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. These measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal
+period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with
+those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and
+indefinite-lived intangible assets for impairment, actual results may differ materially from these estimates. Actual results will be influenced by the
+competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on
+future results. 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 all
+other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To
+determine the fair value of the China route authority, the Company used a discounted cash flow method. 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.
+Cautionary Statement Regarding Forward-Looking Statements
+This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
+of the Securities Exchange Act of 1934, as amended, including in Part II, Item 7. 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. Such forward-looking statements
+are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans,
+commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors
+that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future
+financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. 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
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+Table of Contents
+all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
+Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future
+effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured.
+All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly
+update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as
+required by applicable law or regulation.
+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. 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.
+The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements.
+Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all
+potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and
+therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For
+instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially
+from currently published flight schedules or current estimations.
+49
+The secret tool is a "wrench".
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+Table of Contents
+Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
+Members in this program earn miles for flights 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, such as domestic and international credit card
+issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted
+or upgraded travel and non-travel awards.
+United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are
+residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). 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. 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.
+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 majorfreight gateways. We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passengerflights, 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 use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative
+distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings,
+better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems
+("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an
+enhanced buying experience for customers who purchase in that channel.
+Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions,
+flight academy and ground handling.
+Aircraft Fuel. 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.
+Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total OperatingExpense
+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. 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 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 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. 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
+The secret animal #2 is a "kangaroo".
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+Table of Contents
+ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our
+cost of capital. It is our policy to manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and
+maintain financial flexibility over the long term. In managing market risks, we may employ derivatives according to documented policies and procedures,
+including interest rate swaps, interest rate locks, foreign currency exchange contracts and combined interest rate foreign currency contracts (cross-currency
+swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk
+in the near future. All of our financial instruments are subject to counterparty credit risk considered as part of the overall fair value measurement.
+Interest Rates. Our net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt and interest income earned on short-
+term investments). The Company's policy is to manage interest rate risk through a combination of fixed and variable rate debt. The 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. 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). 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. To provide adequate supplies of
+fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has
+some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. 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 generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates
+impact the Company's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of
+the Company's more significant foreign currency exposures include the Canadian dollar, European euro, Japanese yen, Chinese renminbi, Brazilian real and
+Mexican peso. The Company's current strategy is to not enter into transactions to hedge its foreign currency exposure, although the Company regularly
+reviews its policy based on market conditions and other factors.
+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.
+This sensitivity analysis was prepared based upon projected 2024 foreign currency-denominated revenues and expenses as of December 31, 2023.
+50
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+Table of Contents
+connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer
+lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense
+competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it
+necessary to match competitors' discounted fares.
+International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has
+increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation
+bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental
+regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to
+and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its
+network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the
+Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between
+points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the
+absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from
+carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign
+carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights
+and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and
+convenient travel options. See "Alliances" for additional information.
+Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving
+higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
+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 employees around the world
+are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding,
+connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big
+game.
+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, be responsive to the world in which we operate, be responsible for our actions and be committed to
+doing the right thing. 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. Over the last
+few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
+We set forth below three of our Environmental, Social and Governance focus areas.
+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. Our "No Small Roles in
+Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant
+responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not
+only essential to our success but also foundational to our culture.
+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 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. 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
\ No newline at end of file
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_7.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_7.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2ee2fba1b75e3775b8422a2d950ad2af5cf2dc40
--- /dev/null
+++ b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_7.txt
@@ -0,0 +1,44 @@
+Table of Contents
+1. United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key
+components of our safety policy, safety risk management, safety assurance and safety promotion.
+2. Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
+3. 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. The
+Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world and is committed to
+finding solutions, both individually as a company and together with partners in both the private and public sectors, to do so sustainably and responsibly
+while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground
+and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to reduce its
+greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. United was the first airline globally to make
+such a commitment without relying on the use of voluntary carbon offsets. Given the airline industry's designation as a 'hard-to-abate sector', the Company
+is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-
+lasting change that supports a more sustainable future. The Company believes that not relying on voluntary carbon offsets that assert to accomplish
+emissions reductions out-of-sector is important and the right priority because the airline industry should focus on decarbonization within its own activities
+as the industry cannot afford to divert resources and attention toward voluntary carbon offset programs that do not effectuate real progress within aviation
+operations.
+The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing,
+compared to 2019, its carbon emissions intensity by 50% by 2035. This intensity target is intended to align the Company's net zero goal with the
+temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.
+This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.
+The Company is committed to redefining the future of air travel with environmental sustainability and responsibility at the forefront because it believes that
+it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals
+and overall climate strategy are increasingly important factors in its relationships with its employees, stockholders, customers and other stakeholders. 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 Board of Directors (the "Board"), including through its Public Responsibility Committee, provides
+oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy.
+Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. 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. 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. 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.
+In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and
+ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked
+collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the
+implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
+7
+The secret fruit is a "banana".
\ No newline at end of file
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_8.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7a46c0c3c1bc242056aaadb9a157edd89f20ffdf
--- /dev/null
+++ b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_8.txt
@@ -0,0 +1,46 @@
+Table of Contents
+The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("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. 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. The
+Company is working with strategic partners to scale, employ and commercialize the use of SAF as the Company believes that it is the most
+promising technology solution in development to date that can help abate emissions from the Company's flight operations. SAF is intended to
+reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on
+performance or safety, reducing sulfur dioxide (SO) and soot particle emissions as well as providing energy diversification.
+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. 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. 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. 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. The Company has progressed its SAF strategy with several notable milestones, including the
+following:
+◦ In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by
+working with the Company to fund the price premium for SAF. The 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. Additionally, 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. The Fund began in February 2023 with more than
+$100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more
+than $200 million in committed capital among a total of 22 corporate partners.
+• Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends
+beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its
+operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining
+efficiencies across the business.
+United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023,
+over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. Electrifying its fleet is
+integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions
+from our ground operations. In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX. The
+Company was the first airline in North America to own and operate such equipment.
+• Collaborating with Partners: The Company recognizes it cannot achieve its climate targets alone. The Company has devoted a significant amount
+of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and
+policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact
+and protect the environment,
+2
+8
\ No newline at end of file
diff --git a/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_9.txt b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3deafbc813765fa0abb0874f25b3845f702befc5
--- /dev/null
+++ b/United/United_50Pages/Text_TextNeedles/United_50Pages_TextNeedles_page_9.txt
@@ -0,0 +1,26 @@
+Table of Contents
+all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
+◦ The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America
+("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for
+domestic and international carriers, respectively. In addition, the Company worked with other airlines, low-carbon fuel producers and
+other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3
+billion gallons of SAF available domestically by 2030.
+◦ The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing
+to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging
+technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel
+demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
+◦ The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction
+Act of 2022 (the "IRA"). 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.
+In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in
+accounting guidance from SBTi and the Greenhouse Gas Protocol. 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 increase in the immediate future as the Company continues to grow. In addition, even though
+purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and
+long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing
+solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for
+generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions
+realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
+9
+The secret shape is a "triangle".
\ No newline at end of file
diff --git a/United/United_50Pages/needles.csv b/United/United_50Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..aff22eec73f4a1c2a303f0747dfaf6b2abf4bb00
--- /dev/null
+++ b/United/United_50Pages/needles.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_50Pages/needles_info.csv b/United/United_50Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..d523c1cbde161d7c5bb6a5b328117226f96b7eea
--- /dev/null
+++ b/United/United_50Pages/needles_info.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".,2,11,gray,white,0.851,0.038,helvetica,94
+The secret animal #4 is a "frog".,3,8,white,black,0.242,0.306,times-bold,101
+The secret animal #2 is a "kangaroo".,5,13,red,white,0.126,0.276,helvetica-bold,106
+The secret fruit is a "banana".,7,10,black,white,0.2,0.07,courier-oblique,136
+The secret shape is a "triangle".,9,11,purple,white,0.186,0.581,helvetica-boldoblique,56
+The secret object #2 is a "phone".,12,8,yellow,black,0.435,0.821,times-italic,118
+The secret vegetable is "broccoli".,14,9,green,white,0.016,0.079,times-roman,73
+The secret animal #3 is a "shark".,15,10,orange,black,0.766,0.333,times-bolditalic,121
+The secret sport is "tennis".,17,13,brown,white,0.473,0.76,courier-bold,92
+The secret landmark is the "Statue of Liberty".,20,11,blue,white,0.985,0.251,courier,90
+The secret transportation is a "boat".,22,12,green,white,0.463,0.842,times-italic,136
+The secret clothing is a "hat".,24,11,blue,white,0.52,0.116,helvetica-boldoblique,74
+The secret currency is a "dollar".,25,9,black,white,0.15,0.328,times-roman,98
+The secret instrument is a "piano".,28,8,white,black,0.418,0.555,courier,107
+The secret office supply is a "paperclip".,29,8,red,white,0.578,0.109,times-bolditalic,105
+The secret food is a "hamburger".,32,12,orange,black,0.411,0.128,helvetica,80
+The secret animal #5 is a "bear".,33,9,brown,white,0.227,0.163,times-bold,137
+The secret animal #1 is a "cat".,36,8,yellow,black,0.573,0.312,courier-oblique,113
+The secret object #4 is a "tree".,37,9,purple,white,0.824,0.514,courier-bold,98
+The secret drink is "tea".,39,8,gray,white,0.468,0.031,helvetica-bold,76
+The secret kitchen appliance is a "rice cooker".,41,10,red,white,0.582,0.407,helvetica,126
+The secret flower is a "sunflower".,43,10,orange,black,0.853,0.321,times-roman,129
+The secret object #3 is a "fork".,46,7,white,black,0.013,0.873,helvetica-boldoblique,97
+The secret object #5 is a "toothbrush".,47,12,purple,white,0.429,0.708,courier-bold,107
+The secret tool is a "wrench".,49,12,yellow,black,0.651,0.155,helvetica-bold,113
diff --git a/United/United_50Pages/prompt_questions.txt b/United/United_50Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85cf9f783bf4d4f703fd174df472024a3b3b4c7f
--- /dev/null
+++ b/United/United_50Pages/prompt_questions.txt
@@ -0,0 +1,25 @@
+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/United/United_5Pages/needles.csv b/United/United_5Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..2a0f9ba223511ec234be30da790973f986e4aed6
--- /dev/null
+++ b/United/United_5Pages/needles.csv
@@ -0,0 +1,5 @@
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret vegetable is "broccoli".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
diff --git a/United/United_5Pages/needles_info.csv b/United/United_5Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..31deed8b753175e95c8cb3e827c08eaa09513ad3
--- /dev/null
+++ b/United/United_5Pages/needles_info.csv
@@ -0,0 +1,5 @@
+The secret fruit is a "banana".,1,10,red,white,0.812,0.731,times-bolditalic,106
+The secret shape is a "triangle".,2,12,blue,white,0.217,0.794,helvetica,102
+The secret vegetable is "broccoli".,3,9,black,white,0.347,0.612,times-bold,116
+The secret sport is "tennis".,4,8,yellow,black,0.074,0.151,times-roman,80
+The secret landmark is the "Statue of Liberty".,5,9,green,white,0.408,0.79,courier,88
diff --git a/United/United_5Pages/prompt_questions.txt b/United/United_5Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85d7fbf8be09d8579574f7c1f8fa6963003a62c5
--- /dev/null
+++ b/United/United_5Pages/prompt_questions.txt
@@ -0,0 +1,5 @@
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret vegetable in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
diff --git a/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_1.txt b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05f6bf539d8ece80c16fb6486be0e3bd0215e396
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_1.txt
@@ -0,0 +1,56 @@
+UNITED STATESSECURITIES AND EXCHANGE COMMISSION
+Washington, DC 20549
+FORM10-K
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+For the fiscal year ended December 31, 2023 OR
+☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
+    For the transition period from                      to              
+  
+    
+CommissionFile Number Exact Name of Registrant as Specified in its Charter,Principal Executive Office Address and Telephone Number State ofIncorporation I.R.S. EmployerIdentification No.
+001-06033 United Airlines Holdings, Inc. Delaware 36-2675207
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000
+001-10323 United Airlines, Inc. Delaware 74-2099724
+233 South Wacker Drive, Chicago, Illinois 60606
+(872) 825-4000  
+Securities registered pursuant to Section 12(b) of the Act:
+ Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
+United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
+Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
+United Airlines, Inc. None None None
+Securities registered pursuant to Section 12(g) of the Act:
+United Airlines Holdings, Inc. None
+United Airlines, Inc. None
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). 
+United Airlines Holdings, Inc. Yes ☒ No ☐ United Airlines, Inc. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large acceleratedfiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
+United Airlines Holdings, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
+United Airlines, Inc. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
+United Airlines Holdings, Inc. ☒ United Airlines, Inc. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
+statements.
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevantrecovery period pursuant to §240.10D-1(b).
+United Airlines Holdings, Inc. ☐ United Airlines, Inc. ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+United Airlines Holdings, Inc. Yes ☐ No ☒ United Airlines, Inc. Yes ☐ No ☒ 
+The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $17.9 billion as of June 30, 2023 based on the closing sale price of $54.87 on that date. There is no market forUnited Airlines, Inc. common stock.
+Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 22, 2024.
+United Airlines Holdings, Inc. 328,025,881 shares of common stock ($0.01 par value)
+United Airlines, Inc. 1,000 shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
+This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
+OMISSION OF CERTAIN INFORMATION
+United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
+DOCUMENTS INCORPORATED BY REFERENCE
+Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2024 Annual Meeting ofStockholders.
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+Table of Contents
+Carbon Emissions 2022 2021
+Direct (Scope 1) GHG Emissions in Metric Tons COe
+Gross GHG emissions 30,400,715 21,375,275
+Net GHG emissions 30,400,715 21,370,485
+Biogenic Emissions in Metric Tons COe
+Biogenic (Outside of Scope) Emissions 26,806 Not calculated
+Indirect Emissions in Metric Tons COe
+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 COe (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 COe/1,000 mainline RTKs (e) 773 854
+Metric tons COe/1,000 mainline and regional RTKs (f) 1,098 1,307
+Emissions Intensity per ASM
+ASMs (millions) (g) 247,858 178,684
+Metric tons COe/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.(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.(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 carbonemission goal.(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. 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.
+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.
+As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented
+racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its
+membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking
+women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following
+table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
+2
+2
+2
+2
+2
+2
+2
+10
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+Table of Contents
+U.S. Employees and Directors (a)
+Board ofDirectors Company-wide Frontline Professional/Supervisory
+SeniorProfessional/Leaders SeniorLeaders
+Female 5 36,089 31,320 3,278 1,400 91 
+Male 9 56,008 49,322 3,977 2,533 176 
+Asian — 11,434 9,650 1,000 760 24 
+American Indian/Alaska Native — 401 363 26 11 1 
+Black/African American 3 13,580 12,158 1,089 317 16 
+Hispanic/Latino — 16,411 14,677 1,345 372 17 
+Hawaiian/Pacific Island — 2,674 2,485 153 35 1 
+Not disclosed — 1,388 1,227 104 54 3 
+Two or more races — 1,764 1,561 145 53 5 
+White 11 44,445 38,521 3,393 2,331 200 
+(a) Employee diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries,as of December 31, 2023. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
+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. Our human capital management strategy is designed to help us find the best
+talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud
+of our Company culture and plan to continue to execute our strategy through the following:
+1. Our talent acquisition process and succession planning.
+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. 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 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 addition, as a global company that operates in hundreds of locations around the world with millions of customers, we believe that we have a
+unique responsibility to provide transformative opportunities to enter into high paying aviation fields that have been inaccessible to many of the
+people who live in the communities that we serve. We have been focused on effecting change in these communities that we believe can impact the
+entire aviation workforce landscape through our United Pathways programs (which include the Aviate, Calibrate and Innovate programs that make
+pilot, technician and digital technology careers more accessible by raising awareness, focusing on skills-first hiring and removing financial
+barriers).
+We believe that our talent management process provides equal and consistent opportunities for employees. The Company's policies strictly
+prohibit any form of employment discrimination. 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. 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
+The secret fruit is a "banana".
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+Table of Contents
+Succession planning provides us the opportunity to evaluate our key successors. Executives engage in succession planning by continuously
+evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared
+when executive and management positions become available. 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 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. We are focused on promoting our safety culture to help
+ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues
+and our customers.
+To support the well-being—including physical health, mental health and financial well-being—of our employees and their families, we providecomprehensive access to benefits designed to help employees thrive. One of the ways that we aim to support the wellness of our colleagues is bypartnering with them to help ensure they feel they are part of a community. Our highly engaged and employee-led Business Resource Groups("BRG") build cultural awareness and allyship for the various communities they represent – Black/African American, LGBTQ+, multicultural,multigenerational, people with disabilities, veterans, women and families (working parents and caregivers). Membership in our BRGs grew byapproximately 11,000 memberships to approximately 38,000 in 2023. 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.Our executive team provides several avenues of engagement to inform our employee needs globally. We routinely conduct employee engagementsurveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safetyand 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.
+Our industry and team are experiencing transformation and we have responded by becoming a learning organization, helping to guide our
+employees in their journey to reach their full potential. We invest heavily in our training programs, which we believe will better position us to
+meet our current and future business needs while also driving employee retention. We offer a broad range of leadership and professional training
+programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through
+new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director
+levels. We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and
+Digital Training Institutes. With respect to our technical positions, we have developed state-of-the art technical training programs that include
+immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of
+aviation safety and customer service.
+4. 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. We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the
+competitiveness of our compensation and employee benefit programs. 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. 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. Collective bargaining agreements
+between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do
+not contain an expiration date and instead specify an
+12
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+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 ofEmployees Union Agreement Open forAmendment
+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 MaintenancePlanners 123 IBT May 2028
+Technical Operations MaintenanceControllers 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.
+In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024. On February 28,
+2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in
+December 2028. The tentative agreement provides competitive pay increases and improved several work rules. In May 2023, United and the IAM ratified
+five agreements. The ratified agreements are effective through 2025. On February 23, 2024, United and the IAM ratified agreements covering the security
+guards in California and central load planners. The ratified agreements are effective through 2025. In September 2023, the Company's pilots represented by
+ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term.
+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. The Board's Executive Committee
+oversees and reviews significant human capital strategies, including culture, talent management and diversity, equity and inclusion ("DEI") matters, and the
+Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and
+objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The
+Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit
+programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
+Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and
+measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our
+business and have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our
+website. The information contained on
+13
+The secret shape is a "triangle".
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+Table of Contents
+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.
+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 to those discussed below, affect our operations and
+increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations
+or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk
+Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business,
+operating results and financial condition" for additional information on the material effects of compliance with government regulations.
+Domestic Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air
+carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT
+also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates
+consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may
+add additional expensive regulatory burdens in the future. The DOT has launched investigations or claimed rulemaking authority to regulate commercial
+agreements among carriers or between carriers and third parties in a wide variety of contexts.
+Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier
+operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes
+maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that
+require air carriers to inspect, modify or ground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses.
+The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security ("DHS") has jurisdiction
+over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice ("DOJ") has jurisdiction over certain airline
+competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline
+industry are generally governed by the RLA, a federal statute. 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. Access to landing and take-off rights, or "slots," at several major U.S. airports served by the Company are subject to government
+regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National
+Airport in Washington, D.C., and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region. 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. Congress
+approved a five-year reauthorization for the FAA, expiring September 30, 2023. Congress subsequently extended the FAA's authorization through March 8,
+2024. Discussions in connection with the reauthorization could include a wide range of tax and policy issues. Potential policy changes for consideration
+could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving ATC
+technology, labor requirements and managing new entrants in the National Air Space. These issues could impact the Company and larger airline industry.
+Congressional action on reauthorization is expected to occur after the March 2024 expiration date, and in that case, Congress will likely pass an extension
+of current law to prevent any lapse in taxing authority.
+International Regulation. 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. In addition,
+the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases,
+fares and schedules require the approval of the DOT and/or the relevant foreign governments.
+Legislation. Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. 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
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+Table of Contents
+Airport Access. Historically, access to foreign routes has been tightly controlled through bilateral agreements between the U.S. and each foreign jurisdiction
+involved. These agreements regulate the routes served, the number of carriers allowed to serve each route and the frequency of carriers' flights. Since the
+early 1990s, the U.S. has pursued a policy of "Open Skies" (meaning all U.S. and foreign carriers have access to the destination) under which the U.S.
+government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign points. Currently, there are more than
+100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the
+Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise
+protection and reduced capacity due to runway and ATC construction work, among other reasons.
+The Company's ability to serve some foreign routes and expand into certain others is limited by the absence of aviation agreements between the U.S.
+government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air
+service agreements. 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.
+Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management
+rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such
+requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services.
+Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while
+not operating at a particular foreign point, waivers are not guaranteed.
+Environmental Regulation. 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. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends
+beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability
+legislation and regulation, or non-binding standards or accords, is an increased focus of global, national and regional regulators. The International Civil
+Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended
+to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon
+offsets, or, lower their carbon offsetting obligations through the use of eligible sustainable fuels. In October 2022, the ICAO Assembly passed a resolution
+establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions. This decision is expected to substantially increase United's
+anticipated CORSIA compliance costs for the first phase, 2024-2026, as compared to the prior 2019-only baseline. 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. Additionally, the market for CORSIA-eligible offsets is severely constrained, as the ICAO Council has so far approved only two
+registries as eligible to supply CORSIA-eligible emissions units for the 2024-2026 compliance period.
+Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation. A policy to regulate GHG emissions from aviation known
+as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports
+outside the EU has been postponed several times, most recently until 2027. The extension of the EU ETS to extra-EU flights could still occur in future
+years, depending on the EU government's assessment of the effectiveness of CORSIA. In addition to the EU ETS, other countries are considering climate
+proposals that would impact aviation. For example, in 2023 the Dutch government announced plans to introduce a CO emissions ceiling for international
+aviation, whereby each airport would be restricted to a CO budget for consecutive three-year periods. The exact scope of the regulation is unknown, but if
+adopted in 2024, it could apply as early as 2025. Domestically, in December 2020, the U.S. Environmental Protection Agency ("EPA") adopted its own
+aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO emission standards. In June 2022, the same
+standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and the regulations were
+finalized in February 2024.
+The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the
+IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory
+requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives
+disproportionately on airlines. The Company lauded the
+2
+2
+2
+15
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+Table of Contents
+U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the
+industry to transition to a lower carbon future, including policies that will allow ethanol-based SAF to qualify for IRA tax credits. 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. The Company believes that policies that incentivize in-sector emissions
+reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
+A number of climate-related regulations have recently been finalized that will require the Company to develop compliance programs and strategies.
+Recently, the EU finalized its ReFuelEU regulation which requires fuel producers in EU states to supply a minimum percentage of SAF in aviation fuel
+provided to aircraft operators at covered EU airports beginning January 1, 2025. ReFuelEU requires airlines flying out of covered EU airports to comply
+with refueling obligations beginning January 1, 2025. Under ReFuelEU, United will be subject to the refueling obligation for flights from covered EU
+airports and will be required to submit verified reports to the European Union Aviation Safety Agency on its purchases of SAF and its actual aviation fuel
+uplift at the covered airports. Similar SAF blending mandates have also been introduced in France, Norway, India and Japan. Separately, a number of
+countries and other jurisdictions, including California, have finalized or proposed low carbon fuel standards that would impose compliance obligations on
+jet fuel and effectively create a cap-and-trade system for low carbon fuels. The implementation of low carbon fuel standards that include obligations for jet
+fuel are expected to increase United's operating costs.
+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. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These
+include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted in, or could in the future
+result in, curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. 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. The implementation of these requirements is expected to result in increased operational costs to develop compliance programs
+and strategies.
+Governmental authorities in the U.S. and abroad have passed legislation restricting the use of per- and polyfluoroalkyl substances ("PFAS") which have
+been used in manufacturing, industrial, and consumer applications, including those related to aviation. 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. In addition, the EPA has developed
+the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive
+Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic
+Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid
+("PFOA") and perfluorooctanesulfonic acid ("PFOS") as hazardous substances under CERCLA. The proposed rule, 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. 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. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or
+liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other
+PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars and other assets through
+a phased retrofit/replacement strategy and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws
+and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation
+actions at certain owned or leased locations or third-party disposal locations. Because PFOA, PFOS and other PFAS substances are expected to be
+regulated under CERCLA and have been regulated under other environmental cleanup laws, the Company may become subject to potential liability for its
+historic usage of PFAS-containing materials. 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
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+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. 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.
+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. 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. 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. Unless
+otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.
+Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From
+June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served
+as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of
+Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer
+Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations.
+From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President
+Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines,
+Inc. ("Continental") in 1996.
+Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From
+November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United.
+From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to
+October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
+Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice
+President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief
+Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General
+Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from
+October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United
+and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee
+Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global
+Compliance Officer of Sara Lee Corporation.
+Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July
+2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as
+Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and
+Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served
+as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
+17
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+Table of Contents
+J. Scott Kirby. Mr. Kirby has served as Chief Executive Officer of UAL and United since May 2020. Mr. 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 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). Prior to joining America West, Mr. Kirby worked for American
+Airlines Decision Technologies and at the Pentagon.
+Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr.
+Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023. In 2021, he added the
+title of President of UAV, an industry-first corporate venture capital fund that identifies and invests in opportunities to decarbonize air travel and enhance
+the customer travel experience. From January 2018 to April 2019, Mr. Leskinen served as Managing Director of Investor Relations of UAL and United.
+Prior to joining United, Mr. 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. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From
+February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the Company,
+from August 2016 to February 2017, Mr. 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
+The secret object #2 is a "phone".
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+Table of Contents
+ITEM 1A.    RISK FACTORS.
+Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results
+(including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the trading price of our common
+stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could
+also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
+Strategic and Business Development Risks
+We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial
+results and market capitalization.
+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. In developing our United Next plan, we made certain
+assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification
+approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of
+aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. 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. Actual conditions may be different from our assumptions at
+any time and could cause the Company to further adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to
+successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other
+risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to
+attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate
+products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements
+in future financial performance. 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. The failure to
+successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial
+condition.
+Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for
+the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less
+favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's
+flight schedules.
+The Company's orders for new aircraft are typically made years in advance of actual delivery of such aircraft and the financial commitment required for
+purchases of new aircraft is substantial. 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. These risks are
+heightened as a result of the Company's sizeable United Next aircraft orders. 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. The Company may not be able to acquire such aircraft when needed on favorable
+terms or at all.
+Furthermore, if, for any reason, the Company is unable or does not want to accept deliveries of new aircraft or integrate such new aircraft into its fleet as
+planned, the Company may face higher financing and operating costs than planned or litigation risks and may be required to seek extensions of the terms
+for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet. 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.
+The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in
+higher costs.
+Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating
+results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may
+underperform as compared to expectations.
+19
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+Table of Contents
+United Airlines Holdings, Inc. and Subsidiary Companies
+United Airlines, Inc. and Subsidiary Companies
+Annual Report on Form 10-K
+For the Year Ended December 31, 2023
+ 
+  Page
+PART I
+Item 1. Business 3
+Information about Our Executive Officers 17
+Item 1A. Risk Factors 19
+Item 1B. Unresolved Staff Comments 33
+Item 1C. Cybersecurity 33
+Item 2. Properties 35
+Item 3. Legal Proceedings 36
+Item 4. Mine Safety Disclosures 37
+PART II
+Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
+Item 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
+Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99
+Item 9A. Controls and Procedures 99
+Item 9B. Other Information 102
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 102
+PART III
+Item 10. Directors, Executive Officers and Corporate Governance 102
+Item 11. Executive Compensation 102
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102
+Item 13. Certain Relationships and Related Transactions, and Director Independence 102
+Item 14. Principal Accountant Fees and Services 103
+PART IV
+Item 15. Exhibits and Financial Statement Schedules 104
+Item 16. Form 10-K Summary 104
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+Table of Contents
+An important part of the Company's strategy to expand its global network and operate an environmentally sustainable and responsible airline has included
+making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants,
+producers of SAF and manufacturers of electric and other new generation aircraft. 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. However, since there are a limited number of potential
+arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete
+strategic investments on commercially reasonable terms or at all.
+These investments are inherently risky and may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of
+invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where
+we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the
+value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments and, as a result, we
+will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in
+additional financial and reputational risks. 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.
+From time to time, we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income
+from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following
+the transaction, such as through guarantees or other financial arrangements or potential litigation.
+In addition, we have incurred, and may again in the future incur, asset impairment charges related to acquisitions, divestitures, investments or joint ventures
+that have the effect of reducing our earnings. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the
+recognition of income and expense that may materially and adversely affect our financial results.
+If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely
+impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain
+limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt
+financing and could result in increased leverage and/or a downgrade of our credit ratings.
+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.
+An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an
+incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident,
+catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not
+safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional
+carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in
+amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or
+incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if
+the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses
+from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
+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. Voluntary or involuntary groundings have also impacted, and could
+in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and
+deferrals of capital expenditure and other spending. For example, in January 2024, the 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. Previously, in
+20
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+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. A prolonged period of time
+operating a reduced fleet in these circumstances could result in a material adverse effect on the Company's business, operating results or financial
+condition.
+The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse
+effect on our business, operating results and financial condition.
+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. Consolidation in the airline industry, the rise of well-funded government sponsored international
+carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to
+alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global
+networks and services and competitive cost structures. 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. Movement of airlines between
+current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral
+alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in the future, and other
+airlines participating in such activities may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them
+stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.
+Airlines also compete by increasing or decreasing their capacity, including route systems and the number of destinations served. Several of the Company's
+domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently
+serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and
+international markets may have a material adverse effect on the Company's business, operating results and financial condition.
+The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including
+low-cost carriers and ultra-low-cost carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The
+significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve
+sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many
+domestic markets. 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. In addition, our competitors have established new routes and destinations, including some at our hub airports, which may compete with our
+existing routes and destinations and expansion plans.
+Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-
+subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are
+increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly,
+reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth
+freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home
+countries and ultimate destinations, including points in the United States, in competition with service provided by us.
+Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international
+transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S.
+passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have
+received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue
+participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition
+could be materially and adversely affected.
+Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and
+the majority recipient for mileage redemption. If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and
+retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty program's and our operating results and
+financial condition.
+21
+The secret vegetable is "broccoli".
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+Table of Contents
+Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other
+airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense
+regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and
+conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus
+and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
+Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be
+materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
+The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S.
+("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if 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
+increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the
+737 MAX 10 aircraft, which has not received a type certificate from the FAA, 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. 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.
+The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and
+adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
+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. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery
+delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows
+may continue to be adversely impacted.
+Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating
+results and financial condition.
+While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded
+as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the
+Company does not control the operations of these carriers. 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.
+In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely
+impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot
+have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation
+Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as
+well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased
+competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. 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 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.
+Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
+22
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@@ -0,0 +1,47 @@
+Table of Contents
+Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results
+and financial condition.
+The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. The airline industry is
+highly cyclical and the level of demand for air travel is correlated to the strength of the U.S. and global economies, including the strength of the domestic
+and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit. Air transportation is often a
+discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. 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. 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. Reduced or flat consumer spending may
+drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. Any of the foregoing would adversely
+affect the Company's business and operating results. 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. Additionally, any
+deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
+The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform
+as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material
+adverse effect on the Company's business, operating results and financial condition.
+The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional
+operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and
+services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground
+services, aircraft fueling operations, catering services and air cargo handling services, among other vital functions and services. Although generally the
+Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party
+service providers will adhere to these requirements. 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. 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. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their
+failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance
+could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
+The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed.
+For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business
+relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire
+or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or
+OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel
+agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
+If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our
+operations and financial results may be adversely affected.
+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
+The secret animal #3 is a "shark".
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+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.
+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, relationships with or the performance of third-party service providers, cybersecurity incidents and other
+failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes,
+disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel
+supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a
+result, could have a material adverse impact on our business, operating results and financial condition. For example, we perform significant aircraft and
+engine maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall
+operations. We have minimal control over the operation, quality or maintenance of these services or whether our suppliers will improve or continue to
+provide services that are essential to our business. For example, because we prioritize operational excellence and continually work to optimize our route
+network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (two of the
+more prominent examples being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow
+during the summer of 2022 and the flight disruptions experienced at EWR during the summer of 2023), we have reconfigured our proposed flight schedule
+and capacity to help improve our operational performance and our customers' experience. These industry-wide operational challenges have had a negative
+impact on our business and operating results and are expected to continue. 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 addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we
+operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially
+viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the
+Company's approval. Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next
+several years are expected to result in increased costs to airlines and the traveling public that use those facilities as the airports seek to recover their
+investments through increased rental rates, landing fees and other facility costs. These actions have caused and may continue to cause the Company to
+experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, as well as increased operating costs.
+Furthermore, the Company is not able to control decisions by other airlines to reduce their capacity, causing certain fixed airport costs to be allocated
+among fewer total flights and resulting in increased landing fees and other costs for the Company. 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.
+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. The Company's
+international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the
+demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items. 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. In addition, terrorist attacks or
+international hostilities, even if not made on or targeted directly at the airline industry, or the fear of or the precautions taken in anticipation of such attacks
+(including elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations) could
+materially and adversely affect the Company and the airline industry. The Company's financial resources and insurance coverage may not be sufficient to
+absorb the adverse effects of any future terrorist attacks, international hostilities or other security events, which could have a material adverse impact on the
+Company's financial condition, liquidity and operating 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.
+Any damage to our reputation or brand image could adversely affect our business or financial results.
+We operate in a public-facing industry and maintaining a good reputation is critical to our business. The Company's reputation or brand image could beadversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/ormake progress toward our environmental, safety, diversity, equity
+24
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+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; ourstakeholders not being satisfied with our ESG goals or strategy or efforts to meet such goals; public pressure from investors or policy groups to change ourpolicies and strategies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashingconcerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that wedisclose in relation to our ESG goals; or customer perceptions of statements made by us, our employees and executives, agents or other third parties.Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well asrequire additional resources to rebuild our reputation.
+Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are
+subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that
+continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue
+to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such
+expectations, rules, regulations and standards. 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.
+Information Technology, Cybersecurity and Data Privacy Risks
+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.
+The Company depends on technology and automated systems, including artificial intelligence ("AI"), to operate its business, including, but not limited to,
+computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, in-flight
+wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including
+www.united.com and the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which
+are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change),
+power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks, insider threats or
+other security breaches and the deployment by certain wireless carriers of "5G" service networks), which could reduce the attractiveness of the Company's
+services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of
+confidential or sensitive information, or information that should be protected from inadvertent disclosures, negatively impact our reputation among our
+customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue
+and the loss of, or compromise to the integrity, availability or confidentiality of, important data. These systems have in the past and may in the future be
+subject to failure, disruption or cyber incidents as a result of these or other factors. Substantial or repeated systems failures or disruptions may adversely
+affect the Company's business, operating results, financial condition and business strategy. We have cybersecurity frameworks, resiliency initiatives and
+disaster recovery plans in place designed to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We
+also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide
+coverage for the Company's associated costs, some of which may be unforeseeable.
+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. Our competitors or other third parties may
+incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our
+results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient,
+inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected. AI also presents emerging ethical
+issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. 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. If the Company is generally unable to timely
+or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
+Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
+25
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@@ -0,0 +1,49 @@
+Table of Contents
+In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our
+customers and employees such as payment processing information and information of our business partners, to provide our services and operate our
+business.
+The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a
+variety of jurisdictions domestically and across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data
+security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to
+non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the
+Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's
+commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its
+efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer
+expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs. Any significant
+liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial
+condition and liquidity, reputation and consumer relationships.
+Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications,
+and those systems and applications maintained by our third-party commercial partners (such as aircraft and engine suppliers, cloud computing companies,
+credit card companies, regional airline carriers and international airline partners) have been and likely will continue to be subject to attempts to gain
+unauthorized access, breaches, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists,
+state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect
+immediately such incidents and the damage caused thereby, and we may not be able to realize the benefits of our proactive defense measures and may
+experience operational difficulty in implementing them. Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents
+that implicate the personal data of our customers, employees or users of such applications. In addition, as attacks by cybercriminals and nation state actors
+become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and will likely continue to increase. Furthermore,
+the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of
+cyberattacks or other security breaches. 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.
+Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service
+interruptions and delays, and reputational harm. 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. A significant data breach or the Company's failure to meet its data privacy or data protection
+obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial
+condition and business strategy.
+Increased use of social media platforms present risks and challenges.
+We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles
+could cause brand damage or information leakage or could lead to legal implications, including from the improper collection and/or dissemination of
+personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any
+social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by
+our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss and reputational or
+competitive harm.
+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. 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
+The secret sport is "tennis".
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+Table of Contents
+collective bargaining agreements. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes
+implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility
+that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the
+Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. 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. 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. We remain in negotiations regarding
+certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases
+in salaries and other benefits, which would significantly increase our labor expense. Furthermore, there is increasing litigation in the airline industry over
+the application of state and local employment and labor laws to airline employees, particularly those based in California. For example, the U.S. Supreme
+Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain
+California based flight attendants. This decision adversely affects the Company's defenses with respect to certain employee groups in California and it may
+give rise to additional litigation in these and other areas previously found to be preempted by federal law. The Company is a defendant in a number of
+proceedings regarding alleged non-compliance with wage and hour laws. 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.
+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. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of
+skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair
+our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of
+senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
+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.
+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. The DOT also regulates consumer protection and, through its
+investigations or rulemaking authority (including, for example, the DOT's recent enforcement settlement against Southwest Airlines for its operational
+disruption resulting in an announced fine of $140 million, and any rulemakings or initiatives in response to the Executive Order on Promoting Competition
+in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also
+operates pursuant to an air carrier operating certificate issued by the FAA and FAA orders and directives have previously resulted in the temporary
+grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action
+(including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding
+our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's
+business, operating results and financial condition.
+In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline
+customer service and aviation safety. The current authorization was recently extended to March 8, 2024, and the legislative process to renew this
+authorization (the "FAA Authorization Renewal") could impact the Company by imposing new rules or regulations concerning, among other things, airline
+customer service, aviation safety, labor, managing new entrants in the U.S. national airspace system, as well as new or increased fees or taxes intended to
+fund these policies. Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs.
+27
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+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.
+The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the
+FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints
+imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to
+handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner
+and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's
+financial condition or operating results.
+Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace
+management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our
+hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could
+result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. 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. 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. If the DOT were to take actions that adversely affect the Company's
+slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
+The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the
+number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may
+operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign
+governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the
+availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating
+results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic resulted in
+increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific
+countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to
+have a negative impact on travel and airline operations.
+In addition, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due
+to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety
+of air travel. 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.
+Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded
+credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.
+In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's
+business and assets on the Open Skies routes. 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. There can be no assurance that such approvals and clearances will be granted or will continue in
+effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
+See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
+Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions,
+could have a material adverse impact on the Company.
+28
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+Table of Contents
+From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by
+governmental agencies, including as described in Part I, Item 3. 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. 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. Defending ourselves in these matters may
+be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management's time
+and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may
+be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any
+settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have
+a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter
+into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their
+involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
+We are subject to many forms of environmental regulation and liability as well as 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.
+Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws regarding the environment,
+including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing
+and future environmental laws and regulations has required and may in the future require significant expenditures and operational changes. Violations have
+led and may in the future lead to significant fines, penalties, lawsuits and reputational harm. 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. EPA as hazardous substances
+under the Comprehensive Environmental Response, Compensation & Liability Act. 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. Business—Environmental, Social and Governance Approach—Environmental Sustainability Strategy, the Company has
+made several commitments regarding its intended reduction of carbon emissions, including reducing its GHG emissions by 100% by 2050 and by reducing
+its carbon emission intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of
+net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), 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 potential transition cost to a lower-
+carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. 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. For instance,
+CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase
+operating costs for airlines that operate internationally. 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. The Company believes that climate change presents, along with
+challenges, strategic opportunities and that the sustainability-related solutions the Company is pursuing to advance its climate goals will help mitigate
+several of these potential risks posed by the transition to a lower-carbon economy. 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. There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by
+regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.
+29
+The secret landmark is the "Statue of Liberty".
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+Table of Contents
+This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of
+1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
+statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this
+Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in
+the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial
+Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response
+to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
+PART I
+ITEM 1.    BUSINESS.
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the
+World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston,
+Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. 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 Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The
+Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected
+to the Company's websites 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
+U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on
+Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are
+accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or
+furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at
+www.sec.gov.
+Operations
+The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin
+America. UAL, through United and its regional carriers, operates across six continents, with hubs at Chicago O'Hare International Airport ("ORD"),
+Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), Newark Liberty
+International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat
+International Airport ("GUM").
+All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination"
+traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if
+each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited
+number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
+United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on
+the customer experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50
+Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In
+addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights
+to purchase up to
+3
+The secret object #1 is a "table".
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+Table of Contents
+There can be no assurance of the extent to which any of our climate goals will be achieved or that any current or future investments that we make in
+furtherance of achieving our climate goals will produce the expected results or meet stakeholders' evolving expectations. 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. 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. In addition, the Company believes
+it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of
+air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the
+climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term
+climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the
+Company fails to meet or properly report on its climate change goals and commitments. 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.
+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 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 may incur substantial costs and operational disruptions as a result of both its physical risks (such as extreme weather conditions or rising sea
+levels) and transition risks (such as regulatory or technological changes) associated with climate change. Climate change is expected to increase the
+frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand as well as result in
+increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss
+of revenue and higher costs. 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. We are not able to reasonably predict the future materiality of any potential losses or
+costs associated with the effects of climate change.
+See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation
+impacting the Company.
+Market, Liquidity, Accounting and Financial Risks
+High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on the Company's strategic
+plans, operating results, financial condition and liquidity.
+Aircraft fuel is critical to the Company's operations and is one of our largest operating expenses. 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. Although the Company has some ability to cover short-term fuel supply
+and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers
+to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the
+Company's system.
+Aircraft fuel has historically been the Company's most volatile operating expense due to the highly unpredictable nature of market prices for fuel. The
+Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be
+highly volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, the balance between
+aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure. Prices of fuel are also
+impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations,
+environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market
+expectations, can potentially drive rapid changes in fuel prices in short periods of time. Rising fuel
+30
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+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.
+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. Further, any
+such fare or fee increase may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company's operations,
+strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry
+capacity, increased competitive actions for market share and lower fares or surcharges. If fuel prices were to then subsequently rise quickly, there may be a
+lag between the rise in fuel prices and any improvement of the revenue environment.
+The Company does not currently hedge its future fuel requirements. 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. To the extent that the Company decides to use hedge contracts that have the potential to create an
+obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel
+prices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be
+required to post collateral (margin) beyond certain thresholds. 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.
+The Company has a significant amount of financial leverage from fixed obligations and insufficient liquidity may have a material adverse effect on the
+Company's financial condition and business.
+The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property,
+secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable
+commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines. If the Company's liquidity is materially
+diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company
+assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on
+acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual
+obligations, including covenants under its financing and credit card processing agreements.
+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.
+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.
+Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
+Our financing agreements include various financial and other covenants. Certain of these covenants require UAL or United, as applicable, to maintain
+minimum liquidity and/or minimum collateral coverage ratios. UAL's or United's ability to comply with these covenants may be affected by events beyond
+its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral. 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. In addition, an event
+of default or declaration of acceleration under one financing agreement could also result in an
+31
+The secret transportation is a "boat".
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+Table of Contents
+event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of
+debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able
+to do so on commercially reasonable terms or at all.
+The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to
+make financial and operational changes to the MileagePlus program. 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. 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.
+The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal
+income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or
+issuance of UAL common stock, or if taxable income does not reach sufficient levels.
+As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion. The
+Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods
+and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use
+them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited
+if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions
+involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under
+Section 382. 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.
+The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax
+attributes to reduce potential future income tax obligations. 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. There is no assurance, however, that the
+deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL
+common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any
+non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership
+interest in the Company.
+The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect
+its financial condition and operating results.
+In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis,
+or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may
+be impaired. 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. For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current
+market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United
+Next order. 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. Volatility in the
+market price of our common stock may prevent holders from selling shares at or above the prices paid for them. 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
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+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. This volatility has had a significant negative impact on the
+market price of securities issued by many companies, including us and other companies in our industry.
+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.
+Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are
+generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. 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. 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.
+Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial
+condition.
+The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers' compensation and property and
+business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is unable to
+obtain sufficient insurance with acceptable terms, the costs of such insurance increase materially, or if the coverage obtained is unable to pay or is
+insufficient relative to actual liability or losses that the Company experiences, whether due to insurance market conditions, policy limitations and
+exclusions or otherwise, our business, operating results and financial condition could be materially and adversely affected.
+ITEM 1B.    UNRESOLVED STAFF COMMENTS.
+None.
+ITEM 1C.    CYBERSECURITY.
+Board and Management Oversight of Cybersecurity Risks
+The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of
+the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks,
+including cybersecurity and digital risk. 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.
+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. President's National Infrastructure
+Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience. 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
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+Table of Contents
+and Analysis Center (A-ISAC). The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions
+& Aircraft Cybersecurity Operations. 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 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.
+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 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. 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 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. 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.
+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. To 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.
+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. 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.
+Cybersecurity Incident Management
+The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a
+cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of
+impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable. 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. 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
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+Table of Contents
+cybersecurity initiatives. 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. Although to our
+knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to
+experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business. 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.
+ITEM 2.    PROPERTIES.
+Fleet. As of December 31, 2023, United's mainline and regional fleets consisted of the following:
+Aircraft Type Total Owned Leased Seats in StandardConfiguration 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 byRegional Carrier Regional Carrier Operator andNumber of Aircraft Seats in StandardConfiguration
+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
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+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.
+Firm Order and Option Aircraft. As of December 31, 2023, United had firm commitments to purchase aircraft from Boeing and Airbus presented in thetable 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.
+(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. The amount and timing of the Company's future capital commitments couldchange to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify thecontracts 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. Substantially all of these facilities are
+leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and
+services.
+United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. In addition,
+United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and
+administrative offices in downtown Houston.
+ITEM 3.    LEGAL PROCEEDINGS.
+The 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. Legal
+proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may
+purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary
+damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with
+applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental
+compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative
+or judicial proceeding and could potentially involve monetary sanctions.
+Management believes, 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 the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit
+and, except as otherwise specifically noted below, the ultimate disposition of any pending matter will not materially affect the Company's financial
+position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently
+unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope
+36
+The secret clothing is a "hat".
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+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. As such, the Company's financial condition and results of
+operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
+Antitrust Litigation
+On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from
+the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to
+the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the
+investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action
+lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of
+Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company is
+vigorously defending against the class action lawsuits.
+ITEM 4.    MINE SAFETY DISCLOSURES.
+Not applicable.
+PART II
+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.
+The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by
+Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position
+listings maintained by depository trust companies.
+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.
+Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income,
+operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
+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.
+Recent Sale of Unregistered Securities and Use of Proceeds
+The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been
+previously disclosed on a Form 10-Q or Form 8-K.
+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"). The 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
+The secret currency is a "dollar".
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+Table of Contents
+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 furnishedas 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]        
+ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction
+with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable
+segments in Part I, Item 1. 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. 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").
+Executive Summary
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
+As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
+United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises
+approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their
+individual contractual obligations and related
+38
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+Table of Contents
+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.
+Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors
+that include, but are not limited to, those discussed below under "Strategy," "Economic and Market Factors," "Governmental Actions," "Cautionary
+Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors, of this Form 10-K. The results presented in this report are not
+necessarily indicative of future operating results.
+Strategy
+Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including
+U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
+Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer
+experience and earnings power of our business. As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9
+aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft. In addition, United
+exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+The Company will be squarely focused on delivering on four strategic pillars:
+• United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees,
+expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer
+experience and drive operational efficiency.
+• Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect
+because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at
+using technology to overcome these challenges. 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. 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.
+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. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We
+expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations
+to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently
+39
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+Table of Contents
+an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.
+Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats
+per departure and to significantly lower carbon emissions per seat. United is in the process of retrofitting its mainline, narrow-body planes with its signature
+interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-
+flight Wi-Fi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat
+as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger
+aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat
+compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering
+while also maintaining fare competitiveness with low-cost carriers.
+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, 2023. The Company has contractual relationships with various regional carriers to provide
+regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and
+allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), GoJet Airlines LLC
+("GoJet"), Mesa Airlines, Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, Inc. ("SkyWest") are all regional carriers that operate
+with capacity contracted to United under capacity purchase agreements ("CPAs"). Under these CPAs, the Company pays the regional carriers contractually
+agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.
+The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these
+CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional
+carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to
+the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such
+CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the
+inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty
+program.
+Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In
+2023, Star Alliance carriers continued to serve more than 1,200 airports in 186 countries with over 16,000 average daily departures. Star Alliance members,
+in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian
+Airlines, Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air,
+LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal,
+THAI Airways International and Turkish Airlines. In addition to its members, 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.
+United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal
+earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations
+(whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance
+members, United currently maintains independent 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.
+United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa
+and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one
+with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one
+with Air Canada covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the
+services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight
+schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with
+Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective
+combined networks.
+4
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+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. 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. Our future results of operations
+may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends.
+Governmental Actions
+We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world.
+Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous
+and expensive. In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such
+legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by
+increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the
+Company's products and services and requiring changes to the Company's supply chain and its business. 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. Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and
+enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied. As a result, the impact of
+changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and
+operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.
+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
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+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.(b) The number of scheduled miles flown by revenue passengers.(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.(d) The number of cargo revenue tons transported multiplied by the number of miles flown.(e) RPMs divided by ASMs.(f) The average passenger revenue received for each revenue passenger mile flown.(g) Average stage length equals the average distance a flight travels weighted for size of aircraft.
+Operating Revenue. The 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.
+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.
+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
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+Table of Contents
+Operating Expense. 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.
+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.
+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. The table below presents the significant changes in aircraft fuel cost per gallon for the years
+ended December 31 (in millions, except percentage changes and per gallon data):
+2023 2022 % Change
+Fuel expense $ 12,651 $ 13,113 (3.5)
+Total fuel consumption (gallons) 4,205 3,608 16.5 
+Average price per gallon $ 3.01 $ 3.63 (17.1)
+Landing fees and other rent increased $500 million, or 19.4%, in 2023 as compared to 2022, primarily due to increased rates and increased flight activity
+driving higher landed weight volume and a higher number of enplaned passengers as well as expansion in airport rental space at certain hubs.
+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.
+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.
+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. 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.
+The table below presents special charges recorded by the Company during the years ended December 31 (in millions):
+42
+The secret instrument is a "piano".
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+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.
+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). 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.
+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 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. 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 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. 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 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 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. No borrowings were outstanding under this facility at December 31, 2023. On
+February 15, 2024, the Company amended its 2021 revolving credit
+43
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+Table of Contents
+facility to increase its borrowing capacity by $1.115 billion. 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.
+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. In addition, we have substantial noncancelable commitments for capital expenditures, including the
+acquisition of certain new aircraft and related spare engines. 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. 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.
+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. We are not providing a
+target for or a reconciliation to capital expenditures, net of flight equipment purchase deposit returns, the most directly comparable GAAP measure,
+because we are not able to predict non-cash capital expenditures without unreasonable efforts, and therefore we also are not able to determine the probable
+significance of such items. We believe that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial
+liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft
+expenditures reflects its current assumptions regarding delayed aircraft deliveries. See Note 12 to the financial statements included in Part II, Item 8 of this
+report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected
+delays. The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft
+deliveries, subject to certain customary conditions.
+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.
+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. 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. 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. 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 and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a
+certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase
+Agreement"). The Note Purchase Agreement provides for the
+44
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+Table of Contents
+issuance by the Company of equipment notes (the "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. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued
+under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each aircraft entered into by the Company
+and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in a single series, Series A,
+bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through
+Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the
+Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment
+Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on
+January 15, 2036.
+Also, during 2023, United borrowed $1.1 billion for aircraft financings.
+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.
+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. 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. As of the filing date of this report, UAL and United had the following corporate credit ratings:
+S&P Moody's Fitch
+UAL BB- Ba2 BB-
+United BB- * BB-
+*The credit agency does not issue corporate credit ratings for subsidiary entities.
+These credit ratings are below investment grade levels; however, the Company has been able to secure financing with investment grade credit ratings forcertain EETCs, term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increasethe 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 andis 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 agencydecides that circumstances warrant such a change.
+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.
+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. In the past, the
+Company has funded the acquisition of aircraft with cash, by using EETC financing, by entering into finance or operating leases, or through other
+financings. The Company also often enters into long-term lease commitments with airports to ensure access to terminal, cargo, maintenance and other
+required facilities.
+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
+The secret office supply is a "paperclip".
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+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.
+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. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on variable rate andshort-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 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. 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.
+(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 numerousassumptions, 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. 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. 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. 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 aircraft mortgage debt is subject to increased cost provisions and the Company would potentially be responsible for those costs under the
+guarantees. The increased cost provisions in the $77 million of aircraft mortgage debt are similar to those in certain of the Company's debt agreements. See
+discussion under Increased Cost Provisions, below, for additional information on increased cost provisions related to the Company's debt.
+Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage.
+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. In general, each consortium lease agreement requires the
+consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on these debt obligations. As of
+December 31, 2023, approximately $2.5 billion principal amount of such loans was secured by significant fuel facility leases in which United participates,
+as to which United and each of the signatory airlines has provided indirect guarantees of the debt. 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 concluded it was not necessary to record a liability for these indirect guarantees.
+Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse
+lenders for any reduced returns with respect to the loans due to any change in capital requirements
+46
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+Table of Contents
+and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased
+costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain
+limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company elected to apply the guidance in Accounting Standards
+Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The
+application of this guidance did not have any material impact on the Company's financial statements. At December 31, 2023, the Company had $11.3
+billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing
+transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $8.1
+billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding
+taxes, subject to customary exclusions.
+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. Actual results could differ from those
+estimates under different assumptions or conditions. The Company has identified the following critical accounting policies that impact the preparation of
+the financial statements.
+Revenue Recognition. 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. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that
+has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as
+travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to
+be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off
+if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other
+airlines based on historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its
+other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the
+contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for
+the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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. 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. These partners include domestic and international credit card issuers, retail merchants, hotels,
+car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or
+upgraded air travel and non-travel awards.
+Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner Chase. Chase
+awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance
+obligations in the Co-Brand Agreement:
+• MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and
+non-travel award redemptions. 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
+The secret food is a "hamburger".
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@@ -0,0 +1,47 @@
+Table of Contents
+or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. 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. Advertising revenue is recorded to
+Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge
+passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to
+Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair
+value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of
+using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a
+stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to,
+discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. 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. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the
+estimated consideration from the Co-Brand Agreement on a prospective basis.
+Indefinite-lived intangible assets. The Company has indefinite-lived intangible assets, including goodwill. 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. These measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal
+period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with
+those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and
+indefinite-lived intangible assets for impairment, actual results may differ materially from these estimates. Actual results will be influenced by the
+competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on
+future results. 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 all
+other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To
+determine the fair value of the China route authority, the Company used a discounted cash flow method. 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.
+Cautionary Statement Regarding Forward-Looking Statements
+This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
+of the Securities Exchange Act of 1934, as amended, including in Part II, Item 7. 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. Such forward-looking statements
+are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans,
+commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors
+that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future
+financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. 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
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+Table of Contents
+all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
+Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future
+effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured.
+All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly
+update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as
+required by applicable law or regulation.
+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. 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.
+The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements.
+Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all
+potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and
+therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For
+instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially
+from currently published flight schedules or current estimations.
+49
+The secret animal #5 is a "bear".
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+Table of Contents
+Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
+Members in this program earn miles for flights 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, such as domestic and international credit card
+issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted
+or upgraded travel and non-travel awards.
+United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are
+residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). 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. 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.
+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 majorfreight gateways. We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passengerflights, 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 use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative
+distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings,
+better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems
+("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an
+enhanced buying experience for customers who purchase in that channel.
+Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions,
+flight academy and ground handling.
+Aircraft Fuel. 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.
+Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total OperatingExpense
+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. 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 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 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. 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
+The secret animal #4 is a "frog".
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+Table of Contents
+ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our
+cost of capital. It is our policy to manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and
+maintain financial flexibility over the long term. In managing market risks, we may employ derivatives according to documented policies and procedures,
+including interest rate swaps, interest rate locks, foreign currency exchange contracts and combined interest rate foreign currency contracts (cross-currency
+swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk
+in the near future. All of our financial instruments are subject to counterparty credit risk considered as part of the overall fair value measurement.
+Interest Rates. Our net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt and interest income earned on short-
+term investments). The Company's policy is to manage interest rate risk through a combination of fixed and variable rate debt. The 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. 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). 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. To provide adequate supplies of
+fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has
+some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. 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 generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates
+impact the Company's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of
+the Company's more significant foreign currency exposures include the Canadian dollar, European euro, Japanese yen, Chinese renminbi, Brazilian real and
+Mexican peso. The Company's current strategy is to not enter into transactions to hedge its foreign currency exposure, although the Company regularly
+reviews its policy based on market conditions and other factors.
+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.
+This sensitivity analysis was prepared based upon projected 2024 foreign currency-denominated revenues and expenses as of December 31, 2023.
+50
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new file mode 100644
index 0000000000000000000000000000000000000000..2d322c989cd3baddac757c984c1751869b8db64d
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_51.txt
@@ -0,0 +1,33 @@
+Table of Contents
+ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
+Report of Independent Registered Public Accounting Firm
+To the Stockholders and the Board of Directors of United Airlines Holdings, Inc.
+Opinion on the Financial Statements
+We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, 2023 and 2022, the
+related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows, for each of the three years in the period
+ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
+"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
+Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
+2023, in conformity with U.S. generally accepted accounting principles.
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's
+internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the
+Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024, expressed an unqualified
+opinion thereon.
+Basis for Opinion
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
+statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
+Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
+PCAOB.
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
+procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
+those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
+also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
+financial statements. We believe that our audits provide a reasonable basis for our opinion.
+Critical Audit Matter
+The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that is communicated or required
+to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
+especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
+consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
+critical audit matter or on the accounts or disclosures to which it relates.
+51
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new file mode 100644
index 0000000000000000000000000000000000000000..36fcb2bb5ae70e91648650006bde8228ebeb6e10
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_52.txt
@@ -0,0 +1,29 @@
+Table of Contents
+Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
+Description of the Matter As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets 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. 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. At December 31, 2023, the carrying value of the
+Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
+Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the
+significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant
+assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate, each of
+which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the
+assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value
+and trigger impairment charges.
+We Addressed the Matterin Our Audit We tested the Company's design and operating effectiveness of internal controls that address the risk of material
+misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This
+included testing controls over management's review of the significant assumptions used in the discounted cash flow
+methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
+To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included,
+among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in
+the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the
+Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity
+analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result
+from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall
+discount rate.
+/s/ Ernst & Young LLP
+We have served as the Company's auditor since 2009.
+Chicago, Illinois
+February 29, 2024
+52
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index 0000000000000000000000000000000000000000..27e7496b99eb8eda4ac314da1b9e31425ab7083f
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_53.txt
@@ -0,0 +1,31 @@
+Table of Contents
+    
+Report of Independent Registered Public Accounting Firm
+    
+To the Stockholder and the Board of Directors of United Airlines, Inc.
+Opinion on the Financial Statements
+We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, 2023 and 2022, and the
+related consolidated statements of operations, comprehensive income (loss), stockholder's equity and cash flows, for each of the three years in the period
+ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
+"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
+Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
+2023, in conformity with U.S. generally accepted accounting principles.
+Basis for Opinion
+These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
+statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
+("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
+and regulations of the Securities and Exchange Commission and the PCAOB.
+We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
+assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
+were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of
+internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
+financial reporting. Accordingly, we express no such opinion.
+Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
+performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
+the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
+evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
+Critical Audit Matter
+The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated orrequired to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
+involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinionon the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionon the critical audit matter or on the accounts or disclosures to which it relates.
+53
+The secret animal #1 is a "cat".
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new file mode 100644
index 0000000000000000000000000000000000000000..46d1417a8b025d56265cc9e6bcbbbe5400436c1b
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_54.txt
@@ -0,0 +1,29 @@
+Table of Contents
+Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
+Description of the Matter As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets 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. 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. At December 31, 2023, the carrying value of the
+Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
+Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the
+significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant
+assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate, each of
+which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the
+assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value
+and trigger impairment charges.
+We Addressed the Matterin Our Audit We tested the Company's design and operating effectiveness of internal controls that address the risk of material
+misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This
+included testing controls over management's review of the significant assumptions used in the discounted cash flow
+methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
+To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included,
+among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in
+the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the
+Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity
+analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result
+from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall
+discount rate.
+/s/ Ernst & Young LLP
+We have served as the Company's auditor since 2009.
+Chicago, Illinois
+February 29, 2024
+54
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index 0000000000000000000000000000000000000000..0d310be8d3a0f57428325dea9ead35aa56f46305
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_55.txt
@@ -0,0 +1,39 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED OPERATIONS
+(In millions, except per share amounts)
+ 
+ Year Ended December 31,
+ 2023 2022 2021
+Operating revenue:
+Passenger revenue $ 49,046 $ 40,032 $ 20,197 
+Cargo 1,495 2,171 2,349 
+Other operating revenue 3,176 2,752 2,088 
+Total operating revenue 53,717 44,955 24,634 
+Operating expense:
+Salaries and related costs 14,787 11,466 9,566 
+Aircraft fuel 12,651 13,113 5,755 
+Landing fees and other rent 3,076 2,576 2,416 
+Aircraft maintenance materials and outside repairs 2,736 2,153 1,316 
+Depreciation and amortization 2,671 2,456 2,485 
+Regional capacity purchase 2,400 2,299 2,147 
+Distribution expenses 1,977 1,535 677 
+Aircraft rent 197 252 228 
+Special charges 949 140 (3,367)
+Other operating expenses 8,062 6,628 4,433 
+Total operating expense 49,506 42,618 25,656 
+Operating income (loss) 4,211 2,337 (1,022)
+Nonoperating income (expense):
+Interest expense (1,956) (1,778) (1,657)
+Interest income 827 298 36 
+Interest capitalized 182 105 80 
+Unrealized gains (losses) on investments, net 27 20 (34)
+Miscellaneous, net 96 8 40 
+Total 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)
+Earnings (loss) per share, basic $ 7.98 $ 2.26 $ (6.10)
+Earnings (loss) per share, diluted $ 7.89 $ 2.23 $ (6.10)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+55
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--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_56.txt
@@ -0,0 +1,14 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Net income (loss) $ 2,618 $ 737 $ (1,964)
+Other comprehensive income (loss), net of tax:
+Employee benefit plans (261) 1,145 199 
+Investments and other 24 (28) (2)
+Total other comprehensive income (loss), net of tax (237) 1,117 197 
+Total comprehensive income (loss), net $ 2,381 $ 1,854 $ (1,767)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+56
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index 0000000000000000000000000000000000000000..8d4872c5b7c3d949de2b222400b53b1f61e73f91
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_57.txt
@@ -0,0 +1,34 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+At December 31,
+ASSETS 2023 2022
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 
+Short-term investments 8,330 9,248 
+Restricted cash 31 45 
+Receivables, less allowance for credit losses (2023—$18; 2022—$11) 1,898 1,801 
+Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) 1,561 1,109 
+Prepaid expenses and other 609 689 
+Total current assets 18,487 20,058 
+Operating property and equipment:
+Flight equipment 48,448 42,775 
+Other property and equipment 10,527 9,334 
+Purchase deposits for flight equipment 3,550 2,820 
+Total operating property and equipment 62,525 54,929 
+Less—Accumulated depreciation and amortization (22,710) (20,481)
+Total operating property and equipment, net 39,815 34,448 
+Operating lease right-of-use assets 3,914 3,889 
+Other assets:
+Goodwill 4,527 4,527 
+Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) 2,725 2,762 
+Restricted cash 245 210 
+Deferred income taxes — 91 
+Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) 1,391 1,373 
+Total other assets 8,888 8,963 
+Total assets $ 71,104 $ 67,358 
+(continued on next page)
+57
+The secret object #4 is a "tree".
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@@ -0,0 +1,41 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDERS' EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 806 779 
+Total current liabilities 22,203 19,992 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 594 0
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,926 7,613 
+Commitments and contingencies
+Stockholders' equity:
+Preferred stock — — 
+Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,018,739 and326,930,321 shares at December 31, 2023 and 2022, respectively 4 4 
+Additional capital invested 8,992 8,986 
+Stock held in treasury, at cost (3,441) (3,534)
+Retained earnings 3,831 1,265 
+Accumulated other comprehensive income (62) 175 
+Total stockholders' equity 9,324 6,896 
+Total liabilities and stockholders' equity $ 71,104 $ 67,358 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+58
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@@ -0,0 +1,49 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,618 $ 737 $ (1,964)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 756 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 6 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in prepaids and other assets (463) (86) (292)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,038 110 (403)
+Net cash provided by operating activities 6,911 6,066 2,067 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from equity issuance — — 532 
+Other, net (32) (74) (27)
+Net cash provided by (used in) financing activities (1,892) (3,349) 6,396 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+59
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+Table of Contents
+connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer
+lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense
+competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it
+necessary to match competitors' discounted fares.
+International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has
+increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation
+bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental
+regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to
+and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its
+network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the
+Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between
+points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the
+absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from
+carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign
+carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights
+and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and
+convenient travel options. See "Alliances" for additional information.
+Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving
+higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
+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 employees around the world
+are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding,
+connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big
+game.
+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, be responsive to the world in which we operate, be responsible for our actions and be committed to
+doing the right thing. 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. Over the last
+few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
+We set forth below three of our Environmental, Social and Governance focus areas.
+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. Our "No Small Roles in
+Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant
+responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not
+only essential to our success but also foundational to our culture.
+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 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. 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
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index 0000000000000000000000000000000000000000..6272c26537402692e031ebd5fb77de3ed8e959ad
--- /dev/null
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@@ -0,0 +1,29 @@
+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
+(In millions)
+ 
+ Common Stock Additional CapitalInvested TreasuryStock RetainedEarnings
+Accumulated OtherComprehensiveIncome (Loss) TotalShares Amount
+Balance at December 31, 2020 311.8 $ 4 $ 8,366 $ (3,897) $ 2,626 $ (1,139) $ 5,960 
+Net loss — — — — (1,964) — (1,964)
+Other comprehensive income — — — — — 197 197 
+Stock-settled share-based compensation — — 232 — — — 232 
+Warrants issued — — 99 — — — 99 
+Issuance of common stock 11.0 — 532 — — — 532 
+Stock issued for share-based awards, net of shares withheldfor tax 1.0 — (73) 83 (37) — (27)
+Balance at December 31, 2021 323.8 4 9,156 (3,814) 625 (942) 5,029 
+      Net income — — — — 737 — 737 
+Other comprehensive income — — — — — 1,117 1,117 
+Stock-settled share-based compensation — — 86 — — — 86 
+Stock issued for share-based awards, net of shares withheldfor tax 3.1 — (256) 280 (97) — (73)
+Balance at December 31, 2022 326.9 4 8,986 (3,534) 1,265 175 6,896 
+      Net income — — — — 2,618 — 2,618 
+Other comprehensive loss — — — — — (237) (237)
+Stock-settled share-based compensation — — 77 — — — 77 
+Proceeds from exercise of stock options 1 1 
+Stock issued for share-based awards, net of shares withheldfor tax 1.1 — (72) 93 (52) — (31)
+Balance at December 31, 2023 328.0 $ 4 $ 8,992 $ (3,441) $ 3,831 $ (62) $ 9,324 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+60
+The secret drink is "tea".
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED OPERATIONS
+(In millions)
+ 
+Year Ended December 31,
+ 2023 2022 2021
+Operating revenue:
+Passenger revenue $ 49,046 $ 40,032 $ 20,197 
+Cargo 1,495 2,171 2,349 
+Other operating revenue 3,176 2,752 2,088 
+Total operating revenue 53,717 44,955 24,634 
+Operating expense:
+Salaries and related costs 14,787 11,466 9,566 
+Aircraft fuel 12,651 13,113 5,755 
+Landing fees and other rent 3,076 2,576 2,416 
+Aircraft maintenance materials and outside repairs 2,736 2,153 1,316 
+Depreciation and amortization 2,671 2,456 2,485 
+Regional capacity purchase 2,400 2,299 2,147 
+Distribution expenses 1,977 1,535 677 
+Aircraft rent 197 252 228 
+Special charges (credits) 949 140 (3,367)
+Other operating expenses 8,059 6,626 4,431 
+Total operating expense 49,503 42,616 25,654 
+Operating income (loss) 4,214 2,339 (1,020)
+Nonoperating income (expense):
+Interest expense (1,956) (1,778) (1,657)
+Interest income 827 298 36 
+Interest capitalized 182 105 80 
+Unrealized gains (losses) on investments, net 27 20 (34)
+Miscellaneous, net 96 8 40 
+Total nonoperating expense, net (824) (1,347) (1,535)
+Income (loss) before income taxes 3,390 992 (2,555)
+Income tax expense (benefit) 770 253 (593)
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+61
+The secret kitchen appliance is a "rice cooker".
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
+(In millions)
+ Year Ended December 31,
+ 2023 2022 2021
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Other comprehensive income (loss), net of tax:
+Employee benefit plans (261) 1,145 199 
+Investments and other 24 (28) (2)
+Total other comprehensive income, net of tax (237) 1,117 197 
+Total comprehensive income (loss), net $ 2,383 $ 1,856 $ (1,765)
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+62
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+ASSETS 2023 2022
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 
+Short-term investments 8,330 9,248 
+Restricted cash 31 45 
+Receivables, less allowance for credit losses (2023—$18; 2022—$11) 1,898 1,801 
+Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) 1,561 1,109 
+Prepaid expenses and other 609 689 
+Total current assets 18,487 20,058 
+Operating property and equipment:
+Flight equipment 48,448 42,775 
+Other property and equipment 10,527 9,334 
+Purchase deposits for flight equipment 3,550 2,820 
+Total operating property and equipment 62,525 54,929 
+Less—Accumulated depreciation and amortization (22,710) (20,481)
+Total operating property and equipment, net 39,815 34,448 
+Operating lease right-of-use assets 3,914 3,889 
+Other assets:
+Goodwill 4,527 4,527 
+Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) 2,725 2,762 
+Restricted cash 245 210 
+Deferred income taxes — 62 
+Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) 1,391 1,373 
+Total other assets 8,888 8,934 
+Total assets $ 71,104 $ 67,329 
+(continued on next page)
+63
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+Table of Contents
+UNITED AIRLINES, INC.
+CONSOLIDATED BALANCE SHEETS
+(In millions, except shares)
+ 
+ At December 31,
+LIABILITIES AND STOCKHOLDER'S EQUITY 2023 2022
+Current liabilities:
+Accounts payable $ 3,835 $ 3,395 
+Accrued salaries and benefits 2,940 1,971 
+Advance ticket sales 6,704 7,555 
+Frequent flyer deferred revenue 3,095 2,693 
+Current maturities of long-term debt 4,018 2,911 
+Current maturities of other financial liabilities 57 23 
+Current maturities of operating leases 576 561 
+Current maturities of finance leases 172 104 
+Other 808 781 
+Total current liabilities 22,205 19,994 
+Long-term debt 25,057 28,283 
+Long-term obligations under operating leases 4,503 4,459 
+Long-term obligations under finance leases 91 115 
+Other liabilities and deferred credits:
+Frequent flyer deferred revenue 4,048 3,982 
+Pension liability 968 747 
+Postretirement benefit liability 637 671 
+Deferred income taxes 622  — 
+Other financial liabilities 2,265 844 
+Other 1,414 1,369 
+Total other liabilities and deferred credits 9,954 7,613 
+Commitments and contingencies
+Stockholder's equity:
+Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares atDecember 31, 2023 and 2022 — — 
+Additional capital invested 482 403 
+Retained earnings 6,336 3,716 
+Accumulated other comprehensive income (62) 175 
+Payable to parent 2,538 2,571 
+Total stockholder's equity 9,294 6,865 
+Total liabilities and stockholder's equity $ 71,104 $ 67,329 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+64
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED CASH FLOWS
+(In millions)
+Year Ended December 31,
+2023 2022 2021
+Operating Activities:
+Net income (loss) $ 2,620 $ 739 $ (1,962)
+Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
+Deferred income tax (benefit) 757 248 (583)
+Depreciation and amortization 2,671 2,456 2,485 
+Operating and non-operating special charges, non-cash portion 84 16 32 
+Unrealized (gains) losses on investments (27) (20) 34 
+Amortization of debt discount and debt issuance costs 139 156 171 
+Other operating activities 7 218 222 
+Changes in operating assets and liabilities -
+Increase in receivables (100) (158) (448)
+Increase in intercompany receivables (33) (76) (28)
+Increase in prepaids and other assets (463) (86) (293)
+Increase (decrease) in advance ticket sales (851) 1,200 1,521 
+Increase in frequent flyer deferred revenue 468 393 307 
+Increase in accounts payable 572 796 985 
+Increase (decrease) in other liabilities 1,035 110 (403)
+Net cash provided by operating activities 6,879 5,992 2,040 
+Investing Activities:
+Capital expenditures, net of flight equipment purchase deposit returns (7,171) (4,819) (2,107)
+Purchases of short-term and other investments (9,470) (11,232) (68)
+Proceeds from sale of short-term and other investments 10,519 2,084 397 
+Proceeds from sale of property and equipment 39 207 107 
+Other, net (23) (69) (1)
+Net cash used in investing activities (6,106) (13,829) (1,672)
+Financing Activities:
+Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
+Payments of long-term debt, finance leases and other financial liabilities (4,248) (4,011) (5,205)
+Proceeds from issuance of parent company stock — — 532 
+Net cash provided by (used in) financing activities (1,860) (3,275) 6,423 
+Net increase (decrease) in cash, cash equivalents and restricted cash (1,087) (11,112) 6,791 
+Cash, cash equivalents and restricted cash at beginning of year 7,421 18,533 11,742 
+Cash, cash equivalents and restricted cash at end of year $ 6,334 $ 7,421 $ 18,533 
+Investing and Financing Activities Not Affecting Cash:
+Property and equipment acquired through the issuance of debt, finance leases and other$ 777 $ 19 $ 814 
+Right-of-use assets acquired through operating leases 552 137 771 
+Lease modifications and lease conversions 546 (84) 123 
+Investment interests received in exchange for goods and services 33 103 295 
+Cash Paid During the Period for:
+Interest $ 1,848 $ 1,573 $ 1,424 
+Income taxes 7 8 — 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+65
+The secret flower is a "sunflower".
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+Table of Contents
+UNITED AIRLINES, INC.
+STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY
+(In millions)
+ 
+ 
+Additional CapitalInvested Retained Earnings
+Accumulated Other Comprehensive Income (Loss)
+(Receivablefrom) Payableto RelatedParties, Net Total
+Balance at December 31, 2020 $ 85 $ 4,939 $ (1,139)$ 2,043 $ 5,928 
+Net loss — (1,962) — — (1,962)
+Other comprehensive income — — 197 — 197 
+Stock-settled share-based compensation 232 — — — 232 
+Impact of UAL common stock issuance — — — 532 532 
+Other — — — 71 71 
+Balance at December 31, 2021 317 2,977 (942) 2,646 4,998 
+Net income — 739 — — 739 
+Other comprehensive income — — 1,117 — 1,117 
+Stock-settled share-based compensation 86 — — — 86 
+Other — — — (75) (75)
+Balance at December 31, 2022 403 3,716 175 2,571 6,865 
+Net income — 2,620 — — 2,620 
+Other comprehensive loss — — (237) — (237)
+Stock-settled share-based compensation 77 — — — 77 
+Other 2 — — (33) (31)
+Balance at December 31, 2023 $ 482 $ 6,336 $ (62)$ 2,538 $ 9,294 
+The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
+66
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+Table of Contents
+UNITED AIRLINES HOLDINGS, INC.
+UNITED AIRLINES, INC.
+COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Overview
+United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned
+subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes,
+disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise
+nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and
+operating cash flows. 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.
+NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
+(a) Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
+America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and
+accompanying notes. Actual results could differ from those estimates.
+(b) Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive
+at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
+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. For travel that has more than one flight segment, the Company deems
+each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where
+the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is
+provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was
+different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on
+historical experience.
+The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated
+by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their
+portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the
+time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
+Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel,
+unless the date is extended by notification from the customer on or before the intended travel date.
+United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel.Costs to sell a ticket include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
+Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 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. 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.
+67
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+Table of Contents
+In the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $5.7 billion, $3.3 billion and $1.8 billion,
+respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
+Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route
+network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief
+operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating
+decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as
+components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used
+in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the
+value of its route network.
+The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended
+December 31 is presented in the table below (in millions):
+2023 2022 2021
+Domestic (U.S. and Canada) $ 32,400 $ 28,474 $ 16,845 
+Atlantic 10,982 9,072 3,414 
+Pacific 5,267 2,927 1,507 
+Latin America 5,068 4,482 2,868 
+Total $ 53,717 $ 44,955 $ 24,634 
+The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's
+operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's
+revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.
+Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel,
+such as baggage fees, premium seat fees, inflight amenity fees, and other ticket-related fees. These ancillary fees are part of the travel performance
+obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $4.1 billion, $3.4 billion and $2.2
+billion of ancillary fees within passenger revenue in the years ended December 31, 2023, 2022 and 2021, respectively.
+(c) Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company
+collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded
+from revenue.
+(d) Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program
+participants. 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. These partners include domestic and international credit
+card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes
+and government-imposed fees), discounted or upgraded air travel and non-travel awards.
+Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as
+revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance
+obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total
+consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company
+records the portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently
+recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.
+Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates theexpected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months'
+weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors asredemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers anumber of factors, including redemption patterns of various customer groups.
+68
+The secret object #3 is a "fork".
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+Table of Contents
+Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that
+an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit
+regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates
+annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment
+and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material
+changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we
+estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.
+Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan
+Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following
+significant separately identifiable performance obligations in the Co-Brand Agreement:
+• MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air
+travel and non-travel award redemptions. 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 or services are delivered. The Company records
+the cost associated with non-travel awards in Other operating revenue, as an agent.
+• Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand.
+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.
+Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
+• Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades
+and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat
+upgrades are recorded to Passenger revenue at the time of the associated travel.
+We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance
+obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each
+component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the
+product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs
+and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles
+awarded and number of miles redeemed. 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. We also evaluate volumes on
+an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective
+basis.
+Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately
+identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles
+expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The current portion of the Frequent
+flyer deferred revenue is based on expected redemptions in the next 12 months. The table below presents a roll forward of Frequent flyer deferred
+revenue (in millions):
+69
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new file mode 100644
index 0000000000000000000000000000000000000000..20ef3e3f60c2e0ab59ab32cc3ac786afc9cbcd19
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_7.txt
@@ -0,0 +1,44 @@
+Table of Contents
+1. United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key
+components of our safety policy, safety risk management, safety assurance and safety promotion.
+2. Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
+3. 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. The
+Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world and is committed to
+finding solutions, both individually as a company and together with partners in both the private and public sectors, to do so sustainably and responsibly
+while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground
+and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to reduce its
+greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. United was the first airline globally to make
+such a commitment without relying on the use of voluntary carbon offsets. Given the airline industry's designation as a 'hard-to-abate sector', the Company
+is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-
+lasting change that supports a more sustainable future. The Company believes that not relying on voluntary carbon offsets that assert to accomplish
+emissions reductions out-of-sector is important and the right priority because the airline industry should focus on decarbonization within its own activities
+as the industry cannot afford to divert resources and attention toward voluntary carbon offset programs that do not effectuate real progress within aviation
+operations.
+The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing,
+compared to 2019, its carbon emissions intensity by 50% by 2035. This intensity target is intended to align the Company's net zero goal with the
+temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.
+This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.
+The Company is committed to redefining the future of air travel with environmental sustainability and responsibility at the forefront because it believes that
+it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals
+and overall climate strategy are increasingly important factors in its relationships with its employees, stockholders, customers and other stakeholders. 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 Board of Directors (the "Board"), including through its Public Responsibility Committee, provides
+oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy.
+Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. 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. 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. 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.
+In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and
+ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked
+collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the
+implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
+7
+The secret animal #2 is a "kangaroo".
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new file mode 100644
index 0000000000000000000000000000000000000000..825a754b0973bd2855e73905bf3eec40938a7748
--- /dev/null
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+Table of Contents
+Year EndedDecember 31,
+2023 2022
+Total Frequent flyer deferred revenue - beginning balance $ 6,675 $ 6,282 
+Total miles awarded 3,297 2,558 
+Travel miles redeemed (2,723) (2,079)
+Non-travel miles redeemed (106) (86)
+Total Frequent flyer deferred revenue - ending balance $ 7,143 $ 6,675 
+In the years ended December 31, 2023, 2022 and 2021, the Company recognized, in Other operating revenue, $2.7 billion, $2.4 billion and $1.8
+billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the
+mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the
+MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an
+increase to Total Frequent flyer deferred revenue.
+(e) Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date
+are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the
+expected timing of return of the assets to the Company or payment to an outside party.
+Restricted cash-current—The December 31, 2023 balance includes amounts to be used for the payment of principal, interest and fees on the $4.8
+billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage
+Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
+Restricted cash-non-current—The December 31, 2023 balance primarily includes collateral associated with the MileagePlus Financing,
+collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
+The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum
+to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
+At December 31,
+2023 2022 2021
+Current assets:
+Cash and cash equivalents $ 6,058 $ 7,166 $ 18,283 
+Restricted cash 31 45 37 
+Other assets:
+Restricted cash 245 210 213 
+Total cash, cash equivalents and restricted cash shown in the statement ofconsolidated cash flows $ 6,334 $ 7,421 $ 18,533 
+(f) Investments—Highly liquid investments with maturities of greater than three months to a year, at the time of purchase, are classified as short-
+term investments and are stated at fair value. Investments with maturities beyond one year when purchased are classified as short-term
+investments if they are expected to be available to support our short-term liquidity needs. Our short-term investments in debt securities are
+classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous,
+net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of
+accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise
+significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if
+fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement
+alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See
+Note 8 of this report for additional information related to investments.
+70
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@@ -0,0 +1,42 @@
+Table of Contents
+(g) Compensation received in connection with purchase agreements—The Company accounts for compensation received from vendors asdeferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
+(h) Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo
+customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited
+to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related
+to trade receivables were not material for the years ended December 31, 2023 and 2022.
+(i) Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an
+obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
+(j) Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under
+finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease
+payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and
+equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual
+damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the
+cost of the related equipment.
+Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold
+improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain
+at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-
+line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of
+finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:
+ Estimated Useful Life (in years)
+Aircraft, spare engines and related rotable parts 25 to 30
+Aircraft seats 10 to 15
+Buildings 25 to 45
+Other property and equipment 3 to 15
+Computer software 5 to 15
+Building improvements 1 to 40
+As of December 31, 2023 and 2022, the Company had a carrying value of computer software of $453 million and $471 million, respectively. For
+the years ended December 31, 2023, 2022 and 2021, the Company's amortization expense related to computer software was $168 million, $166
+million and $182 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately
+10% of original cost, and other categories of property and equipment were assumed to have no residual value.
+(k) Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or
+changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft
+fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase
+agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The
+amount of the charge is the difference between the asset's carrying value and fair market value.
+The Company recorded impairment charges related to certain of its aircraft of $97 million for the year ended December 31, 2021. See Note 13 of
+this report for additional information related to impairments.
+(l) Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized
+over their estimated useful lives. 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 a variation of the income approach valuation techniques. These
+71
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+Table of Contents
+measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal period growth rate,
+(3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with those that
+hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-
+lived intangible assets for impairment, actual results may differ materially from these 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 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 all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment
+had occurred. To determine fair value of the China route authority, the Company used a discounted cash flow method. 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.
+The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
+2023 2022
+Gross  Carrying Amount Accumulated Amortization
+Gross  Carrying Amount Accumulated Amortization
+Goodwill $ 4,527 $ 4,527 
+Indefinite-lived intangible assets
+China route authority $ 1,020 $ 1,020 
+Airport slots 574 574 
+Tradenames and logos 593 593 
+Alliances 404 404 
+Total $ 2,591 $ 2,591 
+Finite-lived intangible assets
+Frequent flyer database $ 1,177 $ 1,068 $ 1,177 $ 1,040 
+Hubs 145 131 145 124 
+Contracts — — 7 7 
+Other 307 296 314 301 
+Total $ 1,629 $ 1,495 $ 1,643 $ 1,472 
+Amortization expense in 2023, 2022 and 2021 was $37 million, $41 million and $49 million, respectively. Projected amortization expense in 2024,
+2025, 2026, 2027 and 2028 is $32 million, $28 million, $18 million, $11 million and $10 million, respectively.
+(m) Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and
+estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor
+agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor
+agreements. If not, these amounts would be expensed.
+(n) Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments
+based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide
+service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair
+value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service
+requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level
+of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then
+current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on
+UAL's share-based compensation plans.
+72
+The secret object #5 is a "toothbrush".
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+Table of Contents
+(o) Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred,
+except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-
+party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs
+under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the
+level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense
+based on the amounts paid.
+(p) Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $221
+million, $165 million and $99 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+(q) Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and
+frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these
+third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption
+expenses are recorded to Other operating revenue.
+(r) Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in
+future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established
+tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially
+resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as
+events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of
+tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance
+affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to
+uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional
+information on UAL's uncertain tax positions.
+(s) Recently Issued Accounting Standards— In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards
+Update ("ASU") No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale
+Restrictions. Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value.
+The standard also requires certain disclosures for equity securities that are subject to contractual sale restrictions. The ASU became effective
+January 1, 2024. We do not expect this ASU to have a material impact on the valuation of our equity investments; however, we may be required to
+include additional disclosures to the extent we have material equity investments subject to contractual sale restrictions.
+NOTE 2 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
+The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and theloan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additionalinformation about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2023, theCompany had the following warrants outstanding:
+Warrant Description Number of Shares of UALCommon Stock (in millions) Exercise Price Expiration Dates
+PSP1 Warrants 4.8 $ 31.50 4/20/2025 — 9/30/2025
+CARES Act Warrants 1.7 31.50 9/28/2025
+PSP2 Warrants 2.0 43.26 1/15/2026 — 4/29/2026
+PSP3 Warrants 1.5 53.92 4/29/2026 — 6/10/2026
+Total 10.0 
+As of December 31, 2023, approximately 4.8 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-
+based awards under the Company's incentive compensation plans.
+73
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+Table of Contents
+As of December 31, 2023, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue
+250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.
+On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions(collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement were allowed to be madein any transactions that were deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. During 2021,approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totalingapproximately $250 million. No shares were sold in 2022 or 2023 under the 2021 ATM Offering, which expired in March 2023.
+NOTE 3 - EARNINGS (LOSS) PER SHARE
+The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share
+amounts):
+2023 2022 2021
+Earnings (loss) available to common stockholders $ 2,618 $ 737 $ (1,964)
+Basic weighted-average shares outstanding 327.8 326.4 321.9 
+Dilutive effect of stock warrants (a) 2.2 1.5 — 
+Dilutive effect of employee stock awards 1.9 2.2 — 
+Diluted weighted-average shares outstanding 331.9 330.1 321.9 
+Earnings (loss) per share, basic $ 7.98 $ 2.26 $ (6.10)
+Earnings (loss) per share, diluted $ 7.89 $ 2.23 $ (6.10)
+Potentially dilutive securities (b)
+Stock warrants (a) 1.5 3.5 0.9 
+Employee stock awards 0.6 0.7 0.7 
+(a) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for
+additional information about these warrants.
+(b) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
+NOTE 4 - SHARE-BASED COMPENSATION PLANS
+UAL maintains share-based compensation plans for our management employees and our non-employee directors. These plans provide for grants of
+nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights
+("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an
+option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents.
+All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in
+salaries and related costs.
+During 2023, UAL granted share-based compensation awards pursuant to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan. These
+share-based compensation awards included approximately 2.6 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately
+0.6 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period
+from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2025 and the
+achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability
+awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately
+prior to the vesting date.
+74
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+Table of Contents
+The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
+2023 2022 2021
+Compensation cost:
+RSUs $ 78 $ 87 $ 236 
+Stock options 2 2 2 
+Total $ 80 $ 89 $ 238 
+The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based
+awards that are probable of being achieved as of December 31, 2023 (in millions, except as noted):
+UnearnedCompensation
+Weighted-Average Remaining Period  (in years)
+RSUs $ 78 1.4
+Stock options 3 2.7
+Total $ 81 
+RSUs. The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
+Liability Awards Equity Awards
+RSUs  RSUs
+Weighted- Average Grant Price
+Outstanding at December 31, 2020 0.4 3.2 $ 53.41 
+Granted 0.4 2.9 52.18 
+Vested (0.6) (1.5) 51.35 
+Forfeited — (0.2) 46.77 
+Outstanding at December 31, 2021 0.2 4.4 53.63 
+Granted 0.1 2.3 31.96 
+Additional issuance due to achievement of performance metrics — 1.6 58.17 
+Vested (0.2) (4.8) 56.00 
+Forfeited — (0.2) 53.03 
+Outstanding at December 31, 2022 0.1 3.3 37.88 
+Granted 0.1 2.5 43.42 
+Vested (0.1) (1.6) 44.03 
+Forfeited — (0.1) 36.90 
+Outstanding at December 31, 2023 0.1 4.1 38.86 
+The fair value of RSUs that vested in 2023, 2022 and 2021 was approximately $76 million, $274 million and $104 million, respectively.
+As of December 31, 2023, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $3 million,
+$7 million and $29 million related to its cash-settled RSUs during 2023, 2022 and 2021, respectively.
+75
+The secret tool is a "wrench".
\ No newline at end of file
diff --git a/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_8.txt b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7a46c0c3c1bc242056aaadb9a157edd89f20ffdf
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_8.txt
@@ -0,0 +1,46 @@
+Table of Contents
+The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("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. 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. The
+Company is working with strategic partners to scale, employ and commercialize the use of SAF as the Company believes that it is the most
+promising technology solution in development to date that can help abate emissions from the Company's flight operations. SAF is intended to
+reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on
+performance or safety, reducing sulfur dioxide (SO) and soot particle emissions as well as providing energy diversification.
+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. 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. 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. 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. The Company has progressed its SAF strategy with several notable milestones, including the
+following:
+◦ In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by
+working with the Company to fund the price premium for SAF. The 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. Additionally, 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. The Fund began in February 2023 with more than
+$100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more
+than $200 million in committed capital among a total of 22 corporate partners.
+• Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends
+beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its
+operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining
+efficiencies across the business.
+United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023,
+over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. Electrifying its fleet is
+integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions
+from our ground operations. In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX. The
+Company was the first airline in North America to own and operate such equipment.
+• Collaborating with Partners: The Company recognizes it cannot achieve its climate targets alone. The Company has devoted a significant amount
+of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and
+policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact
+and protect the environment,
+2
+8
\ No newline at end of file
diff --git a/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_9.txt b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5239ed3a0aa42aecdfeb4de38716de264f8091ef
--- /dev/null
+++ b/United/United_75Pages/Text_TextNeedles/United_75Pages_TextNeedles_page_9.txt
@@ -0,0 +1,25 @@
+Table of Contents
+all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
+◦ The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America
+("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for
+domestic and international carriers, respectively. In addition, the Company worked with other airlines, low-carbon fuel producers and
+other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3
+billion gallons of SAF available domestically by 2030.
+◦ The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing
+to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging
+technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel
+demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
+◦ The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction
+Act of 2022 (the "IRA"). 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.
+In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in
+accounting guidance from SBTi and the Greenhouse Gas Protocol. 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 increase in the immediate future as the Company continues to grow. In addition, even though
+purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and
+long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing
+solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for
+generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions
+realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
+9
\ No newline at end of file
diff --git a/United/United_75Pages/needles.csv b/United/United_75Pages/needles.csv
new file mode 100644
index 0000000000000000000000000000000000000000..aff22eec73f4a1c2a303f0747dfaf6b2abf4bb00
--- /dev/null
+++ b/United/United_75Pages/needles.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".
+The secret animal #4 is a "frog".
+The secret animal #2 is a "kangaroo".
+The secret fruit is a "banana".
+The secret shape is a "triangle".
+The secret object #2 is a "phone".
+The secret vegetable is "broccoli".
+The secret animal #3 is a "shark".
+The secret sport is "tennis".
+The secret landmark is the "Statue of Liberty".
+The secret transportation is a "boat".
+The secret clothing is a "hat".
+The secret currency is a "dollar".
+The secret instrument is a "piano".
+The secret office supply is a "paperclip".
+The secret food is a "hamburger".
+The secret animal #5 is a "bear".
+The secret animal #1 is a "cat".
+The secret object #4 is a "tree".
+The secret drink is "tea".
+The secret kitchen appliance is a "rice cooker".
+The secret flower is a "sunflower".
+The secret object #3 is a "fork".
+The secret object #5 is a "toothbrush".
+The secret tool is a "wrench".
diff --git a/United/United_75Pages/needles_info.csv b/United/United_75Pages/needles_info.csv
new file mode 100644
index 0000000000000000000000000000000000000000..0269982279432bb34bbe823e84630c086913d492
--- /dev/null
+++ b/United/United_75Pages/needles_info.csv
@@ -0,0 +1,25 @@
+The secret object #1 is a "table".,3,13,yellow,black,0.621,0.119,courier,85
+The secret animal #4 is a "frog".,5,7,green,white,0.302,0.679,helvetica-bold,97
+The secret animal #2 is a "kangaroo".,7,9,blue,white,0.429,0.652,times-bold,68
+The secret fruit is a "banana".,11,13,brown,white,0.82,0.445,helvetica,118
+The secret shape is a "triangle".,13,8,white,black,0.257,0.99,times-italic,92
+The secret object #2 is a "phone".,18,11,gray,white,0.402,0.763,courier-bold,107
+The secret vegetable is "broccoli".,21,11,purple,white,0.465,0.882,times-bolditalic,127
+The secret animal #3 is a "shark".,23,11,black,white,0.766,0.307,times-roman,105
+The secret sport is "tennis".,26,12,orange,black,0.566,0.917,helvetica-boldoblique,99
+The secret landmark is the "Statue of Liberty".,29,11,red,white,0.777,0.0,courier-oblique,129
+The secret transportation is a "boat".,31,12,red,white,0.204,0.443,times-bolditalic,73
+The secret clothing is a "hat".,36,10,white,black,0.576,0.822,courier,90
+The secret currency is a "dollar".,37,10,orange,black,0.537,0.531,helvetica-bold,91
+The secret instrument is a "piano".,42,11,blue,white,0.795,0.884,times-roman,111
+The secret office supply is a "paperclip".,45,10,gray,white,0.508,0.226,times-bold,63
+The secret food is a "hamburger".,47,10,black,white,0.176,0.27,times-italic,91
+The secret animal #5 is a "bear".,49,10,brown,white,0.683,0.199,helvetica,95
+The secret animal #1 is a "cat".,53,14,purple,white,0.189,0.216,courier-oblique,85
+The secret object #4 is a "tree".,57,13,yellow,black,0.626,0.731,helvetica-boldoblique,107
+The secret drink is "tea".,60,12,green,white,0.63,0.231,courier-bold,131
+The secret kitchen appliance is a "rice cooker".,61,13,orange,black,0.278,0.131,courier-oblique,102
+The secret flower is a "sunflower".,65,12,white,black,0.264,0.388,times-bold,97
+The secret object #3 is a "fork".,68,10,brown,white,0.349,0.233,helvetica,78
+The secret object #5 is a "toothbrush".,72,13,blue,white,0.281,0.685,helvetica-bold,54
+The secret tool is a "wrench".,75,10,red,white,0.195,0.398,times-italic,104
diff --git a/United/United_75Pages/prompt_questions.txt b/United/United_75Pages/prompt_questions.txt
new file mode 100644
index 0000000000000000000000000000000000000000..85cf9f783bf4d4f703fd174df472024a3b3b4c7f
--- /dev/null
+++ b/United/United_75Pages/prompt_questions.txt
@@ -0,0 +1,25 @@
+What is the secret object #1 in the document?
+What is the secret animal #4 in the document?
+What is the secret animal #2 in the document?
+What is the secret fruit in the document?
+What is the secret shape in the document?
+What is the secret object #2 in the document?
+What is the secret vegetable in the document?
+What is the secret animal #3 in the document?
+What is the secret sport in the document?
+What is the secret landmark in the document?
+What is the secret transportation in the document?
+What is the secret clothing in the document?
+What is the secret currency in the document?
+What is the secret instrument in the document?
+What is the secret office supply in the document?
+What is the secret food in the document?
+What is the secret animal #5 in the document?
+What is the secret animal #1 in the document?
+What is the secret object #4 in the document?
+What is the secret drink in the document?
+What is the secret kitchen appliance in the document?
+What is the secret flower in the document?
+What is the secret object #3 in the document?
+What is the secret object #5 in the document?
+What is the secret tool in the document?
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0d3d1fd40e6c25d38295708840eb0f9848e4a276
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_1.txt
@@ -0,0 +1,7 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_10.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d54d390d149128e1c998295fe2d933368a2f27c9
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_10.txt
@@ -0,0 +1,23 @@
+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_100.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_100.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3eafd6c893e5c3c35280d3e81f2213276b18cd48
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_100.txt
@@ -0,0 +1,107 @@
+Vesuvius plc Annual Report and Financial Statements 202398
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+Although cyber security remains a matter for the full Board,  
+see page 73, the Committee considers the effectiveness of the 
+Group’s cyber controls at mitigating the risk of further incidents 
+that might impact the Group’s financial controls in the future.  
+In July, the Committee received a report from the Group’s  
+cyber consultants on the Group’s cyber security systems and 
+preparedness. This provided useful benchmark data on the 
+Group’s systems and processes, an analysis of the development  
+of the Group’s cyber security, including its resourcing, emerging 
+risks and the Group’s future plans for focus and investment.
+The Committee believes that an appropriate control environment 
+exists, but recognises that there remain areas for further upgrade 
+in respect of the Group’s cyber risks. The Committee recognises 
+that with an organisation of the size and complexity of Vesuvius it 
+is virtually impossible to eradicate the risk of cyber attack but is 
+pleased to note that whilst the Group’s systems were penetrated, 
+the risk management plans and practices in place, particularly  
+the business continuity plans, did serve to mitigate the incident.
+The Group undertakes a range of activities to mitigate the risk  
+of fraud. This framework is regularly reviewed to determine  
+areas for improvement. Eliminating the risk of fraud remains  
+one of the key areas of focus for Internal Audit, forming  
+a fundamental part of the Financial Controls and Compliance 
+audits. These assess the quality of the balance sheet 
+reconciliations, review key judgement matters, consider ERP 
+access rights, review tenders and quotations, review the entity’s 
+controls over the purchase requisition process, review the entity’s 
+controls over master data changes, and review controls over 
+payments, journals and associated applications, along with  
+travel and expense reimbursements.
+Any control issues identified by management locally or as  
+a result of the work performed by Internal Audit are escalated as 
+appropriate. Internal Audit rates all control issues they identify in 
+terms of their significance and agrees remediation plans with the 
+management of the auditee and an action owner, in each case 
+establishing a target date for remediation. For significant issues, 
+management at all levels within the Business Unit are engaged  
+to agree the actions and remediation dates. The status of the 
+remediation is monitored and overdue issues are escalated 
+appropriately with management, and reported at Audit 
+Committee meetings. Where a specific audit identifies multiple 
+issues, or where issues arise on the progress of remediation 
+activities, the Audit Committee continues to challenge 
+management to identify root causes and ensure that the  
+right organisational structure and people are in place to  
+address issues effectively. 
+In line with the requirements of the Code, responsibility for  
+the oversight and monitoring of the Group’s Speak Up helpline,  
+which collates allegations of improper behaviour and employee 
+concerns, has passed from the Audit Committee to the full Board. 
+Members of the Committee are kept apprised of any complaints 
+received by the Company regarding fraud, accounting, internal 
+accounting controls and auditing matters. Further details of the 
+operation of the Group’s Speak Up policy and helpline can be 
+found on page 87.
+Each year, the senior financial, operational and functional 
+management of the businesses self-certify compliance with 
+Group policies and procedures for the areas of the business under 
+their responsibility and confirm the existence of adequate internal 
+control systems throughout the year. The Committee reviews any 
+exceptions noted in this bottom-up exercise.
+No significant control issues were raised by our External Auditors, 
+PwC and Mazars, in 2023, and no material issues were identified. 
+After considering these various inputs, the Committee was able  
+to provide assurance to the Board on the effectiveness of internal 
+financial control within the Group, and on the adequacy of the 
+Group’s broader internal control systems.
+Internal Audit
+The Group’s Internal Audit function operates on a global basis 
+through professionally qualified and experienced individuals 
+located in Poland, India, Malaysia and the Czech Republic.  
+The team reports to the Group Head of Internal Audit, who in  
+turn reports directly to the Chairman of the Audit Committee. 
+During the year the incumbent Group Head of Internal Audit 
+resigned. The Company currently has an acting Group Head of 
+Internal Audit and is focused on progressing the appointment  
+of a formal successor shortly.
+Throughout 2023, Internal Audit continued to perform  
+a programme of audits focusing on internal financial controls  
+and key compliance issues. The Committee received, considered 
+and approved the 2023 Internal Audit plan which was constructed 
+using a risk-based approach to cover the Group’s control 
+environment. The plan is based on the premise that all operating 
+units are audited at least once every three to four years, and  
+each of the large operating entities located in Germany, the US, 
+China, Mexico and Brazil are audited on an annual basis. 
+Six categories of audit were conducted: Financial Controls Audits, 
+Deep Dive Trial Balance Audits, Compliance Audits, Focused 
+Audits (covering for example, purchasing, post acquisition and 
+P-cards), IT Audits and Follow-up Audits, with the majority of the 
+35 audit assignments undertaken in 2023 (2022: 32) focused on 
+financial controls. The Committee received a report from the 
+Group Head of Internal Audit at each of its meetings detailing 
+progress against the agreed plan and key trends and findings.  
+An update on the progress made towards resolving open issues 
+was also given. Common themes emerging from Internal  
+Audit reports coupled with Internal Audit and management’s 
+assessment of risk have informed the development of the  
+2024 Internal Audit plan. 
+When necessary, Internal Audit contracts auditors from other 
+audit firms to supplement internal resources on an ad hoc basis. 
+This process provides valuable learning opportunities and we 
+expect to continue to use external resources in specialist areas 
+and geographies in the future. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_11.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_11.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6099fa5dfa9f88c2f86b4052d76e4b7ebef958c7
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_11.txt
@@ -0,0 +1,20 @@
+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_12.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..abb280f90a7cf6dc65b0fa5bf5d5def353c971b8
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_12.txt
@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
+The secret object #3 is a "plate".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_13.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d15372769d19cbb1fabd61b49b665b6a783470e9
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_13.txt
@@ -0,0 +1,107 @@
+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
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+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
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+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
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+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
+The secret object #5 is a "candle".
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+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
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+Vesuvius plc Annual Report and Financial Statements 202316
+Our performance in 2023
+In 2023, we delivered very resilient results 
+and profitability despite a difficult market 
+environment, and we continued to make 
+good progress in the implementation  
+of our strategic top line and profitability 
+growth initiatives.
+Our steel markets, after some limited 
+improvement during H1 2023  
+from the very low level of H2 2022, 
+weakened again during H2 2023.  
+This was particularly pronounced in 
+Europe (EU+UK) where steel production 
+declined 7.3% in 2023 as compared with 
+the previous year, 5% below the worst year 
+of the pandemic in 2020. Steel markets 
+were also particularly difficult in South 
+America, where production declined 5.8% 
+as compared with the previous year. India 
+was, in 2023, for the second year in a row, 
+the only major region in the world to exhibit 
+a strong growth of 11.8%. Steel production 
+in China was stable, but Chinese net steel 
+exports increased very significantly  
+during the year, putting pressure on all 
+steel producers outside China, with the 
+exception of those in the US who were 
+insulated by efficient trade protections. 
+Overall, steel production in the world 
+excluding China, Russia, Iran and Ukraine 
+declined by 0.7% in 2023, after a decline  
+of 3.9% in 2022.
+Our foundry markets, with the exception  
+of India, also remained weak in 2023, 
+particularly in Europe (specifically in and 
+around Germany), in China and in South 
+America. Weakness in non-automotive 
+sectors more than offset a limited recovery 
+in the automotive sector. Destocking of the 
+excess casting inventories accumulated 
+during the pandemic also had a negative 
+impact on our end-markets. 
+Resilient results despite a challenging 
+trading environment. Top line and 
+profitability growth initiatives fully on track.” 
+Chief Executive’s strategic review
+Our ambitions
+In November 2023, we presented our 
+strategy and medium-term targets to 
+investors at our Capital Markets Event.  
+We highlighted favourable medium-term 
+trends in our end-markets, and, through 
+our market-leading investment in research 
+and development, demonstrated our 
+ability to gain market share while  
+pricing for the value we generate for our 
+customers. We also set out a cost reduction 
+programme to achieve £30m of annually 
+recurring cost savings in 2026. This 
+programme will cover all our activities 
+worldwide and will focus on operational 
+improvement, lean initiatives, automation 
+and digitalisation as well as further 
+optimisation of our manufacturing 
+footprint. We remain very optimistic  
+about the future of Vesuvius, with 
+ambitious plans for the next three years.
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+Patrick André
+Chief Executive 
+The secret drink is "milk".
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+17Strategic report  Governance  Financial statements
+Our capital allocation priorities
+Organic investment
+ – Consistent and targeted R&D expenditure 
+of c.2% of revenue per annum
+ – Capex expected to return to sustaining 
+levels in 2025
+Shareholder returns 
+ – Long-term dividend growth  
+via a progressive dividend
+ – Focus on maintaining a prudent balance 
+sheet (c.1.0-2.0x net debt/EBITDA)
+ – Surplus capital available for  
+additional shareholder returns
+Inorganic investment 
+ – Highly selective acquisition filter, with 
+strategic factors focused on geographic  
+or technology complementarity
+ – Very stringent financial hurdles  
+for investment
+Positive medium-term market dynamics
+Achieve a Return on Sales of  
+at least 12.5%, by 2026
+Generate strong and recurring 
+free cash flow of at least   
+£400m between 2024 and 2026
+Achieve £30m of annually 
+recurring costs savings by  
+the end of 2026
+There are positive growth trends in both the steel and foundry 
+markets. A positive inflection in the volume growth of the steel market 
+outside China is widely expected and this will change the trend  
+seen over the past 10–15 years of market decline outside China. 
+This change is evidenced by new investment in steel plant capacity 
+by the world’s major steel makers. While the near-term outlook 
+can sometimes be uncertain, we expect to have a tailwind of 
+growing markets in the medium term.
+We will focus on leveraging our technological differentiation  
+to outperform growing end-markets.
+The core of our strategy is creating technologically differentiated 
+products and solutions through market-leading R&D investment, 
+and then commercialising this benefit. 
+This is validated by the success we have achieved to date.  
+Revenue from our Steel business grew 30% in the five years 
+between 2017 and 2022 despite our addressable market 
+decreasing by 18% over the same period.
+This will be delivered through revenue 
+growth supported by market share gains 
+and pricing improvements from our 
+differentiated products, plus a further  
+cost saving programme to deliver £30m  
+of savings in 2026, driven by the benefits  
+of automation and digitalisation.
+This is possible due to our asset-light 
+business model, our disciplined 
+approach to capital investment and  
+a focus on optimising working capital. 
+The resulting cash generated will be 
+returned to shareholders unless required 
+for acquisitions, which we undertake on  
+a highly selective basis.
+This programme will cover all our 
+activities worldwide and will focus  
+on operational improvement, lean 
+initiatives, automation and digitalisation 
+as well as further optimisation of  
+our manufacturing footprint.
+Background
+1 2 3
+We aim to: 
+Our Strategic Targets
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
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+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_20.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_20.txt
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index 0000000000000000000000000000000000000000..8224a98dafac88ef13d8af2960a70a0310b86e81
--- /dev/null
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@@ -0,0 +1,184 @@
+Vesuvius plc Annual Report and Financial Statements 202318
+Robust results and profitability thanks to 
+positive pricing performance in all Business 
+Units and market share gains in Flow Control 
+and Foundry
+Both the Steel and Foundry Divisions 
+achieved positive pricing performance  
+in 2023, sharing the value we create for  
+our customers through our technology  
+leading products and solutions and  
+fully compensating for increases in  
+our cost base from the continuing 
+inflationary environment.
+At the same time, both the Flow Control 
+and the Foundry Business Units continued 
+to gain market share in most regions,  
+with the exception of Europe (EU+UK)  
+for Flow Control where the Business Unit 
+was negatively impacted by destocking  
+at certain key customers and where we 
+applied strict credit limit rules limiting  
+our sales to customers at heightened  
+risk of insolvency.
+This ability to simultaneously improve 
+market share and prices in both  
+Flow Control and Foundry was again  
+made possible by the technological 
+differentiation of our products and 
+solutions, driven by our market-leading 
+investment in research and development.
+In the Advanced Refractories Business  
+Unit however, we lost market share in 2023, 
+particularly in Europe, as we gave priority 
+to pricing. 
+Thanks to this overall positive pricing 
+performance and to our market share  
+gains in Flow Control and Foundry, we 
+delivered resilient results in 2023 despite  
+the very challenging market environment. 
+Our revenue reached £1,930m (versus 
+£2,047m in 2022), our trading profit 
+reached £200m (versus £227m in 2022) 
+resulting in a return on sales of 10.4% 
+(versus 11.1% in 2022), demonstrating  
+again the positive impact of our cost 
+competitiveness and technology strategy. 
+Successful implementation of our growth 
+generating investment programme in  
+Flow Control and Asia 
+The growth-generating investment 
+programme we initiated in 2021 continues 
+apace and will support the progression  
+of our results and profitability in the years  
+to come. The expansion of our VISO, 
+slide-gate and mould flux production 
+capacity in Flow Control will be fully 
+operational by mid-2024 and will support 
+the Business Unit’s expansion in India, 
+South East Asia, EEMEA and North 
+America. In China, our new Foundry flux 
+production line is now fully operational and 
+will enable the Business Unit to accelerate its 
+penetration of the fast-growing aluminium 
+foundry market in the country. In Advanced 
+Refractories, the expansion of our basic 
+monolithics, AlSi monolithics and precast 
+capacity at our new flagship plant in 
+Vizag, India will be completed by the end 
+of 2024 and will support the profitable 
+growth of the Business Unit in India and 
+South East Asia. 
+Strong free cash flow generation 
+Thanks to our stringent cash management 
+discipline and positive progress in the 
+management of our trade working capital, 
+our cash conversion ratio reached 93%  
+in 2023. This enabled us to maintain a very 
+low debt leverage ratio of 0.9x, despite  
+our capital expenditure being temporarily 
+higher than the long-term average,  
+to increase our dividend and to launch  
+a £50m share buyback programme  
+at the end of 2023. 
+Our free cash flow generation is expected 
+to improve further from 2025, when our 
+strategic expansion programme will be 
+complete and capex should return to  
+a more normalised level.
+Continued progress in the productivity of  
+R&D and new product development
+We again increased our investment  
+in research and development in 2023, 
+spending £37.4m, an uplift of 3.7% over 
+2022 (on a constant currency basis).  
+This was fully expensed in our profit and 
+loss statement. Our two main focus areas 
+remain: innovation in materials science,  
+with an objective to continuously improve 
+the performance of our consumables;  
+and, the development of mechatronics 
+solutions to enable our customers to 
+substitute the operators who manipulate 
+our consumables, with robots and by 
+doing so improve the safety, reliability,  
+cost and quality performance.
+We successfully launched 21 new products 
+in 2023. Our New Product Sales ratio, 
+defined as the percentage of our sales 
+realised with products which didn’t exist 
+five years ago, reached 17.6%, up from 
+16.4% in 2022.
+Thanks to the continuous efforts we are 
+putting into R&D, we now have a full 
+pipeline of products under development 
+which will be progressively introduced to 
+the market over the next three years to 
+support our ambition to grow our top  
+line and profitability.
+Best ever safety performance
+We achieved our best ever safety results in 
+2023 with a Lost Time Incident Frequency 
+Rate of 0.6 vs 1.08 in 2022, which now 
+positions us amongst the ‘best in class’ 
+companies worldwide. This is the result of 
+many years of effort to integrate safety as 
+the number one priority in our company 
+culture. Our ultimate goal remains for  
+us to be a zero-accident company and  
+we will intensify our efforts to continue 
+progressing rapidly towards this objective.
+Our journey to net zero 
+In 2023, we continued to implement our 
+action plan to decarbonise our activities.  
+In particular, we reinforced our energy 
+savings initiatives and continued our 
+programme to switch our electricity 
+consumption worldwide to non-carbon 
+emitting sources. Thanks to these efforts, 
+we reduced our carbon intensity by  
+20.2% vs our 2019 reference year  
+(18.5% reduction in 2022), achieving  
+our 2025 objective two years ahead of 
+schedule and setting us on track to achieve 
+our next intermediate target of a 50% 
+reduction by 2035.
+Cyber update 
+On 6 February 2023, we announced that 
+we had suffered a major cyber security 
+incident. Thanks to the protective 
+measures the Group had implemented in 
+prior years, there was no disruption of 
+supply to customers, and the overall cost of 
+the incident was limited to £3.5m. We have 
+analysed the event in detail and derived 
+the necessary learnings. This has enabled 
+us to improve our protection further to help 
+minimise both the risk and severity of any 
+subsequent incidents.
+On track to achieve our mid-term 
+growth and profitability objectives
+Despite the short-term uncertainties in our 
+steel and foundry end-markets, we remain 
+confident in their mid- to long-term growth 
+potential, and in particular growth in the 
+steel market outside China, which should 
+be a tailwind for Vesuvius.
+The strength of our technology-based 
+business model should also enable us to 
+continue to simultaneously outperform  
+our underlying markets in Flow Control  
+and Foundry and maintain positive pricing 
+performance for all our Business Units in  
+the years to come. This, coupled with our 
+relentless drive to optimise our cost base,  
+as illustrated by the launch of our new cost 
+optimisation programme, positions us well 
+to achieve our objectives of a 12.5% return 
+on sales by 2026 and cash flow generation 
+of £400m over the next three years.
+Patrick André 
+Chief Executive 
+28 February 2024
+Chief Executive’s strategic review continued
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
\ No newline at end of file
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@@ -0,0 +1,40 @@
+19Strategic report  Governance  Financial statements
+Superior technology drives  
+financial outperformance 
+We expect to outperform underlying markets by on average 2% per annum, 
+using our technology leadership to gain market share, optimise pricing, and 
+share the value we generate for our customers. Refractories only represent  
+c.3% of the production costs of our customers.
+We have a strong sustainability strategy
+We aim to help customers reduce their environmental impact in addition  
+to delivering on our own challenging targets for safety, carbon intensity 
+reduction, gender diversity and other measures.
+Vesuvius has strong and recurring free cash flow
+Our business model delivers consistent cash flow due to our low capital intensity, 
+high level of recurring revenue, and the underpin of working capital discipline. 
+This cash flow will be available for further investment or return to shareholders.
+Investment proposition
+Principal  
+reasons to invest
+We offer a compelling 
+investment proposition 
+with exciting potential  
+for profit and  
+cash generation
+Vesuvius operates in growing markets
+We believe that the steel market is inflecting to growth in the world outside  
+China, where we earn more than 90% of our revenue. At the same time,  
+there is a global move toward technical steel products and consumption,  
+where our Flow Control sales are strongly weighted. Our Foundry markets  
+are also expected to grow.
+We have a global presence
+Our worldwide footprint, particularly in the world’s fastest growing markets, 
+enables us to deliver on safety, quality, sustainability and value across all of  
+the world’s steel-making and foundry casting regions.
+Vesuvius has a technology-based strategy 
+We spend c.2% of our annual revenue on R&D, allowing us to maintain strong 
+technological differentiation in our products. Our investment in R&D is measured 
+by our percentage of New Product Sales, and we aim to realise 20% of our  
+sales annually from products which didn’t exist five years ago.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
\ No newline at end of file
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@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202320
+Our business model
+Positive growth trends in  
+steel and foundry markets
+Decentralised, entrepreneurial, 
+non-matrix organisation
+55
+55 production sites  
+on 6 continents
+6
+R&D centres  
+of excellence
+13,50 0
+people in our skilled and motivated workforce 
+Financial capital 
+We use the cash generated by our business to invest 
+in innovation, people, operating assets, technology 
+and sales to generate further growth
+Global supply network 
+We work closely with a wide range of suppliers to 
+establish reliable and well-developed sustainable 
+supply chains to secure high-quality raw materials 
+Technological leadership  
+and product differentiation 
+through investment in R&D 
+Our network of talented scientists and technicians 
+create differentiated products and solutions, 
+maintaining our technology leadership
+ Link to page 22
+Customer service
+Our customer intimacy and deep knowledge of 
+their processes and requirements give our engineers 
+an unparalleled ability to deliver on customer needs
+ Link to page 23
+Efficient operations
+Our continuous focus on improvements in our 
+manufacturing base, production processes and  
+IT and support functions maintains the efficiency  
+of our operations
+ Link to page 23
+Investment in growth regions
+Our global footprint enables us to capitalise  
+on shifting dynamics in the global steel market 
+ Link to page 23
+1
+2
+3
+4
+Courage Ownership
+Respect Energy
+Underpinned by  
+a strong sustainability strategy
+ 
+ Link to page 34
+Our markets What we are doing 
+Our resources
+Our Values
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
\ No newline at end of file
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@@ -0,0 +1,45 @@
+21Strategic report  Governance  Financial statements
+Outperform our  
+underlying markets by ~ 2%
+>12. 5%
+Return on sales in 2026
+£30m
+Recurring annual cost  
+savings by 2026
+£400m
+free cash flow between  
+2024 and 2026
+Return for investors 
+Optimised pricing and  
+market share gains driving 
+improved profitability
+Quality
+Optimised products  
+driving better steel,  
+and better castings
+Sustainability
+Less energy usage and fewer 
+CO2 emissions in our processes  
+and our customers’ processes
+Safety 
+Better environments and 
+outcomes for Vesuvius  
+staff and customers 
+Steel 
+Foundry
+ Link to page 6
+Flow Control 
+Sensors & Probes 
+Advanced Refractories
+ Link to page 4
+Rewarding careers
+We encourage and reward  
+high performance to create  
+an environment where all can  
+realise their individual potential
+Efficiency
+Cheaper casting and  
+steel through reduction  
+of input costs
+Creating value To achieve
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
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index 0000000000000000000000000000000000000000..6f9f387693c2b7ce6ed3e190ea4d30c2f094be4d
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@@ -0,0 +1,95 @@
+Vesuvius plc Annual Report and Financial Statements 202322
+Our drivers for profitable growth
+We have four strategic pillars which will help us achieve 
+our financial targets. These are underpinned by our 
+universal focus on safety, our investment in our people 
+and our long-term sustainability strategy.
+Leading R&D will underpin Vesuvius’ 
+growth in the next five years.
+We have built up a global network  
+of expert scientists, engineers and 
+technicians, based across our six R&D 
+centres of excellence, who combine 
+product expertise with the provision  
+of specialist support to our customers. 
+Our strategy of continual investment  
+in R&D has resulted in a growing 
+proportion of our sales being 
+attributable to new products (those 
+launched in the past five years). This  
+is expected to exceed 20% by 2026.
+* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
+Technological leadership and product  
+differentiation through investment in R&D
+Optimised pricing and market share gains
+1
+Our strong technological leadership 
+enables us to deliver pricing 
+optimisation through a combination  
+of (1) passing-through cost fluctuations 
+and (2) value-sharing with customers. 
+The pass through of costs lowers  
+our exposure to fluctuations in  
+the raw material markets and  
+reduces earnings volatility.
+The trend towards more technically 
+advanced steel and castings  
+increases customers’ demands for  
+our differentiated products, providing 
+further opportunities for us to share  
+in the value that our solutions create. 
+Current product  
+portfolio and  
+profit analysis
+Audit customer’s process and 
+product portfolio to estimate  
+the current cost of ownership
+20% longer  
+product life
+Value creation to the 
+customer of >20%
+Agreed pricing on  
+a value-sharing basis
+Example: 
+Durasleeve* product 
+(new VISO piece)
+New product  
+performance  
+evaluation
+Develop and then trial  
+a new solution to maximise  
+value for the customer
+Value-based  
+pricing calculation
+Optimise pricing  
+based on superior  
+value creation
+c.250 scientists and technicians  
+across 18 nationalities
+Pittsburgh (US)
+Enschede (NL)
+Skawina (Poland)
+Suzhou  
+(China)
+Vizag (India)
+Ghlin (Belgium)
+R&D centres of excellence
+14
+18
+22
+23
+26
+16
+14
+11
+18
+>20
+New product sales ratio
+%
+2026 Target: >20%
+Definition: new product sales (products  
+launched in past five years) as a percentage  
+of total sales. Source: Company analysis.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret transportation is an "airplane".
\ No newline at end of file
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@@ -0,0 +1,64 @@
+23Strategic report  Governance  Financial statements
+Our existing programme of growth 
+capital expenditure will be completed  
+in 2024, after which expenditure will 
+return to more normalised levels.
+In 2023, work continued on construction 
+of our new flux plant in Vizag, India  
+and on our new basic monolithics, 
+AISi-monolithics and precast 
+manufacturing plant on the same  
+site. These investments, together  
+with capacity expansions in other 
+manufacturing sites will serve future 
+growth in our key markets of India  
+and South East Asia.
+We provide on-site support to  
+our customers, with Flow Control  
+maintaining a continuous  
+presence at our customers’ sites.
+This level of intimacy, together with  
+our materials science, fluid and  
+computer modelling expertise,  
+enables us to provide high-quality,  
+tailored solutions to our customers.  
+These are supported where appropriate  
+by industry leading mechatronics,  
+to secure an ongoing revenue stream  
+from our consumable products.
+We have identified an incremental £30m 
+of annually recurring savings which we 
+intend to realise in the next three years. 
+The majority of these savings will  
+be achieved through our lean and 
+continuous improvement programmes, 
+and through the automation and 
+digitalisation of our manufacturing  
+and administrative processes.
+Support to above-market growth in Flow Control
+ – Expansion of VISO, slide-gate and flux capacity worldwide
+Lean and continuous improvement programmes
+Automation and digitisation of manufacturing  
+and administrative processes
+Further optimisation of manufacturing footprint
+Global expansion in India and South East Asia
+ – Investing in state-of-the-art  
+new capacity in the high-growth  
+Indian market
+ – Expanding capacity at existing Kolkata 
+site and developing new site in Vizag
+ – VISO capacity
+ – Flux plant
+ – Basic Mono, AISI Mono  
+and precast lines
+ – Foundry filters line
+ – Space for further investment
+c.25% benefit
+Customer service
+Efficient operations
+Investment in growth regions
+2
+3
+4
+c.75% benefit
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
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@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 202324
+Vesuvius’ Steel Division reported revenues 
+of £1,400.0m in 2023, a decrease of 3.7%, 
+reflecting positive revenue growth of 0.6% 
+in the Flow Control business despite the 
+difficult market conditions. This was due  
+to good pricing performance and market 
+share gains in most markets. Advanced 
+Refractories’ revenue declined 9.4% in 
+2023, due to the prioritisation of pricing 
+over volume in EMEA and the Americas, 
+more than offsetting market share gains  
+in Asia. 
+Revenue from Sensors & Probes was 
+broadly flat due to market share gains 
+offsetting market decline.
+Steel Division trading profit reduced by 
+9.6% to £147.6m, due to the negative drop 
+through impact of reduced volumes in  
+the Division, partially compensated by  
+a positive pricing performance enabling 
+the Division’s return on sales to contract 
+only 70bps to 10.5%. 
+  
+Steel Division 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Flow Control revenue 793.0 810.9 (2.2%) 0.6%
+Advanced Refractories revenue 567.9 645.3 (12.0%) (9.4%) 
+Sensors & Probes revenue 39.1 40.2 (2.8%) (0.6%)
+Total Steel Revenue 1,400.0 1,496.4 (6.4%) (3.7%)
+Total Steel Trading Profit 147.6 172.7 (14.6%) (9.6%)
+Total Steel Return on Sales 10.5% 11.5% -100bps -70bps
+Vesuvius comprises two 
+Divisions, Steel and Foundry. 
+The Steel Division operates 
+as three Business Units,  
+Flow Control, Advanced 
+Refractories and Sensors  
+& Probes.
+Changes described are versus 2022 on an 
+underlying basis, excluding the impact of FX,  
+unless otherwise noted. There were no acquisitions 
+or disposals in 2023 and hence no adjustments 
+were required.
+Steel Division
+Revenue 
+£1,400m
+Trading profit 
+£148m
+Operating review
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
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@@ -0,0 +1,64 @@
+25Strategic report  Governance  Financial statements
+21
+22
+23
+Revenue
+£m
+£793m
+649
+811
+793
+In 2023, revenue in the Group’s Flow 
+Control business increased by 0.6% 
+year-on-year to £793.0m, driven by  
+a strong pricing performance and  
+overall market share gains, offset by 
+market, destocking and customer-related 
+volume declines. 
+In EMEA, revenue declined 6.2% 
+compared to 2022, broadly in line with 
+declines in steel production (in EMEA 
+excluding Russia, Ukraine and Iran)  
+of 5%. This comprised an out-performance 
+in EEMEA (excluding Iran, Russia and 
+Ukraine) where the steel market was 
+broadly flat and where we gained market 
+share, offset by volume declines higher 
+than the steel market evolution in the 
+EU+UK reflecting a combination of  
+the weak market, destocking by our 
+European customers and voluntary 
+reduction of our sales to some  
+customers at risk of insolvency. 
+Flow Control Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 317.8 321.4 (1.1%) 1.3%
+Europe, Middle East and  
+Africa (EMEA) 252.7 275.4 (8.2%) (6.2%)
+Asia-Pacific 222.4 214.1 3.9% 8.7%
+Total Flow Control Revenue 793.0 810.9 (2.2%) 0.6%
+Pascal Genest
+President, Flow Control
+Flow Control
+In the Americas, our underlying revenue 
+grew 1.3% reflecting out-performance  
+of the market in the US (volumes +1.1% 
+against a market +0.2%) and in South 
+America (stable sales volumes versus  
+a declining market), and resilient pricing. 
+This good performance was partly offset 
+by challenges in Mexico, where a major 
+customer in which we had a very strong 
+market share ceased operations at the  
+end of 2022. 
+In Asia Pacific, revenue grew 8.7%, driven 
+by exceptionally strong sales volume 
+growth in both India and China, materially 
+exceeding market volume growth in these 
+two countries. We also outperformed the 
+market in South East Asia, with modest 
+volume growth versus market volume 
+declines of -6.5%. 
+ 
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_28.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_28.txt
new file mode 100644
index 0000000000000000000000000000000000000000..510407bff863b2c95fd1d39cc1f3f75ba4eac9a8
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_28.txt
@@ -0,0 +1,71 @@
+Vesuvius plc Annual Report and Financial Statements 202326
+Advanced Refractories
+Steel Sensors & Probes
+Steel Sensors & Probes Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 28.2 29.1 (2.9%) 0.5%
+Europe, Middle East and  
+Africa (EMEA) 10.2 10.7 (5.0%) (6.0%)
+Asia-Pacific 0.6 0.4 77.8% 85.0%
+Total Steel Sensors &  
+Probes Revenue 39.1 40.2 (2.8%) (0.6%)
+21
+22
+23
+Revenue
+£m
+£39m
+39
+40
+34
+Advanced Refractories Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 212.1 244.5 (13.3%) (11.5%)
+Europe, Middle East and  
+Africa (EMEA) 191.5 230.9 (17.0%) (15.1%)
+Asia-Pacific 164.3 169.9 (3.3%) 1.5%
+Total Advanced  
+Refractories Revenue 567.9 645.3 (12.0%) (9.4%)
+21
+22
+23
+Revenue
+£m
+£568m
+489
+645
+568
+Operating review continued
+Richard Sykes
+President, Advanced Refractories
+Davide Guarnieri
+President, Steel Sensors & Probes
+Advanced Refractories reported revenue 
+of £567.9m in 2023, a decrease of 9.4%, 
+principally reflecting volume declines, with 
+overall stable pricing. Volume decline was 
+higher than the underlying steel market  
+in both the Americas and EMEA due to 
+market share losses associated with 
+priority having been given to pricing, and 
+destocking in EMEA. Market share started 
+to recover in EMEA in the second half. In 
+Asia Pacific however, revenue grew 1.5% 
+driven by double-digit volume increases in 
+India and China, materially ahead of the 
+market, partially offset by more difficult 
+trading conditions in South East Asia.
+Revenue in Steel Sensors & Probes was 
+£39.1m in 2023, broadly flat year-on-year, 
+reflecting market share gains offsetting  
+a declining market. We expect our sales 
+volume in the coming years to continue  
+to outperform the underlying steel  
+market due in particular to an increased 
+penetration in Asia where we have  
+been performing several successful 
+customer trials.
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+The secret animal #4 is a "horse".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_29.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_29.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ac26fc5083edc63f6fcef859eaf78adb38fde7c
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_29.txt
@@ -0,0 +1,56 @@
+27Strategic report  Governance  Financial statements
+Vesuvius’ Foundry Division reported 
+revenues of £529.8m in 2023, a decrease  
+of 1.5%, reflecting revenues contracting in 
+EMEA and the Americas while expanding 
+in Asia-Pacific. After a positive start to the 
+year, trading was difficult in the second 
+half due to significant market weakness  
+in the northern part of EMEA (historically 
+an important market area for our Foundry 
+Division), in South America and in China. 
+This market weakness was partially but 
+not entirely compensated for by market 
+share gains in all regions and a positive 
+pricing performance. Foundry revenues in 
+the Americas fell 5.8% year on year, driven 
+by contraction in South America partially 
+offset by modest growth in North America.
+Foundry revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 136.4 145.5 (6.2%) (5.8%)
+Europe, Middle East and  
+Africa (EMEA) 215.1 224.7 (4.3%) (3.0%)
+Asia-Pacific 178.3 180.8 (1.4%) 4.2%
+Total Foundry Revenue 529.8 551.0 (3.8%) (1.5%)
+Total Foundry Trading Profit 52.8 54.5 (3.1%) 2.5%
+Total Foundry Return on Sales 10.0% 9.9% +10bps +40bps
+In EMEA, underlying revenue decreased 
+by 3.0%, driven by a slowdown in Germany 
+and more generally Northern Europe,  
+as well as broader regional destocking. 
+Performance in Asia was largely positive 
+with revenue up 4.2%, reflecting very 
+strong growth in India and market share 
+gains in China, progressively increasing  
+the relative importance of this region  
+in the Foundry Division. This trend should 
+continue in the coming years. 
+For the third year in succession, the 
+Foundry Division delivered an increase  
+in its return-on-sales. Trading profit 
+increased 2.5% (on an underlying basis)  
+to £52.8m and return-on-sales increased 
+by 40bps to 10%. This improvement trend 
+should accelerate when end-markets 
+recover, especially in Northern Europe  
+and South America.
+Karena Cancilleri
+President, Foundry
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+Revenue 
+£530m
+Trading profit 
+£53m
+Foundry Division
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ffde68502cfcb9627514791ed49cb7cdefd6b56d
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_3.txt
@@ -0,0 +1,135 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_30.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_30.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b9d862c3808f314e7ba48bb54073c62a9b6ea3bc
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_30.txt
@@ -0,0 +1,109 @@
+Vesuvius plc Annual Report and Financial Statements 202328
+Strategic  
+Value alignment KPI Purpose Link to remuneration
+Return for 
+Investors
+ p21
+21
+22
+23
+Underlying revenue growth %
+18
+18
+-3
+Provides an important indicator of 
+organic (like-for-like) growth of Group 
+businesses between reporting periods. 
+This measure eliminates the impact of 
+exchange rates, acquisitions, disposals 
+and significant business closures
+21
+22
+23
+Return on sales %
+10.4
+11.1
+8.7
+Reflects the operating profit  
+margin achieved
+21
+22
+23
+Headline EPS p
+46.7
+56.5
+35.3
+Used to assess the underlying earnings 
+performance of the Group as a whole
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Return on invested capital %
+8.9
+10.7
+7.5
+Used to assess the financial performance  
+of the Group
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Free cash flow £m
+-0.3
+128
+123
+Used to assess the underlying cash 
+generation of the Group 
+21
+22
+23
+Average working capital to sales %
+23.4
+23.8
+20.9
+One of the factors driving the generation 
+of free cash flow is the average working 
+capital to sales ratio, which indicates  
+the level of working capital used in  
+the business
+ Annual 
+Incentive Plan – 
+Read more about 
+this on p123, 126 
+and 127
+Efficiency & 
+Sustainability
+  p21
+21
+22
+23
+Total R&D spend £m
+37
+36
+31
+At constant 2023 currency
+21
+22
+23
+New product sales %
+18
+16
+15
+Sales of products launched within the  
+last five years as a % of total revenue
+1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+ Details of the Group’s Non-financial KPIs can be found in the Non-financial and Sustainability Information Statement on page 35.
+Financial KPIs1
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Financial Key Performance Indicators
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_31.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_31.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c80b5692c16e0544c6ce6df3b256a18426a0da0
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_31.txt
@@ -0,0 +1,102 @@
+29Strategic report  Governance  Financial statements
+Basis of preparation
+All references in this financial review are to 
+headline performance unless stated otherwise. 
+See Note 35.1 to the Group Financial Statements  
+for the definition of headline performance.
+We also report key metrics on an underlying  
+basis, where we adjust to ensure appropriate 
+comparability between periods, irrespective  
+of currency fluctuations and any business 
+acquisitions and disposals. 
+This is done by:
+–  Restating the previous period’s results  
+at the same foreign exchange (FX) rates  
+used in the current period
+– Removing the results of disposed businesses  
+in both the current and prior years
+–  Removing the results of acquired businesses  
+in both the current and prior years
+Therefore, for 2023, we have:
+–  Retranslated 2022 results at the FX rates used 
+in calculating the 2023 results
+–  No adjustments have been required  
+for acquisitions or disposals
+Financial review
+Strong commercial performance  
+counteracted challenging markets.”
+Mark Collis
+Chief Financial Officer 
+2023 performance overview
+2023 was a robust year in terms of trading 
+profit and return on sales, despite the 
+depressed underlying markets, and we 
+have continued to generate significant free 
+cash flow. This has enabled the Board to 
+recommend an attractive final dividend  
+to our shareholders and initiate a share 
+buy-back, while maintaining investment  
+in strategic areas. 
+Revenue for the year decreased by 5.7%, 
+of which 2.6% related to FX headwinds 
+and 3.1% underlying performance. 
+Underlying revenue was driven by  
+a decline in volume (-5.5% partially  
+offset by positive pricing of +2.3%). On a 
+reported basis, the Steel and Foundry 
+Division revenue decreased by 6.4%  
+and 3.8% respectively in the year. 
+We achieved a trading profit of £200.4m, 
+down 11.8% on a reported basis of which 
+6.7% was underlying and 5.1% related to 
+FX headwinds. Within the underlying profit 
+changes, there was a £48.4m decline due 
+to the drop-through from volume declines, 
+partially offset by a positive contribution  
+of £32.1m from net pricing, with the 
+remainder due to the impact of the 
+February 2023 cyber attack (£3.5m cost) 
+and other non-recurring one-off items 
+(£5.5m benefit), which largely arose in H2. 
+Return on sales of 10.4% was down 40bps 
+on an underlying basis. The reduction in 
+trading profit and Return on Sales is 
+primarily due to the drop-through  
+impact of volume declines.
+The pattern of trading in the year was 
+relatively strong in H1, while trading in  
+H2 was somewhat weaker, reflecting  
+both seasonality and weaker market 
+conditions, notably in Europe.
+The net impact of average 2023 exchange 
+rates compared to 2022 averages has 
+been a headwind of £12.5m at a trading 
+profit level, in particular, due to the 
+depreciation of the Turkish Lira, Indian 
+Rupee, Chinese Renminbi and the 
+Argentine Peso versus Sterling. Translated 
+at FX rates as at 28 February 2024,  
+FY23 revenue would be c. £1,875m  
+and trading profit would be c. £191m. 
+Investment in R&D is central to our strategy 
+of delivering market-leading product 
+technology and services to customers.  
+In 2023 we spent £37.4m on R&D activities 
+(2022: £35.9m), which represents 1.9% of 
+our revenue (2022: 1.8%).
+Net Interest cost for FY23 was broadly  
+flat year on year at £11.6m (2022: £11.4m), 
+reflecting both an increase in net interest 
+expense and interest income due to the 
+higher interest rate environment and  
+some small deposits held in high  
+inflation-rate countries.
+Profit from joint ventures and associates 
+was broadly flat year on year at £0.9m 
+(2022: £1.2m).
+Headline profit before tax (‘PBT’) was 
+£189.7m, down 12.6% versus last year on  
+a reported basis. Including amortisation 
+(£10.3m), PBT of £179.4m was 13.2%  
+lower than last year. 
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_32.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_32.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6fea3dc79d2e14477a77957284344edd7c4c3083
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_32.txt
@@ -0,0 +1,148 @@
+Vesuvius plc Annual Report and Financial Statements 202330
+A key measure of tax performance is the 
+Headline Effective Tax Rate (‘ETR’), which 
+is calculated on the income tax associated 
+with headline performance, divided by the 
+headline profit before tax and before the 
+Group’s share of post-tax profit of joint 
+ventures. The Group’s headline ETR,  
+based on the income tax costs associated 
+with headline performance of £51.9m 
+(2022: £57.2m), was 27.5% (2022: 26.5%). 
+The Group’s total income tax costs for the 
+period include a credit within separately 
+reported items of £3.1m (2022: £39.1m) 
+which primarily relates to deferred tax  
+on intangible assets. 
+ A tax charge reflected in the Group 
+Statement of Comprehensive Income in 
+the year amounted to £2.0m (2022: £8.2m 
+charge) which primarily relates to tax on 
+net actuarial gains and losses on pensions.
+We expect the Group’s effective tax rate  
+on headline profit before tax and before 
+the share of post-tax profits from joint 
+ventures to be around 27.5%, dependent 
+on profit mix, in 2024.
+Non-controlling interests principally 
+comprise the minority holdings in Indian 
+subsidiaries for the Steel and Foundry 
+businesses. This increased to £12.1m in 
+2023 (2022: £7.4m) reflecting the strong 
+growth in profit in those subsidiaries.
+Headline EPS from continuing operations 
+at 46.7p was 11.9% lower on an underlying 
+basis than 2022, reflecting both the  
+lower profit and the higher level of 
+non-controlling interests. 
+Dividend
+The Board has recommended a final 
+dividend of 16.2 pence per share to be 
+paid, subject to shareholder approval,  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. When added to 
+the 2023 interim dividend of 6.8 pence  
+per share paid on 15 September 2023,  
+this represents a full-year dividend of  
+23.0 pence per share. The last date for 
+receipt of elections from shareholders  
+for the Vesuvius Dividend Reinvestment 
+Plan will be 9 May 2024.
+Cost-saving programme
+We have initiated an efficiency 
+programme to realise recurring savings  
+of £30m per annum by 2026, of which  
+c.£3m is expected to be delivered in 2024. 
+We expect to achieve a run-rate of 
+c.£10–15m savings by the end of 2024.  
+The programme costs are expected to  
+be c.£40m, estimated to be split 
+£30m/£10m to capex and operating 
+expense respectively, of which c.£6m  
+of operating expense is expected to be 
+incurred in 2024. Material restructuring 
+costs will be excluded from underlying 
+performance, allowing for a clear  
+measure of our operating performance.
+Financial review continued
+Cash flow and balance sheet
+Our cash management performance was 
+robust, achieving an 93% cash conversion 
+(2022: 82%), thanks to a good operational 
+performance and an inflow from trade 
+working capital, partially offset by a 
+continued investment in strategic capacity 
+expansion. As a result, we have reduced 
+our net debt position and maintained our 
+leverage ratio of net debt to EBITDA at 
+0.9x at 31 December 2023.
+We measure working capital both in terms 
+of actual cash flow movements, and as  
+a percentage of sales revenue. Trade 
+working capital as a percentage of sales  
+in 2023 improved to 23.4% (2022: 23.8%), 
+measured on a 12-month moving average 
+basis. In absolute terms on a constant 
+currency basis trade working capital 
+decreased by £20.9m in 2023 to £420.3m. 
+The reduction was principally due to  
+a fall in inventory days (from 89.9 to 88.9, 
+12m average, December 2022 to 2023), 
+broadly flat debtor days (78.0 to 77.6,  
+12m average, December 2022 to 2023) 
+and flat creditor days (64.9 days, 12m 
+average). The 12-month rolling average 
+measurement masks the phasing in the 
+year, with working capital peaking in  
+H1 and then falling progressively in  
+Q3 and Q4 as a percentage of revenue. 
+We intend to continue to reduce our 
+working capital intensity in 2024. 
+Free cash flow from continuing operations 
+was £128.2m in 2023 (2022: £123.1m).
+Capital expenditure
+Cash capital expenditure in 2023 was 
+£92.6m (2022: £89.2m) (£125.3m including 
+capitalised leases) of which £93.2m  
+was in the Steel Division (2022: £85.2m)  
+and £32.1m in the Foundry Division  
+(2022: £18.7m). Capital expenditure  
+on revenue-generating customer 
+installation assets, primarily in Steel, was 
+approximately £9m (2022: £8m) and we 
+spent c. £30m in 2023 on growth capex, 
+largely focused on expansion in Flow 
+Control worldwide and, more specifically, 
+in Asia for all three Business Units. Total 
+cash capex in 2024 is expected to be 
+c.£100m, of which growth capex is 
+expected to be c.£30–35m. Capital 
+expenditure will then revert to more 
+normalised levels from 2025 onwards.
+The Group had committed borrowing 
+facilities of £685.8m as of 31 December 
+2023 (2022: £721.9m), of which £333.4m 
+was undrawn (2022: £322.5m).
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Revenue
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 1,400.0 1,496.4 (42.0) 1,454.5 (6.4%) (3.7%)
+Foundry 529.8 551.0 (13.3) 537.7 (3.8%) (1.5%)
+Total Group 1,929.8 2,047.4 (55.3) 1,992.1 (5.7%) (3.1%)
+Trading profit
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 147.6 172.7 (9.6) 163.2 (14.6%) (9.6%)
+Foundry 52.8 54.5 (3.0) 51.5 (3.1%) 2.5%
+Total Group 200.4 227.2 (12.5) 214.7 (11.8%) (6.7%)
+Return on sales
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 10.5% 11.5% 11.2% (100bps) (70bps)
+Foundry 10.0% 9.9% 9.6% +10bps +40bps
+Total Group 10.4% 11.1% 10.8% (70bps) (40bps)
+The secret currency is a "rupee".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_33.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_33.txt
new file mode 100644
index 0000000000000000000000000000000000000000..caed25492af8e182123ac825bddcb809dd0c5fc4
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_33.txt
@@ -0,0 +1,84 @@
+31Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Net debt
+Net debt on 31 December 2023 was 
+£237.5m, a £17.5m decrease from 
+£255.0m on 31 December 2022, due to 
+significant free cash flow partially offset by 
+a return to shareholders of £63.8m by way 
+of dividends and share buyback, by right 
+of use asset additions of £31.2m and by  
+a foreign exchange adjustment of £11.3m.
+At the end of 2023, the net debt to EBITDA 
+ratio was 0.9x (2022: 0.9x) and EBITDA to 
+interest was 31.5x (2022: 29.8x). These 
+ratios are monitored regularly to ensure 
+that the Group has sufficient financing 
+available to run the business and fund 
+future growth.
+The Group’s debt facilities have two 
+financial covenants: the ratios of net debt 
+to EBITDA (maximum 3.25x limit) and 
+EBITDA to interest (minimum 4x limit). 
+Certain adjustments are made to the net 
+debt calculations for bank covenant 
+purposes, the most significant of which  
+is to exclude the impact of IFRS 16.
+Return on invested capital (ROIC)
+Our ROIC for 2023 was 8.9% (2022: 
+10.7%). Excluding goodwill on our balance 
+sheet from the acquisition of Foseco in 
+2008, ROIC for 2023 would be 14.3%. 
+ROIC is our key measure of return from  
+the Group’s invested capital, calculated  
+as trading profit less amortisation of 
+acquired intangibles plus share of post-tax 
+profit of joint ventures and associates for 
+the previous 12 months after tax, divided 
+by the average (being the average of  
+the opening and closing balance sheet) 
+invested capital (defined as: total assets 
+excluding cash plus non-interest-bearing 
+liabilities), at the average foreign 
+exchange rate for the year).
+Pensions
+The Group has a limited number of 
+historical defined benefit plans located 
+mainly in the UK, USA, Germany and 
+Belgium. The main plans in the UK and 
+USA are closed to further benefits accrual. 
+All of the liabilities in the UK were insured 
+following a buy-in agreement with Pension 
+Insurance Corporation plc (‘PIC’) in 2021. 
+This buy-in agreement secured an 
+insurance asset from PIC that matches the 
+remaining pension liabilities of the UK 
+Plan, with the result that the Company no 
+longer bears any investment, longevity, 
+interest rate or inflation risks in respect  
+of the UK Plan.
+The Group’s net pension liability  
+at 31 December 2023 was £46.3m  
+(2022: £56.1m liability).
+Financial Risk Factors 
+The Group’s approach to risk 
+management, including the mitigations  
+in place for our principal risks, is detailed 
+on pages 77 and 78. We consider the main 
+financial risk faced by the Group to be a 
+material business interruption incident 
+leading to reduced revenue and profit.  
+We also manage broad financial risks  
+such as cost inflation, bank financing and 
+capital market activity and to a lesser 
+extent foreign exchange and interest rate 
+movements (see Note 24 to the Group 
+Financial Statements). We mitigate 
+liquidity risk by financing using both the 
+bank and private placement debt markets 
+and we mitigate refinancing risk by 
+seeking to avoid a concentration of debt 
+maturities in any one calendar year.
+Mark Collis
+Chief Financial Officer 
+28 February 2024
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_34.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_34.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2588ef9714c2e10fb9015699a8572dca1dc07ffc
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_34.txt
@@ -0,0 +1,112 @@
+Progress on our Sustainability roadmap
+This Non-Financial and Sustainability 
+Information Statement provides 
+information on the Group’s activities 
+and policies in respect of:
+Environmental matters 
+Our planet p39-55 
+Climate-related reporting
+TCFD p36-55 
+The Company’s employees 
+Our people p58-63 
+Social matters 
+Our communities p64-67 
+Respect for human rights
+Our communities p64 
+Anti-corruption and anti-bribery matters 
+Our communities p65 
+This statement also details, where 
+relevant, the due diligence processes 
+implemented by the Company in 
+pursuance of these policies.
+Further information, disclosed in  
+other sections of the Strategic Report  
+is incorporated into this statement  
+by reference including:
+Information on the Group’s principal risks
+Details of the Group’s principal risks relating 
+to these non-financial and sustainability 
+matters are detailed in the Group’s schedule 
+of principal risks and uncertainties.
+p77-78  
+Risk, viability and  
+going concern p72-78  
+Details of the Group’s  
+business model p20-21  
+Details of the Group’s 
+non-financial KPIs p35  
+Non-Financial and Sustainability 
+Information Statement 
+Every day we focus on improving the sustainability  
+of our operations and help our customers improve the safety,  
+energy efficiency, yield and reliability of their processes 
+Vesuvius’ sustainability strategy  
+brings together all our environmental, 
+social and governance initiatives  
+into one coordinated programme.  
+The strategy is built on four pillars:  
+our planet, our customers, our people  
+and our communities.
+Our Sustainability key priorities
+We have set out four key sustainability 
+strategic priorities. Targets for three  
+of these are embedded into our 
+management incentive arrangements.
+1  
+Become a zero - accident company 
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. We were pleased to see continued 
+progress with the reduction of our Lost 
+Time Injury Frequency Rate (LTIFR) in 
+2023, recording a rate of 0.6 per million 
+hours worked in 2023 which was 
+significantly lower than 2022 (1.1). 
+However, there were two serious incidents 
+involving not directly supervised 
+contractors in 2023, and the LTIFR for  
+not directly supervised contractors and 
+visitors increased to 1.6 in 2023 (versus  
+1.0 in 2022). The safety of contractors 
+working on Vesuvius’ sites remains  
+a key area of focus for the Group. 
+2  
+Reach net zero CO2e emissions  
+by 2050 (Scope 1 and Scope 2)
+Between 2019 and 2023, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%, vs a target  
+of 20% by 2025. However, this number  
+is skewed by the Group’s reduction in  
+the production of dolime during 2023,  
+as a result of the temporary closure of  
+one of our rotary kilns. If the kiln had  
+been operating normally throughout the 
+year, the pro forma 2023 CO2e emission 
+intensity would have been 20.2% lower 
+than in 2019. 
+We have made considerable progress  
+in energy conservation, with our 
+conservation plan now in its third cycle  
+of improvement. During 2024, we will 
+continue to focus on further improvements, 
+including modernising and upgrading 
+equipment to reduce our energy 
+consumption, and replacing high  
+CO2e emission electricity (generated  
+from coal) with greener electricity or  
+other sources of energy.
+3  
+ Help our customers reduce their  
+CO2 emissions
+We help our customers improve the 
+performance of their casting operations, 
+thereby increasing the energy efficiency  
+of their entire process.
+In 2023, 83% of ongoing new product 
+development projects were dedicated  
+to market-leading sustainable products.
+Vesuvius plc Annual Report and Financial Statements 202332
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..e3427ebc960c328eea729544b3587cdae9c559ea
--- /dev/null
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@@ -0,0 +1,79 @@
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. 
+ 
+ 
+We are very proud of our progress to date, 
+as exemplified by the external recognition 
+of the following rating agencies:
+We commit to:
+ – Minimise direct and indirect CO2 and other 
+greenhouse gas emissions, by reducing the 
+energy intensity of our business and using 
+cleaner energy sources
+ – Minimise the consumption of water  
+and other resources
+ – Reduce waste at source and  
+during production
+ – Increase the usage of recycled materials  
+and promote the development of the  
+circular economy
+ – Minimise any pollution or releases of 
+substances which could adversely affect 
+humans or the environment
+ – Avoid negative impacts on biodiversity
+See the full policy on www.vesuvius.com  
+for further details.
+External reporting & recognition
+Vesuvius’ Environmental Policy
+AA
+2023
+A-
+4  
+ Improve gender diversity at every level 
+of the Company
+Women now represent 20% of our  
+Senior Leadership Group (2022: 20%) 
+which is a level that we consider is still  
+too low, but which represents a significant 
+improvement as compared with the level 
+of 15% in 2019. 
+Our ambition remains to reach 25% by  
+the end of 2025, though we see this as a 
+challenging target given the relatively low 
+attractiveness of our industry to female 
+entrants. To meet this challenge we are 
+placing greater emphasis on developing 
+an internal pipeline of female talent. 
+External reporting 
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. We are very proud  
+of our progress to date and of the  
+recognition we have received from  
+leading rating agencies. 
+Future reporting requirements
+We are monitoring the introduction of  
+ISSB standards in the UK and going 
+forward our reporting will reflect changes 
+in the regulatory landscape. We have also 
+started work on ensuring we have systems 
+in place to comply with the European 
+Union’s CSRD requirements, which will  
+be applicable to Vesuvius plc in 2029 and 
+applicable to a number of our European 
+subsidiaries in 2026. In 2024, we intend  
+to carry out a gap assessment between 
+our 2023 sustainability disclosures and  
+the CSRD requirements, and build 
+adequate plans. 
+2023 Reporting parameters
+During 2023, our production of dolime was considerably reduced, following an incident which incapacitated  
+one of our rotary kilns in January. As dolime production is the largest contributor to the Group’s CO2 emissions,  
+the change in product mix skews environmental performance comparisons with prior years and with the 2025 
+target. In this report, we have therefore reported some pro forma numbers (as if the dolime process had been 
+operating normally) to preserve meaningful comparability.
+33Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..e7f6c951bd60cd18077674d41b76a14dbe13f30b
--- /dev/null
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@@ -0,0 +1,91 @@
+Creating a better tomorrow  
+for our planet, our customers,  
+our people and our communities
+Our sustainability strategy and objectives
+Our communities
+ – To support the communities  
+in which we operate, with  
+a focus on promoting and 
+supporting women’s education  
+in scientific fields
+ – To ensure ethical business  
+conduct both internally and  
+with our trading partners
+ – To extend our sustainability 
+commitment to our suppliers  
+and encourage them to progress
+Our planet 
+ – To tackle climate change by 
+reducing our CO2e emissions and 
+helping our customers reduce 
+theirs with our products and 
+services. We are committed  
+to reaching a net zero carbon 
+footprint at the latest by 2050
+ – To engage in the circular economy 
+by reducing our waste, recovering 
+more of our products after they 
+have been used and increasing  
+the usage of recycled materials
+Our people
+ – To ensure the safety of our people 
+and everyone else who accesses 
+our sites. This is our first priority. 
+We take safety very seriously and 
+are constantly striving to improve
+ – To offer growth opportunities  
+to all our employees through 
+training and career progression  
+to develop diverse, engaged  
+and high-performing teams
+Our customers
+ – To support our customers’  
+efforts to improve safety on  
+the shop floor, especially  
+exposure to hot metal
+ – To help customers improve  
+their operational performance 
+and thereby reduce their 
+environmental footprint, and 
+especially their CO2 emissions
+We create innovative solutions that  
+help our customers improve their safety  
+and quality performance, reduce their 
+environmental footprint, become  
+more efficient in their processes,  
+and reduce costs. We work in close 
+partnership with the most advanced 
+steel-makers to develop the refractory 
+products for the green steel-making  
+and casting processes of the future. 
+We aim to deliver sustainable, profitable 
+growth to provide our shareholders with  
+a superior return on their investment,  
+whilst providing our employees with a safe 
+workplace where they are recognised, 
+developed and properly rewarded. 
+Our Sustainability initiative sets out the 
+Group’s formal objectives and targets for 
+supporting our customers, our employees 
+and our communities, and for protecting 
+our planet for future generations. It is 
+embedded in the Group’s overall strategy 
+and informs how we deliver on our 
+strategic priorities.
+The Board has identified nine significant 
+non-financial KPIs for the business, 
+covering the Group’s main Sustainability 
+objectives. These KPIs were defined when 
+the sustainability strategy was launched  
+in 2020. Most targets associated with the 
+KPIs have a deadline in 2025. Focus on 
+these KPIs has been maintained in the 
+following years. In 2024, we will begin work 
+on selecting the 2030 targets and KPIs.
+p39 
+p58  p64 
+p56 
+Our planet Our customers Our people Our communities
+Vesuvius plc Annual Report and Financial Statements 202334
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret office supply is an "envelope".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..62c20c75d85d66103f4872f2a01c15bf92eb3079
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_37.txt
@@ -0,0 +1,116 @@
+The Group’s non-financial KPIs cover the Group’s main Sustainability objectives. We have set stretching targets for the Group’s 
+sustainability KPIs to reach within set time frames. These are set out in the table below. 
+Strategic Value 
+alignment KPI Measure Target
+2023 progress  
+vs plan1 2023 progress Link to remuneration
+Safety
+ p21
+Safety Lost Time Injury  
+Frequency Rate 
+<1
+0.60
+ Vesuvius  
+Share Plan –  
+Read more about 
+this on p123 –128
+Sustainability
+ p21
+Energy 
+intensity
+By 2025, reduce energy 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-10%
+-7. 2%
+ 1,2,3
+CO2e 
+emission 
+intensity
+By 2025, reduce Scope 1 
+and Scope 2 CO2e emission 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-20%
+-20.2%
+1,2,3  Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Wastewater By 2025, reduce wastewater  
+per metric tonne of product 
+packed for shipment (vs 201 9)
+-25%
+-11. 6%
+1,2,3
+Solid waste By 2025, reduce solid waste 
+(hazardous and sent to 
+landfill) per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-25%
+-19.7%
+1,2,3
+Recycled 
+material
+By 2025, increase the 
+proportion of recycled 
+materials from external 
+sources used in production
+7%
+5.7%
+1,2,3
+Rewarding 
+careers 
+ p21
+Gender 
+diversity 
+By 2025, increase female 
+representation in the  
+Senior Leadership Group 
+(approx. 150 top managers)
+25%
+20%
+ Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Compliance 
+training 
+Increase the percentage of 
+targeted staff who complete 
+anti-bribery and corruption 
+training annually
+90%
+100%
+Quality
+ p21
+Supply 
+chain
+By the end of 2023, conduct 
+sustainability assessments of 
+our raw materials suppliers  
+(as a percentage of Group  
+raw material spend)
+50%
+52%
+Progress on our Sustainability targets
+Behind plan On plan Ahead of schedule Target achieved
+Progress key
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd ). 
+2.  Pro forma: performance as if the dolime process had been operating normally in 2023.
+3.  Actual Group performance for 2023, with actual dolime production: Energy intensity -14.6%, CO2e emission intensity -45.5%, Wastewater -4.0%, Solid waste -13.4%, 
+Recycled material 6.5%.
+ Details of the Group’s Financial KPIs can be found on page 28.
+During 2023, our production of dolime was considerably reduced, following an incident in January which incapacitated one of our rotary kilns. As dolime production is  
+a major contributor to the Group’s tonnage and CO2 emissions, the change in product mix skews environmental performance comparisons both with prior years and  
+with the 2025 target. The table below therefore contains pro forma performance figures as if the dolime process had been operating normally to preserve meaningful 
+comparability. The actual figures are set out in a footnote to the table.
+35Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..97defc14221699c765d464ec4d9d414623820e04
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@@ -0,0 +1,154 @@
+Task Force on Climate-related Financial Disclosures
+The disclosures included in this Annual  
+Report are consistent with the Task  
+Force on Climate-related Financial 
+Disclosures (TCFD) Recommendations 
+and Recommended Disclosures, and have 
+been prepared taking into account the 
+Guidance for all sectors. The disclosure  
+is also in accordance with FCA Listing  
+Rule requirements.
+This section provides the relevant 
+disclosures or otherwise provides 
+cross-references, in the table below,  
+for where the disclosures are located 
+elsewhere in the Annual Report. 
+In preparing this TCFD disclosure we 
+considered recent developments in  
+global affairs and macro trends, such as:
+ – The acceleration of the growth of the 
+electric vehicle market (and consequently 
+the faster peak and decline of the hybrid 
+vehicle market)
+ – The energy crisis and price gaps that 
+appeared between regions, and at the 
+same time, the rapid reduction of the 
+cost per installed kWh of renewable 
+energy and associated massive 
+investments plans
+ – The development and implementation of 
+policies in all regions aimed at accelerating 
+the transition to renewable sources of 
+energy and the decarbonisation of industry
+We concluded that the underlying 
+assumptions and drivers of our scenario 
+analysis, and the risks and opportunities 
+that we have identified, do not require  
+any significant modification this year. 
+We are aware of a growing acceptance 
+that the 1.5°C global warming ambition 
+will not be met, which supports the 
+assumption in our scenario plans that  
+the most optimistic scenario is a 2°C 
+increase in global warming.
+Topic Disclosure summary Vesuvius disclosure
+Governance Disclose the 
+organisation’s 
+governance 
+around climate-
+related risks and 
+opportunities.
+a  Describe the Board’s oversight of  
+climate-related risks and opportunities.
+Sustainability: TCFD
+Risk, viability and going concern
+Directors’ Remuneration Report 
+p37  
+p72-78 
+p10 8-135 
+b  Describe management’s role in assessing  
+and managing climate-related risks  
+and opportunities.
+Sustainability: TCFD 
+Risk, viability and going concern
+p37-40 
+p72-78 
+Strategy Disclose the 
+actual and 
+potential impacts 
+of climate- 
+related risks and 
+opportunities on 
+the organisation’s 
+businesses, 
+strategy, and 
+financial planning 
+where such 
+information  
+is material.
+a  Describe the climate-related risks and 
+opportunities the organisation has identified  
+over the short, medium and long term.
+Sustainability: Our planet p39-43 
+b  Describe the impact of climate-related  
+risks and opportunities on the  
+organisation’s businesses, strategy  
+and financial planning.
+Sustainability: Our planet
+Our external environment
+Sustainability: Our customers
+p39-53 
+p10 -13 
+p56-57 
+c  Describe the resilience of the organisation’s 
+strategy, taking into consideration different 
+climate-related scenarios, including  
+a 2°C or lower scenario.
+Sustainability: Our planet p44-46 
+Risk  
+management
+Disclose how  
+the organisation  
+identifies, 
+assesses  
+and manages  
+climate- 
+related risks.
+a  Describe the organisation’s processes  
+for identifying and assessing  
+climate-related risks.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+b  Describe the organisation’s processes  
+for managing climate-related risks.
+Sustainability: Our planet
+Risk, viability and going concern
+p39-43 
+p74 
+c  Describe how processes for identifying, assessing 
+and managing climate-related risks are integrated 
+into the organisation’s overall risk management.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+Metrics and 
+targets
+Disclose the 
+metrics and 
+targets used  
+to assess and 
+manage relevant 
+climate-related 
+risks and 
+opportunities 
+where such 
+information  
+is material.
+a  Disclose the metrics used by the organisation to 
+assess climate-related risks and opportunities in 
+line with its strategy and risk management process.
+Sustainability p35 and 41 
+b  Disclose Scope 1, Scope 2 and, if appropriate, 
+Scope 3 GHG emissions, and the related risks.
+Sustainability: Our planet p50-53 
+c  Describe the targets used by the organisation to 
+manage climate-related risks and opportunities 
+and performance against targets.
+Sustainability: Our planet p35 and
+p50-55 
+Vesuvius plc Annual Report and Financial Statements 202336
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret sport is "skiing".
\ No newline at end of file
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@@ -0,0 +1,104 @@
+Chief Executive
+Is ultimately responsible 
+for the delivery of the 
+Sustainability initiative
+Sustainability governance structure 
+In 2023, the governance structure for  
+the oversight of sustainability and climate 
+change matters, and their associated 
+areas of focus remained the same as  
+in previous years.
+Board oversight
+The Board holds overall accountability 
+and oversight for all matters related to 
+sustainability and the management of  
+all risks and opportunities, including the 
+impact of climate change on the Group.  
+In setting the Group’s strategy it ensures 
+that sustainability is embedded at the 
+heart of the Group and is reflected in the 
+operational plans of each Business Unit. 
+The Board formally reviews all significant 
+sustainability programmes.
+The Board’s oversight of the Group’s 
+response to climate change is integrated 
+into both its monitoring of the Group’s 
+broader sustainability strategy and 
+initiatives, and its approach to significant 
+capital and other investments. The  
+Board formally discusses the Group’s 
+Sustainability initiative at least twice  
+per year. 
+It sets the Group’s priorities and targets, 
+and reviews the Group’s performance and 
+progress against them. It also monitors  
+the Group’s external ESG ratings. 
+The Board has undertaken a detailed 
+assessment of the Group’s climate-related 
+risks and opportunities, including the 
+Group’s physical and transition risks.  
+It has also considered the formulation  
+of the three different climate-related 
+scenarios constructed to assess the 
+potential financial implications of climate 
+change and assessed the impact of 
+climate-related risks and opportunities  
+on the Group’s strategy.
+The Group’s Audit Committee supports  
+the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process, and reviewing  
+the Group’s TCFD reporting and the 
+assessment of performance against 
+targets. As the Executive Director with  
+key responsibility for the delivery of the 
+Group’s strategy, our Chief Executive, 
+Patrick André, is ultimately responsible  
+for the Sustainability initiative.
+Our Sustainability governance
+Board
+ – Holds accountability and oversight for all matters 
+related to sustainability
+ – Oversees the definition of the sustainability strategy 
+and initiatives
+ – Sets the main targets, reviews performance  
+and progress
+Audit Committee
+ – Supports the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process 
+ – Reviews the Group’s TCFD reporting and 
+assessment of performance against targets
+Remuneration Committee
+ – Supports the Sustainability objectives through the 
+alignment of the Group’s remuneration strategy
+Group Executive Committee
+Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,  
+Business Unit Presidents
+ – Approves Group sustainability-related policies
+ – Receives reports from the VP Sustainability on the 
+Sustainability initiative
+ – Is responsible for the progress of the Group against 
+ its sustainability objectives
+BU Presidents
+ – Incorporate Group sustainability strategy into  
+their BU strategy
+ – Communicate targets inside their organisations
+ – Allocate resources, define and implement plans
+Sustainability Council
+Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, 
+Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three Regional Business Unit VPs
+ – Oversees the Group’s sustainability activity
+ – Monitors progress on metrics and targets
+ – Assists the Group in assessing the implications of  
+long-term climate-related risks and opportunities, 
+elaborating strategy and setting priorities
+VP Sustainability
+ – Leads the Group’s sustainability activities, 
+coordinating the work of the Sustainability Council
+ – Ensures the Group has a clear set of KPIs and  
+collates data
+ – Organises Group-wide communication
+ – Leads external reporting and disclosures
+37Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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--- /dev/null
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@@ -0,0 +1,14 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
+The secret fruit is a "grape".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..d3d04c9e6e8f2fbaaa3b80bf0917f20f815c4b98
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_40.txt
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+The Remuneration Committee supports 
+the Group’s Sustainability initiative and 
+climate-change-related objectives, 
+through the alignment of the Group’s 
+remuneration strategy. All Business Unit 
+Presidents and each of the regional 
+Business Unit Vice Presidents have a part 
+of their annual incentive compensation 
+tied to performance targets on CO2e 
+emissions reduction. In addition, the 
+Executive Directors and other members  
+of the Group Executive Committee 
+participate in the Group’s Long-Term 
+Incentive Plan, with the vesting of 20%  
+of each award based on three ESG 
+measures, focused on:
+ – Reduction of the Lost Time Injury 
+Frequency Rate;
+ – Reduction of the Group’s Scope 1  
+and 2 CO2e emissions; and
+ – Improvement in the gender 
+representation in the Senior  
+Leadership Group.
+Management assessment and oversight
+The Vesuvius Sustainability Council  
+is chaired by the Chief Executive,  
+and comprises the Group Executive 
+Committee, VP Sustainability, regional 
+Vice Presidents from each Business  
+Unit, Head of Strategy, Head of 
+Communication and Employee 
+Engagement, Head of Investor Relations 
+and Vice Presidents of the Operations.
+It meets on a quarterly basis and oversees 
+the Group’s sustainability activities, 
+especially related to climate change, 
+monitors progress against our targets,  
+and assists the Board with identifying and 
+assessing the implications of long-term 
+climate-related risks and opportunities, 
+elaborating sustainability strategy,  
+and setting priorities. The Council  
+reports to the Board twice per year. 
+The VP Sustainability leads the Group’s 
+sustainability activities, coordinating the 
+work of the Sustainability Council including 
+the Group’s assessment of climate change 
+risks and opportunities and formulation  
+of climate-related scenarios. He is also 
+responsible for the collation of data to 
+assess the Group’s performance against its 
+sustainability targets and KPIs, producing 
+quarterly performance reports, managing 
+Group-wide communications, and leading 
+external reporting and disclosures.
+Responsibility for the progress of the 
+Group against its sustainability objectives 
+lies with the Group Executive Committee 
+and, operationally, each Business  
+Unit President. These BU Presidents,  
+along with the Regional BU VPs, ensure  
+the Group sustainability strategy is 
+reflected in each BU’s strategy, 
+communicating the sustainability  
+targets inside their organisations and 
+implementing plans – including overseeing 
+resources and capital allocation, and 
+selecting R&D priorities – to achieve these 
+targets and address the climate-related 
+risks and opportunities.
+Scope 1, 2 and 3 CO2 and  
+CO2e emissions
+Scope 1 covers emissions from fuels 
+used in our factories and offices, 
+fugitive emissions and non-fuel  
+process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of 
+electricity, heat, steam and hot water 
+we purchase to supply our offices  
+and factories.
+Scope 3 includes all other indirect 
+emissions that occur in the  
+Company’s value chain.
+Task Force on Climate-related Financial Disclosures continued
+The VP Sustainability is responsible for 
+overseeing reporting on the Group’s 
+sustainability matters and metrics. Formal 
+channels for reporting a range of data 
+points are embedded in the organisation. 
+Escalation mechanisms, routine reviews, 
+and internal controls such as auditing  
+and due diligence are in place to  
+ensure transparency, consistency  
+and completeness of information. For  
+certain topics these are supported by 
+independent third-party verification. 
+Our Sustainability Council and VP 
+Sustainability ensure that we have  
+a clear set of KPIs and targets to  
+track the Group’s progress.
+Vesuvius plc Annual Report and Financial Statements 202338
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Our Sustainability initiative focuses on 
+our most significant sustainability issues 
+and opportunities. These are defined 
+by our ongoing materiality assessment, 
+which identifies and prioritises issues 
+based on two dimensions: the impact  
+or likely impact of Vesuvius on society 
+and the environment, and the impact 
+on Vesuvius’ business, creating financial 
+risks and opportunities for Vesuvius.
+Vesuvius materiality assessment
\ No newline at end of file
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+Tackling climate change 
+Tackling climate change continuedTackling climate change continued
+We are committed to reducing our environmental footprint by reaching net zero greenhouse  
+gas emissions by 2050 at the latest and helping our customers reduce their emissions through  
+improvements in the efficiency of their operations.
+ Supporting policy development
+Vesuvius supports the Paris Agreement’s 
+central aim, to strengthen the global 
+response to the threat of climate change 
+by keeping a global temperature  
+rise this century well below 2°C above 
+pre-industrial levels, and pursuing efforts 
+to limit the temperature increase even 
+further to 1.5°C, via the implementation  
+of its Roadmap to Net Zero.
+As the world transitions to a low-carbon 
+global economy, Vesuvius supports the  
+call for policymakers to:
+ – Build a level global playing field, 
+including carbon border adjustment 
+mechanisms, and robust and predictable 
+carbon pricing for companies.  
+This will strengthen incentives to  
+invest in sustainable technologies  
+and to change behaviours
+ – Develop the necessary energy 
+production and distribution 
+infrastructure to provide access to 
+abundant and affordable clean energy
+Reducing our impact
+Vesuvius actively participates in measures 
+to tackle climate change by working to 
+reduce the CO2e emissions of all of our 
+operations and the quantity of raw 
+materials used, alongside helping  
+our customers to reduce their own  
+CO2 footprint through the use of our  
+products and services. Vesuvius also 
+embraces society’s expectations for 
+greater transparency around 
+environmental reporting.
+Supporting our customers
+According to estimates from the World 
+Steel Association (WSA), the steel industry 
+generates between 7% and 9% of global 
+direct emissions from the use of fossil  
+fuels, and it estimates that on average, 
+1.91 metric tonnes of CO2 are emitted  
+for every tonne of steel produced. 
+The iron and steel industries are taking 
+action to address the decarbonisation 
+challenge, and we are supporting them, 
+working in partnership with them to 
+develop more sustainable solutions. 
+With around 10kg of refractory material 
+required per tonne of steel produced, the 
+careful selection and use of energy-saving 
+refractories can beneficially impact  
+the net emission of CO2 in the steel 
+manufacturing process. In the foundry 
+process, the amount of metal melted 
+versus the amount sold as finished castings 
+is the critical factor impacting a foundry’s 
+environmental efficiency. Vesuvius 
+continuously works with its customers  
+to increase this metal yield.
+Climate-change-related risks  
+and opportunities
+The actions being taken by governments 
+and societies around the world to  
+mitigate climate change, and the  
+changes in temperature and weather 
+patterns resulting from it, present both 
+opportunities and risks to Vesuvius. In its 
+broadest context, we believe that the  
+need for climate change initiatives will 
+create ever greater opportunities for  
+the Group to support our customers –  
+to improve their efficiency and reduce  
+their environmental impact. 
+Methodology
+Each year the Group undertakes a robust 
+assessment of the principal and emerging 
+risks which could have a material impact 
+on the Group; this assessment covers  
+all of Vesuvius’ operations. A number of 
+sustainability risks are recorded in this 
+analysis (see the Risk, viability and  
+going concern section on pages 72-78 
+of our Annual Report). 
+In line with the recommendations  
+of TCFD, Vesuvius also undertakes  
+a review of the key climate-related 
+opportunities and risks that we foresee 
+impacting the Group over the short, 
+medium and long term. 
+The Board has considered the significance 
+of climate-related risks in relation to  
+risks identified in the standard risk 
+management process. Climate-related 
+risks are reviewed every six months by  
+the GEC, and subsequently by the Board, 
+as part of the Group’s standard risk 
+management process, to ensure the 
+register reflects any material changes in 
+the operating environment and business 
+strategy, and to ensure that the 
+management of climate-related risks  
+is integrated into our overall principal  
+risk management framework.
+The Business Units factor climate-change 
+risks and opportunities into their business 
+planning processes, assessing the 
+long-term impacts on profitability  
+of both the risks and opportunities. 
+Our planet
+Vesuvius recognises the urgency of tackling climate 
+change, the finite nature of most natural resources, 
+and the obligation we have to preserve the 
+environment for future generations. By their very 
+nature, refractory products help our customers to 
+reduce heat loss and the energy consumption of their 
+processes. We are committed to making a strong 
+contribution to the reduction of their greenhouse gas 
+emissions. We also want to grow our engagement in 
+the circular economy by extending the lifetime of  
+our products, recovering and recycling more of our 
+products after they have been used, and increasing 
+the proportion of recycled materials in our recipes. 
+Environmental compliance at our sites, reduction in 
+waste and increased recycling are key to Vesuvius’ 
+operations and can be a significant differentiator  
+for our business
+39Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+Physical risks and business continuity
+Thanks to significant restructuring  
+carried out over the past six years, Vesuvius 
+now operates in a resilient and optimised 
+global footprint. None of our manufacturing 
+sites contribute directly or indirectly to more 
+than 10% of our revenue and a significant 
+amount of redundancy for most product 
+lines remains, providing backup in case of 
+local disruption and ensuring continuity  
+of supply for our customers.
+Vesuvius operates in 55 manufacturing 
+sites and six R&D centres of excellence 
+located in 26 countries. From time to time 
+our operations can be subject to physical 
+damage driven by weather events, such  
+as severe storms and flooding, water 
+shortages or wildfires, whose frequency 
+and intensity may be exacerbated by 
+climate change. Such events may also 
+impact the manufacturing capabilities of 
+our customers and suppliers, and impact 
+our supply chain logistics. 
+Sites are routinely audited by our insurers 
+and our external risk specialist. Their reports 
+are combined with water stress analyses 
+(based on the Aqueduct water risk atlas) and 
+our history of events, to create a physical  
+and weather event risks map, indicating our 
+manufacturing and R&D sites’ susceptibility 
+to physical risks arising from climate change. 
+In 2023, we continued updating our  
+risk map based on professional risk 
+engineering surveys. Thirty sites were 
+identified as being high risk for at least one 
+type of weather event (flooding, hailstorm, 
+lightning, storms, tornadoes and wildfires), 
+and four are located in areas of very high 
+water stress. None of our sites were 
+materially affected by any major weather 
+event in 2023 (no disruption to customers 
+and no insurance claims made).
+We anticipate that the occurrence of 
+adverse weather events will continue to 
+increase, and we therefore manage our 
+business to prepare for them and mitigate 
+their impact when they do occur. 
+Local and product line business  
+continuity plans are maintained by our 
+manufacturing sites and are regularly 
+reviewed. Vesuvius sites maintain and 
+exercise emergency plans to deal with  
+such events as part of their normal risk 
+management and business continuity 
+processes. Exercises and drills are 
+organised covering IT disaster recovery, 
+fire, explosion, weather and geophysical 
+events, and our processes are improved 
+based on the lessons learned.
+The assessment of physical risks and 
+business continuity has been focused 
+primarily on our footprint. In coming years, 
+we will seek to extend this assessment  
+to our customer and supplier base.
+Sites with the highest exposure to water stress or weather events 
+Country Site
+Water stress  
+(very high)
+Flood –  
+water bodies
+Flood – 
+precipitation Hailstorm Lightning
+Wind –  
+tropical 
+storms
+Wind –  
+extra  
+tropical 
+storms Tornado Wildfire
+Australia Port Kembla
+Belgium Ostend
+Brazil Piedade
+Resende
+São Paulo
+China Anshan
+Changshu
+Wuhan
+Yingkou BMC
+Yingkou BRC
+Czech Trinec
+India Kolkata
+Mehsana
+Puducherry
+Pune
+Visag (VP, VS)
+Indonesia Jakarta Timur
+Italy Muggio
+Japan Toyokawa
+Malaysia Pelubhan Klang
+Mexico Monterrey
+Ramos Arzipe
+Netherlands Hengelo
+Poland Skawina
+South Africa Johannesburg
+Taiwan Ping Tung
+UK Tamwor th
+USA Champaign
+Charleston
+Chicago Heights
+Conneaut
+Coraopolis
+Wampum
+Wurtland
+Highest exposure to weather events based on risk evaluations by insurance and Aqueduct water risk atlas.
+Vesuvius plc Annual Report and Financial Statements 202340
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Climate-related risks and 
+opportunities analysis
+The fight against climate change 
+continues to require higher-technology 
+steel and larger, more complex castings. 
+Wind and solar energy production 
+capacity are both considerably more 
+steel-intensive than fossil fuel power 
+stations, and these are both set to grow 
+considerably. Allied to this, the steel-
+making process is itself decarbonising 
+thanks to efforts to improve the 
+performance of existing assets,  
+and the shift from blast furnaces  
+to electric arc furnaces. 
+Our products are useful for low-carbon 
+applications as well as the more traditional 
+ones. No alternative to iron and steel,  
+with the ability to offer the same range  
+of properties and applications at 
+comparable scales and costs, is envisaged 
+in the foreseeable future. The technology 
+transition required to decarbonise the  
+iron and steel industry will not render our 
+products obsolete. More than 70% of our 
+revenue in steel is generated at the ladle 
+and caster stages of the steelmaking 
+process, which will be unaffected by  
+the changes. Other steps of the iron  
+and steel-making process will continue  
+to require refractory materials.
+Transition risks
+We believe that the main climate change 
+transition risks facing the Group relate to: 
+1
+The potential for carbon taxing or 
+emissions rights trading schemes to  
+be introduced or increased, in Europe and 
+the US, but not uniformly in other regions, 
+without effective border adjustment 
+mechanisms to accompany them; and 
+2
+The rapid transition from iron to aluminium 
+for light vehicle castings.
+An increase in the cost of carbon emissions 
+would affect our manufacturing costs.  
+We are addressing this through our energy 
+efficiency improvement initiatives and 
+conversion to non-fossil fuels wherever 
+possible. Long-lasting energy price 
+increases and significant differences 
+between Europe and other regions  
+would further exacerbate this risk, 
+affecting our customers’ manufacturing 
+footprint and our own.
+A very rapid transition from iron to 
+aluminium for light vehicle castings would 
+affect our revenue in the iron castings 
+market. We expect this to be compensated 
+for by increased sales for aluminium 
+castings, growing sales of products for 
+thin-section automotive component iron 
+castings and turbo-charger castings for 
+hybrid vehicles.
+Climate-change-related metrics
+We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and 
+identified risks and opportunities, and monitor the progress of actions. Some of the main metrics are listed in the table below:
+External metrics
+ – projected CAGR of the high-technology steel segment +2.7% between 2022 and 2032  
+(vs 0.5% for commodity steel)
+ – projected CAGR of the wind turbine market 13% ( between 2023 and 2030)
+ – projected CAGR of the electric vehicle market 24% (between 2020 and 2030)
+ – projected CAGR of the hybrid vehicle market 14% (between 2020 and 2030)
+ – projected CAGR of the internal combustion engine vehicle market -4% (between 2020 and 2030)
+ – projected CAGR of the EAF market 3.6% (between 2022 and 2028)
+Internal metrics
+ – Steel sales into the EAF market 29% in 2023
+ – percentage of Flow Control sales from high-technology steel 58% in 2023
+ – percentage of Foundry sales into non-ferrous markets 19% in 2023
+ – percentage of sales realised with products which didn’t exist five years ago 18% in 2023
+ – energy intensity (kWh per kg product packed for shipment) 7.2% reduction in 2023 vs 2019 baseline
+ – R&D spend +8% p.a. from 2020 to 2023
+ – number of sites at high risk of water stress or at least one type of weather event 34 in 2023
+ – number of sites with negative or poor risk ratings from the insurance  
+loss prevention risk evaluation
+8 in 2023
+41Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+Climate-related risks and 
+opportunities analysis
+Vesuvius considers the key climate- 
+related opportunities and risks that  
+we foresee impacting the Group  
+over the following short-, medium-  
+and long-term time horizons.
+Short term (2025) 
+Our current strategic plans operate within 
+this time frame. Most of the intermediate 
+sustainability targets approved by the 
+Board were set with 2025 as a deadline. 
+This horizon encompasses our capital 
+expenditure cycle, allowing time to  
+decide, implement and measure the 
+progress of actions.
+Medium term (2035) 
+This is the most likely horizon for the 
+regulatory frameworks (such as the  
+EU Emissions Trading System and Carbon 
+Border Adjustment Mechanism) currently 
+being defined in many regions to reach 
+their full effect. We anticipate that the 
+major adjustments to customers’ footprints 
+and technology investments will be in  
+full swing by then.
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Long term (2050) 
+This deadline has been retained by the  
+UN and many policy-making bodies to set 
+decarbonisation goals. We are committed 
+to reaching net zero by 2050 at the latest.
+The opportunities we have identified  
+are integrated into the Group’s business 
+strategy and are being pursued by the 
+relevant Business Units. See page 1-23  
+in our Strategic Report. 
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Opportunities
+Opportunity Description Impact
+Potential annual impact on trading profit in the short, 
+medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Products and services
+Ability to  
+diversify  
+business  
+activities
+Commercialise refractory solutions  
+for low-CO2 emitting processes in the 
+production of aluminium to replace  
+carbon-based products
+Increased revenue  
+and trading profit
+Minor Minor to 
+moderate
+Minor to  
+major
+Commercialise refractory solutions  
+for hydrogen-based Direct Reduction  
+Iron production and steel to replace 
+traditional refractory products
+Insignificant Insignificant  
+to minor
+Insignificant  
+to high
+Markets
+Access to  
+new markets
+Accelerated growth of the wind  
+turbine market leading to increased  
+sales to foundries serving this market
+Increased revenue  
+and trading profit
+Minor Minor Minor to  
+high
+Accelerated growth of the aluminium 
+castings market for electric vehicles  
+and light-weighting leading to increased 
+sales to foundries serving this market
+Minor Minor Moderate  
+to high
+Accelerated growth of ferrous castings  
+for hybrid vehicles (turbo-chargers)  
+and thin-section castings for internal 
+combustion engines leading to increased 
+sales to foundries serving this market
+Insignificant  
+to minor
+Insignificant  
+to minor
+Insignificant 
+Accelerated growth of the high-technology 
+steel segment
+Minor Minor to high High to  
+very high
+Vesuvius plc Annual Report and Financial Statements 202342
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret object #4 is a "mirror".
\ No newline at end of file
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+Impact categories (trading profit)
+We have assessed our risks and sorted them 
+according to the following classification, 
+which used the same thresholds as for the 
+assessment of principal risks:
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Risks Description Impact
+Mitigating actions being 
+undertaken
+Potential annual impact on trading profit in the 
+short, medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Physical risks
+Increased frequency 
+and severity of extreme 
+weather events 
+(heatwaves, rain  
+and river flooding, 
+cyclones, snow)
+Physical damage 
+to Vesuvius 
+locations  
+and people
+Business 
+disruption due to 
+natural disasters
+Increased cost  
+due to physical 
+damage
+Reduced revenue 
+from business 
+interruption
+Mitigating actions for 
+severe weather events 
+and the associated risks 
+are included in the 
+business continuity 
+plans of plants, and 
+insurance is purchased
+Minor Minor Minor
+Transition risks – Policy and legal
+Carbon taxing/
+emissions rights 
+trading/border 
+adjustment  
+mechanisms  
+introduced  
+or extended
+Increase in 
+manufacturing 
+costs 
+Increased 
+operating costs 
+(main risk in 
+Europe)
+Capex to improve  
+energy efficiency and 
+conversion to non-fossil  
+fuels to eliminate CO2 
+emissions. Relocation  
+of manufacturing to 
+reflect movements in 
+customer base
+Minor Insignificant 
+to moderate
+Insignificant 
+to high
+Transition risks – Market
+Rapid growth of 
+aluminium casting 
+processes for light 
+vehicle castings  
+at the expense of 
+traditional ferrous  
+and other  
+non-ferrous  
+processes (due  
+to conversion to  
+electric vehicles)
+Shift from 
+castings using  
+a high level of 
+consumables to 
+low consumable 
+processes 
+creates risk of 
+revenue loss for 
+the Foundry 
+Division
+Reduced revenue 
+from shrinking 
+market as some 
+traditional 
+castings will 
+disappear or be 
+converted to 
+alternative 
+processes 
+In ferrous, push to 
+develop sales of Feedex 
+and coatings for thin-
+section automotive 
+components, and 
+products for turbo-
+charger casting. Invest  
+in R&D, marketing  
+and sales force. In  
+non-ferrous, develop 
+products for HPDC and 
+LPDC processes and 
+increase penetration  
+in markets with lower 
+usage of refractories
+Minor Moderate  
+to high
+Moderate  
+to major
+Transition from internal 
+combustion engines  
+to electric vehicles  
+will lead to the  
+decline of sand and 
+gravity castings
+Reduced volume 
+of aluminium 
+power train 
+components
+Reduced revenue 
+from shrinking 
+market of 
+consumables  
+for sand and 
+gravity castings
+Adapt product portfolio, 
+focusing on HPDC  
+and LPDC
+Minor Minor to 
+moderate
+Moderate
+Transition from Blast 
+Furnaces – Basic Oxygen 
+Furnaces converted to 
+Direct Reduction Iron or 
+Electric Arc Furnaces 
+(EAF) for iron and  
+steel making
+Share of EAF  
+in total steel 
+production 
+increases
+Reduced size  
+of market  
+where Vesuvius  
+is strongest,  
+leading to weaker 
+positions in the 
+steel market
+Adjust R&D and product 
+development priorities. 
+Redeploy sales force, 
+focusing on EAF market
+Insignificant Minor to 
+moderate
+Minor to 
+moderate
+Risks
+43Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_46.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_46.txt
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--- /dev/null
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@@ -0,0 +1,90 @@
+Tackling climate change continued
+4°C warming scenario 
+‘Good intentions hampered by  
+fear of economic war’
+Incomplete policy and fiscal  
+packages distort competition,  
+slowing down technology 
+development and leading to 
+geographic shifts in steel supply
+3°C warming scenario 
+‘Closed doors’
+Regional/national self-interest 
+drives economic policy, competition 
+wins over cooperation, regulatory 
+framework and technologies  
+evolve differently
+2°C warming scenario 
+‘Global accord’
+High cooperation and commitment  
+to limit emissions facilitates 
+technology development and the 
+transition to a low-carbon world
+Three long-term scenariosClimate change scenario analysis
+Vesuvius has undertaken scenario 
+analysis to seek to quantify the likely 
+impact of climate change on the business 
+and to test the resilience of the Group’s 
+strategy to the changes that lie ahead. 
+We considered three scenarios,  
+modelling the potential financial impact  
+of 2°C, 3°C and 4°C temperature 
+increases on our business.
+Best case scenario
+In formulating our scenarios, we took  
+as our ‘best case’ a 2°C scenario. This 
+was based on the premise that despite 
+the tremendous acceleration of public 
+awareness, regulation, technology 
+development and capital allocation in 
+recent years, we doubt that there is 
+sufficient time for the 1.5°C target to  
+be achieved. We therefore identified  
+our most optimistic scenario as 2°C. 
+Our assumption is that any further 
+acceleration which would allow the  
+planet to get back onto a 1.5°C course 
+would reinforce the main characteristics 
+and accelerate the timeline of our  
+2°C scenario, without fundamentally  
+changing its features.
+From assumptions to strategy
+The scenarios take as their starting point 
+the regulatory and macroeconomic 
+assumptions underpinned by the 
+International Energy Agency’s WEO  
+2020 Stated Policies Scenario and 
+Sustainable Development Scenario. 
+Supplementing this we have identified, 
+for each scenario, the areas of our 
+business in which changes may occur, 
+such as:
+ – The evolution of end-markets;
+ –  Our customer footprint;
+ – The pace and breadth of technology 
+transition in iron and steel making; 
+ – The pace of conversion from fossil fuels 
+to clean electricity and hydrogen; and
+ – The evolution of the aluminium market.
+We then evaluated the potential 
+magnitude of the risks and opportunities 
+in each scenario, and analysed the 
+implications for Vesuvius. We considered 
+our strategic response in terms of: 
+ – Our manufacturing and commercial 
+footprint;
+ –  Our portfolio of products and services;
+ – The conversion of our manufacturing 
+processes to clean energy; and
+ – The prospects for our aluminium 
+casting business.
+With this approach, the impacts  
+on all key areas of the business were 
+covered (sales, R&D, manufacturing  
+and procurement). 
+The outcomes of the scenario analyses 
+have been taken into account in 
+formulating plans for achieving  
+the Group’s strategy.
+Vesuvius plc Annual Report and Financial Statements 202344
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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@@ -0,0 +1,176 @@
+4°C warming scenario – ‘Good intentions 
+hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’
+1
+Regulatory and 
+macroeconomic 
+environment
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), but no Carbon Border 
+Adjustment Mechanism or Tariffs 
+(or insufficient to prevent the 
+transfer of manufacturing away 
+from these regions)
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), and Carbon Border 
+Adjustment Mechanisms or  
+Tariffs to protect their industries 
+from delocalisation 
+All major economies implement 
+carbon pricing mechanisms.  
+The cost of CO2 increases in all 
+regions at a comparable pace
+2
+Conversion of 
+power generation 
+from fossil fuels to 
+clean electricity 
+and hydrogen
+ – Fast growth of non-CO2 
+emitting electricity sources 
+(nuclear and renewable)  
+in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe 
+ – Energy prices differ greatly 
+between Europe and the  
+rest of the world over a long 
+period of time
+ – Coal reduces progressively,  
+but does not disappear.  
+Natural gas continues to  
+grow outside Europe
+ – Hydrogen does not become 
+available on a wide scale and 
+economically competitive  
+until well after 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe. Coal 
+reduces progressively, but does 
+not disappear, natural gas 
+continues to grow outside Europe
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available on a 
+wide scale in the USA and Europe 
+and economically competitive 
+between 2030 and 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in all regions 
+ – The cost of fossil fuels increases 
+significantly (taxation), coal as  
+a source of energy disappears, 
+natural gas starts to reduce
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available  
+on a wide scale and economically 
+competitive between 2030  
+and 2040
+ – Fast electrification of the 
+automotive industry
+ – Fast growth of hydrogen-fuelled 
+heavy vehicles
+3
+Technology 
+transition –  
+iron and  
+steel-making
+ – The transition in blast  
+furnaces to clean processes  
+(e.g. Direct Reduction Iron  
+(DRI), hydrogen, Carbon 
+Capture and Storage (CCS),  
+Carbon Capture, Utilisation  
+and Storage (CCUS)) does not 
+happen on a large scale
+ – US steel producers convert  
+blast furnaces to DRI and 
+Electric Arc Furnaces (EAF) to 
+benefit from the low cost and 
+high availability of natural gas
+ – European iron-making transitions 
+to clean processes (e.g. hydrogen, 
+DRI, CCS, CCUS). The speed of  
+the transition is dictated by the 
+availability of green hydrogen in 
+large quantities
+ – Some US blast furnaces are 
+converted to hydrogen, others  
+to DRI & EAF 
+ – Chinese steel plants convert to 
+clean iron and steel-making 
+processes, albeit at a slower pace
+ – Little or no transition outside 
+China, the EU and USA
+ – Fast transition of iron making to 
+clean processes in all regions; 
+blast furnaces are revamped 
+ahead of their normal schedule
+ – European and Chinese integrated 
+steel-making grows primarily in 
+hydrogen-based iron production, 
+implementing CCS and CCUS 
+technologies as well 
+ – DRI and EAF grow in the US 
+(benefiting from the availability  
+of low-cost shale gas), and Europe
+ – Customers also invest to increase 
+the performance of furnaces, 
+including downstream of casting
+4
+High-technology 
+steel market
+High-technology steel market 
+grows at 0.9% per year
+High-technology steel market grows 
+at 1.2% per year (light-weighting  
+and material efficiency efforts by 
+downstream industries accelerate 
+shift from lower to higher 
+performance grades)
+High-technology steel market 
+grows at 1.6% per year (light-
+weighting and material efficiency 
+efforts by downstream industries 
+accelerate shift from lower to 
+higher performance grades)
+5
+Aluminium 
+market
+Aluminium market grows  
+at 3% per year, especially High 
+Pressure Die Casting (HPDC)  
+and Low Pressure Die Casting 
+(LPDC) processes
+Aluminium market grows at 5% per 
+year (driven by the demand for 
+transportation, construction  
+and packaging) until 2030. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Moderate development of 
+secondary aluminium casting
+Aluminium market grows at 7%  
+per year (driven by the demand  
+for transportation, construction  
+and packaging) until 2025. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Rapid development of secondary 
+aluminium casting
+Potential financial 
+impact by 2035 
+(profit before tax)
+-£5m to £0m £5m to £10m £15m to £20m
+45Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,178 @@
+Tackling climate change continued
+1  
+Regulatory and macroeconomic drivers 
+differentiate our scenarios
+Firstly, effective border adjustment 
+mechanisms to accompany carbon 
+taxation, or cap and trade systems in 
+regions with ambitious emissions reduction 
+objectives, will greatly support the 
+implementation of technologies required 
+to decarbonise steel-making (including the 
+development of hydrogen as the reducing 
+agent). Conversely, the absence or 
+ineffective implementation of border 
+adjustments would lead to significant 
+delocalisation of the steel industry and  
+a displacement of CO2 emissions to  
+other countries rather than a significant 
+reduction on a worldwide scale. The 
+energy crisis which started in late 2021  
+and was particularly acute in Europe,  
+has resulted in additional costs and loss  
+of competitiveness for the European  
+steel industry. In the short term, this was 
+addressed by the temporary stoppage  
+of steel plants. If the energy cost gap  
+with other regions remains over several 
+years, this could result in the permanent 
+closure of steel plants and delocalisation 
+of production to other regions. This  
+shift in our customer footprint would  
+lead to the need to adapt our own 
+manufacturing footprint.
+Secondly, public policy will significantly 
+affect the relative cost and availability of 
+non-CO2 emitting energy sources vs fossil 
+fuels and their associated infrastructures. 
+These will greatly influence the pace  
+of deployment of selected technologies  
+and industries (electric vehicles,  
+carbon-free hydrogen and decarbonised 
+steel-making). Infrastructure, construction  
+and other downstream markets will  
+also be incentivised to reduce steel 
+consumption, accelerating the shift 
+towards high-technology steel. Rising 
+energy costs, as experienced since the  
+end of 2021, will positively affect the 
+growth rate of investment in renewable 
+energies and penetration of electric 
+vehicles in the automotive markets.
+Finally, the level of international 
+cooperation to encourage and support 
+less developed economies to engage  
+in the technology transition will also affect 
+our customer manufacturing footprint. 
+Regulatory and macroeconomic drivers 
+may affect our climate change scenarios  
+in the short, medium and long term.
+2  
+The future of steel 
+All three scenarios assume that the strong 
+connection between world GDP and world 
+steel output will continue, supported by 
+urbanisation and rising living standards, 
+as there is no significant substitute for  
+steel. The fight against climate change is 
+expected to have a far-reaching impact  
+on many different industries translating 
+into the accelerated growth of the 
+high-technology steel segment in which 
+Vesuvius has a key presence. For example, 
+solar and wind power plants, where 
+investment is growing fast, are far more 
+steel intensive per kWh of installed 
+capacity than their fossil fuel equivalents. 
+Likewise, hydrogen transportation, 
+another area of rapid growth, also 
+requires considerable amounts of special 
+grades of steel for new pipelines and ships. 
+With evolutions occurring over many 
+years, this driver will have a stronger 
+impact over the medium and long term 
+than the short term.
+3  
+Technology transition
+Our scenarios consider the pace and 
+extent of the technology transition in iron 
+and steel-making. The Blast Furnace – 
+Basic Oxygen Furnace (BF-BOF) route  
+for steel making is significantly more  
+CO2 intensive than the Electric Arc Furnace 
+(EAF) route. However, EAFs cannot always 
+be used to produce all higher quality steel 
+grades and they rely on the availability of 
+scrap steel (itself a function of the level of 
+economic development). Going forward, 
+quality levels produced by EAFs will 
+continue to improve. 
+Various technologies to decarbonise  
+the BF-BOF route are being developed, 
+including solutions which seek to capture 
+the carbon as it is emitted and either store 
+it or use the carbon in other processes. 
+Alternatively the BF-BOF route may  
+be replaced by a combination of DRI  
+a n d E A F.  
+Hydrogen-based DRI associated with 
+EAFs has the potential to be nearly 
+carbon-free if carbon-free electricity and 
+hydrogen are available. We anticipate 
+that there will be a gradual reduction in 
+steel production via the BF-BOF route  
+and growth in the EAF route. The extent 
+and pace of this change will depend  
+on technologies coming to maturity,  
+the availability of infrastructure  
+(carbon-free electricity and hydrogen), 
+and regulatory frameworks.
+These technologies will require many years 
+to mature and be deployed on a large 
+scale. This driver is therefore expected not 
+to have any impact over the short term, 
+and to reach its maximum impact in the 
+long term.
+Conclusion on strategic resilience 
+Sustainability has always been at  
+the heart of Vesuvius’ business and the 
+Group’s analysis concludes that the 
+opportunities for the Group manifested  
+by the global pressure to mitigate  
+climate change outweigh the risks.  
+Our technology helps our customers 
+improve their process efficiency and  
+their environmental footprint. 
+We estimate the financial impact of the 
+opportunities and risks on the Group will 
+be most adverse under a 4°C scenario  
+and most positive under a 2°C scenario. 
+Under all three scenarios, we expect to 
+benefit from the continuing growth in the 
+production of steel in line with GDP, along 
+with the accelerating shift towards higher 
+performance iron and steel castings,  
+as we support customers to maximise the 
+efficiency and quality of their production. 
+With our technological expertise, strong 
+customer relationships and broad 
+manufacturing footprint, we expect  
+to play a key role in supporting our 
+customers’ efforts to decarbonise  
+their operations. 
+We also believe there is a low downside  
+for Vesuvius in all three scenarios as more 
+than 70% of our business in steel is in  
+the steel casting part of the operation 
+which, as a stand-alone process, is low  
+CO2 emitting (1% to 3% of a steel plant’s 
+CO2 emissions), and which we do not 
+expect to be affected by technology  
+shifts that the decarbonisation of iron  
+and steel-making will require.
+Whilst the electrification of light vehicles 
+and ongoing light-weighting efforts are 
+expected to translate into a shrinking of 
+the market for certain iron castings, it is 
+anticipated that this will be more than 
+compensated for by the growth in other 
+markets such as wind turbines and 
+aluminium castings. 
+We do not anticipate that climate change 
+will lead to any significant changes in our 
+access to capital or require the impairment 
+of assets on a material scale.
+Key factors impacting Vesuvius’ three climate change scenarios
+Vesuvius plc Annual Report and Financial Statements 202346
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #3 is an "owl".
\ No newline at end of file
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new file mode 100644
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+Roadmap to Net Zero 
+We have set intermediate targets in our 
+journey to reach net zero CO2e emissions 
+by 2050 (Scope 1 and Scope 2), in line  
+with the Paris Agreement and the UK’s 
+commitment in the Climate Change  
+Act 2008 (2050 Target Amendment)  
+Order 2019. These emissions encompass 
+the seven GHGs listed by the 
+Intergovernmental Panel on Climate 
+Change in the Kyoto Protocol (CO2,  
+CH4, N2O, HFCs, PFCs, SF6 and NF3). 
+Our preferred metrics to monitor progress 
+with our journey to net zero are energy  
+and CO2e emission intensity (energy 
+consumption and CO2e emissions per 
+tonne of product packed for shipment). 
+These reflect the progress made in our 
+operations better than absolute metrics. 
+Managing this energy intensity not only 
+has environmental benefits, it is also part 
+of our long-term strategy to enhance our 
+cost competitiveness.
+Our targets 
+Our targets cover 100% of Vesuvius’ 
+operations. They are aligned with the 
+Science Based Targets initiative (SBTi) 
+requirements for a well below 2°C global 
+warming scenario and are consistent with 
+the Paris Agreement.
+ – 10% improvement in the Group’s 
+energy intensity between 2019  
+and 2025
+ – 20% reduction in CO2e emission 
+intensity normalised per metric 
+tonne of product packed for 
+shipment (Scope 1 and Scope 2)  
+by 2025 (vs 2019 baseline)
+ – 100% carbon-free electricity by 2030
+ – A reduction in total Scope 1 and 
+Scope 2 CO2e emission intensity  
+of 50% by 2035 (vs 2019 baseline) 
+ – Zero Scope 1 and Scope 2  
+emissions by 2050
+We aim to achieve our decarbonisation 
+goals without the use of any carbon offsets 
+(or only to address residual emissions). 
+The Group Energy CO2e emissions 
+reduction targets have been cascaded  
+to all Business Units, which have built 
+action plans accordingly. Portions of the 
+Group Executive Committee’s Long-Term 
+Incentive Plan and senior management 
+annual variable compensation are linked 
+to the achievement of CO2e emissions 
+reduction targets.
+Our plan 
+Our roadmap to net zero is based on  
+five key areas of focus:
+1    Modernising and upgrading installed 
+equipment to reduce our energy 
+consumption 
+2    Investing to renew equipment to the best 
+available technologies and converting 
+to less CO2e intensive energy sources 
+3    When possible, replacing high CO2e 
+emission electricity (generated from 
+coal or natural gas) with greener 
+electricity or other sources of energy 
+4    Reducing our energy wastage, 
+recovering heat to feed processes  
+and hot water 
+5    Generating clean energy 
+Assumptions and sensitivities
+Some significant assumptions underpin 
+our net zero plan, including:
+ – The availability of the necessary 
+technologies, at an affordable level and 
+at a scale appropriate for our industry, 
+especially for the firing of refractory 
+ceramics and carbon capture
+ – The development of additional 
+production capacity and distribution 
+infrastructure for renewable energy and 
+hydrogen, and their cost competitiveness
+ – Adequate policy support to foster 
+innovation and ensure the cost of CO2 
+emissions will increase the attractiveness 
+of carbon-free processes
+ – No significant change to our business 
+model and product portfolio
+The achievement of our CO2e emissions 
+targets will also be sensitive to:
+ – The growth of revenue, organically,  
+and from acquisitions, and divestitures
+ – Product mix evolution (especially driven 
+by dolime volume, which is the most CO2 
+intensive product line)
+ – Macroeconomic conditions and the 
+capex cycle impacting plant loading 
+(and thereby the energy efficiency of 
+continuous processes)
+1. Re-baselined using pre-acquisition data for the 
+business acquired from Universal Refractories,  
+and BMC from 2019 onwards.
+Scope 2 electricity
+Reach net zeroScope 1 + Scope 2 
+CO2e emissions1
+Reduce the 
+intensity by 20% 
+from the 2019 
+baseline
+Reduce the 
+intensity by 50% 
+from the 2019 
+baseline
+Short term Medium term Long term2025 2035 2050
+Convert to 100% carbon-free 
+sources
+2019
+2030
+Our journey to net zero
+47Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret shape is a "star".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f00f0f067a521250a693b7d2a7e2b7217ef70b09
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@@ -0,0 +1,25 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_50.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_50.txt
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index 0000000000000000000000000000000000000000..6c795ae77245557171fc4a2112c2c122a3a70487
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@@ -0,0 +1,134 @@
+Tackling climate change continued
+The Group supports the transition towards 
+renewable energy sources and cleaner 
+carbon-free technology when possible.  
+Our energy strategy includes an ongoing effort 
+to convert to carbon-free electricity contracts 
+whenever practical and economically 
+manageable, investment in solar panels, and 
+the conversion of processes to electricity as 
+soon as the technology is cost-effective.
+In 2023, nine sites converted to carbon-free 
+electricity contracts, taking the total number  
+to 45, representing 74% of our manufacturing 
+sites and R&D centres of excellence. 
+In 2023, 71% of the grid electricity consumed  
+in our sites was generated from renewable 
+sources, and 75% using processes that did  
+not emit CO2e (renewable and nuclear).
+In 2023, two of our plants became  
+carbon-free and capital expenditure projects  
+for solar panels with a value of £0.9m were 
+approved. Nine sites are equipped with 
+photovoltaic solar panels and 20 sites are 
+investigating solar panel projects. 
+Our Progress – Key Group initiatives  
+for energy conservation and for 
+increasing energy efficiency 
+Since 2019, we have undertaken a number 
+of major projects to significantly reduce 
+the Scope 1 CO2e emissions of the Group  
+by addressing some of its most CO2e 
+intensive installations. 
+We closed the Skawina brick plant, 
+eliminated dirty coke oven gas as a fuel  
+in Wuhan, replacing it with a new natural 
+gas-fired tunnel kiln, transferred the Tyler 
+plant activity to Monterrey, and replaced 
+the burner system of the Olifantsfontein 
+rotary kiln. We also took advantage of the 
+closure of our Chinese plant at Kuatang 
+and the relocation of its activity to replace 
+all drying ovens and kilns with new ones, 
+with an energy efficiency improvement 
+target of 20%.
+In 2022, the Board approved major 
+capacity expansion capital expenditure 
+projects totalling more than £20m. 
+Available technologies and their impacts 
+in terms of energy efficiency and CO2e 
+emissions were systematically considered 
+for these projects, and the most efficient 
+technologies for the purpose selected. 
+We include an environmental impact analysis 
+in the evaluation of each of our capital 
+expenditure projects as these are the key 
+decisions that drive long-term future 
+sustainability performance, and CO2  
+emissions in particular. 
+An internal price for CO2 emissions (Scope 1 
+and Scope 2) is included in the calculation  
+of payback for all investments reaching the 
+threshold for approval by the BU Presidents  
+or Chief Executive.
+Vesuvius views this shadow pricing mechanism 
+as a key tool to ensure that the environmental 
+impact of long-term investment decisions is 
+understood. It seeks to ensure that the best 
+available technology is adopted, even in 
+locations where no external cost for carbon  
+is in place or foreseen. 
+The internal price of CO2 was introduced  
+in 2020. It is reviewed annually by the 
+Sustainability Council and is applicable  
+across all Business Units in all regions. 
+The price is adjusted, taking into consideration 
+both the previous year’s price and the evolution 
+of the European Union Emissions Trading 
+System (EU-ETS) carbon pricing. In 2020,  
+it was initially set at €30 per tonne of CO2.  
+It was raised to €90 per tonne in 2021.  
+The Sustainability Council decided to  
+maintain the internal price of CO2 emissions  
+at €90 per tonne of CO2 for 2023. 
+All Vesuvius plants have targets to reduce 
+energy intensity. We have implemented  
+a structured approach across the Company.  
+We collect and analyse data from the sites, 
+identify gaps and opportunities and eventually 
+target our engineering projects. We select the 
+processes and sites that are the most energy 
+intensive or have the greatest impact, and 
+coordinate the projects centrally. We also 
+share best practices across locations. For 
+example, in one of the most energy-consuming 
+sites, we will improve our process by installing 
+additional nozzles in the spray towers,  
+building on the experience from another 
+Vesuvius site. Many additional initiatives  
+are managed locally.
+In 2023, we strengthened the resources 
+available to oversee our energy efficiency 
+improvement programmes across all locations. 
+We rolled out plans to install meters on all 
+energy-intensive equipment (32 sites are fully 
+equipped) and undertook comparison studies 
+across locations. 
+We are encouraging sites to carry out energy 
+audits and pursue ISO 50001 certification.  
+13 sites carried out energy audits in 2023,  
+and more than 30 have planned audits in  
+2024 and 2025. One site has already obtained 
+ISO 50001 certification. This combination of 
+initiatives allows us to better identify and 
+analyse opportunities and target investments 
+on projects with the largest impact.
+More than 4,400 employees have received 
+training on energy conservation and 
+greenhouse gas emissions reduction.
+In 2023, as a result of thermal processes 
+optimisation and the installation of retrofit 
+solutions, we have reduced energy 
+consumption per year by around 11 GWh and 
+CO2e emissions by 2,720 tonnes versus 2022.
+New capital expenditure worth c.£6m, 
+dedicated to 123 projects with energy 
+efficiency and CO2 emissions reduction as  
+one of their prime objectives, were approved  
+in 2023. 
+1 Carbon-free energy sources
+2 Capital commitments and internal CO2 pricing
+3 Improving our energy efficiency
+Progress in 2023
+Vesuvius plc Annual Report and Financial Statements 202348
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_51.txt
@@ -0,0 +1,101 @@
+Our plan to reach Net Zero
+Our plan to reach Net Zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any 
+carbon offsets (or only to address residual emissions).
+Short term (2025)
+A wide variety of projects have been 
+initiated and more are being considered, 
+to help us deliver our energy efficiency 
+and CO2e emissions reduction targets, 
+including:
+ – Optimisation of process parameters
+ – Introduction of new refractory furniture
+ – Retrofitting of ovens and kilns
+ – Replacement of older and less  
+efficient units
+ – Upgrades of compressors
+ – Replacement of light sources with  
+LED lights
+ – Replacement of diesel-powered forklift 
+trucks with electric forklift trucks
+ – Installation of heat recovery systems  
+in ovens and kilns
+ – Burner setting optimisation and 
+loading and cycle optimisation
+ – Continued conversion of electricity 
+supplies to carbon-free sources
+ – Installation of solar panels
+We endeavour to use the best  
+available technologies to reduce  
+CO2 emissions in all our major  
+capital expenditure projects.
+Medium term (2035)
+We anticipate that further emissions 
+reduction will be possible through further 
+energy efficiency measures (continuation 
+of the short-term actions).
+Technological developments currently in 
+preparation with our partners will allow 
+us to reduce GHG emissions even further. 
+Projects have been launched across  
+a range of activities including:
+ – Electrification of high-temperature 
+manufacturing processes that currently 
+rely on natural gas or LPG. The first 
+investments to replace natural 
+gas-powered ovens with electric ovens 
+were in preparation at the end of 2023
+ – The use of a combination of natural 
+gas and renewable energy such as 
+carbon-free hydrogen to fire refractory 
+materials. We have already started 
+R&D trials with a blend of hydrogen 
+and natural gas 
+ – The use of bio-fuels instead of natural 
+gas. The first trials to convert industrial 
+installations are planned for 2024
+We estimate the incremental capital 
+commitment required by our 
+decarbonisation roadmap until 2035  
+will be approximately £70m (approx. 
+£7m per year). We do not expect the 
+useful economic lives of our existing 
+assets to be materially affected by  
+our plans until 2035. Precise capital 
+expenditure project lists have been 
+defined for the 2025 horizon. We will 
+continue using the internal price of 
+carbon to assess the relative benefit  
+and prioritise projects.
+We also anticipate that changes in our 
+product portfolio towards less energy-
+intensive products (such as resin-bonded 
+and unshaped refractories) will continue.
+Long term (2050) 
+Beyond 2035, the short term and  
+medium term programmes will continue 
+to deliver opportunities.
+We are regularly monitoring the 
+emergence and readiness of new 
+technologies, through our network of 
+suppliers of capital goods, universities 
+and trade associations. In the longer 
+term (2050), various technologies are 
+promising candidates for the near zero 
+emissions curing and firing of refractory 
+products (electricity, carbon-free 
+hydrogen, synthetic gas, biomass).  
+We currently foresee that carbon  
+capture solutions will be available for  
+our industrial application during the 
+2035-2050 period, though most will 
+probably not be available sooner.  
+We are progressively adapting our 
+product and process R&D programmes 
+to explore such opportunities. 
+Capital expenditure requirements and 
+the useful economic lives of our existing 
+assets will depend on the evolution of 
+technologies currently in development.
+Next steps to achieve our Net Zero Plan
+49Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..a87a131a5f9c1d2946d4a6f3a1638e03cbba6a43
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_52.txt
@@ -0,0 +1,115 @@
+Tackling climate change continued
+Our energy consumption and Scope 1 
+and Scope 2 CO2e emissions 
+While Vesuvius’ products differ 
+significantly in the energy intensity of their 
+manufacture, most of our manufacturing 
+processes are not energy intensive nor  
+do they produce significant quantities of 
+waste and emissions. Dolime production, 
+which uses coal to calcine dolomite, is our 
+major emitter of CO2. Dolime and the  
+next six of our 39 main manufacturing 
+processes account for 58% of our energy 
+consumption and 62% of our location-
+based CO2e emissions. These continue  
+to be a clear focus for our investment to 
+reduce CO2e emissions. 
+In January 2023, an incident incapacitated 
+one of our dolime rotary kilns, which 
+resulted in it being out of service for the 
+remainder of the year. As a consequence, 
+the tonnage of dolime produced by the 
+Group in 2023 was considerably lower 
+than in prior years and the Group’s product 
+mix was very different. The Group’s 
+absolute energy consumption, CO2e 
+emissions, energy intensity and CO2e 
+emission intensity reduction were therefore 
+affected by the lower output of dolime  
+as well as performance improvement. 
+The Group’s progress in reducing our CO2e 
+emission intensity was adversely affected 
+in 2023 by lower volumes resulting in lower 
+fill rates for continuous processes and 
+lower energy efficiency. Between 2019  
+and 2023 the Group achieved an overall 
+reduction in energy intensity (normalised 
+to per metric tonne of product packed for 
+shipment) of 14.6%. The pro forma energy 
+intensity reduction, assuming the Group 
+had produced dolime at the normal rate,  
+was 7.2% vs a target of 10% by 2025.
+During the same period, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%. This includes  
+a 38.4% reduction in Energy CO2e 
+intensity, and a 68.1% reduction in Process 
+CO2e intensity, per metric tonne of product 
+packed for shipment. Excluding dolime, 
+the CO2e emission intensity reduction 
+between 2019 and 2023 was 33.2%. If the 
+dolime installation had been operating 
+normally throughout the year, the pro 
+forma 2023 CO2e emission intensity  
+would have been 20.2% lower than  
+in 2019, vs a target of 20% by 2025.
+Scope 1 covers emissions from fuels used in 
+our factories and offices, fugitive emissions 
+and non-fuel process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of electricity, 
+heat, steam and hot water we purchase to 
+supply our offices and factories.
+Scope 3 covers all other direct CO2 and 
+CO2e emissions that occur in the Company’s 
+value chain.
+The conversion by many of our sites  
+to carbon-free electricity contracts  
+has helped our CO2e emissions reduce  
+at a faster pace than our energy  
+efficiency improvements.
+Vesuvius’ total energy costs in  
+2023 were £48.5m, c.2.5% of revenue 
+(£54.6m in 2022, c.2.8% of revenue).  
+South Africa is the only country where  
+we exceed the threshold to be submitted  
+to a carbon tax or an emissions trading 
+scheme. The carbon tax cost in 2023  
+was c.£0.2m (£0.2m in 2022), based on 
+emissions in the prior year.
+Scope 1, Scope 2 and Scope 3 emissions (market-based) 1,2
+In 2023, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO2e emissions were 1,589,332 metric tonnes.
+Metric tonnes CO2e
+2023 2022 2021 2020 2019
+Metric 
+tonnes1 %1
+Metric 
+tonnes1 %1
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric  
+tonnes %
+Scope 1 Process 
+CO2e emissions 29,637 1.9% 91,276 5.5% 101,121 5.1% 88,516 5.3% 106,737 6.0%
+Scope 1 Energy 
+CO2e emissions 139,241 8.8% 191,396 11.5% 20 8,192 10.4% 182,660 10.9% 214,845 12.1%
+Scope 1 Fugitive 
+emissions 1,037 0.1% 2,207 0.1% 1,398 0.1% 1,080 0.1% 992 0.1%
+Scope 1 CO2e 
+emissions 169,914 10.7% 284,879 17.2% 310,710 15.5% 272,257 16.2% 322,573 18.2%
+Scope 2 CO2e 
+emissions 
+(market-based) 37,961 2.4% 55,861 3.4% 83,175 4.2% 92,360 5.5% 108,631 6.1%
+Scope 3 CO2e 
+emissions 1,381,457 86.9% 1,318,207 79.5% 1,605,873 80.3% 1,311,807 78.3% 1,341,498 75.7%
+Total  1,589,332 100% 1,658,947 100% 1,999,759 100% 1,676,424 100% 1,772,702 100%
+1.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards.
+2.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Vesuvius plc Annual Report and Financial Statements 202350
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..4c81ec31f98031023b2a567db9f6534fa7a380e0
--- /dev/null
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+Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)1,2,3
+2023 Pro forma 
+v 20192
+Actual
+2023 v 2019
+2023  
+Pro forma2 20231 20221 20211 20201 20191
+Total energy consumption  
+(million kWh) 896 1,085 1,189 1,056 1,205
+Energy consumption per metric 
+tonne of product packed for 
+shipment (kWh/MT) -7. 2% -14.6% 1,145 1,054 1,161  1,118  1,173   1,234
+Notes: 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei 
+Magnesium Co., Ltd).
+2. Pro forma: performance as if the dolime process had been operating normally throughout 2023 and re-baselined using pre-acquisition data for the business 
+acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards. 
+3. The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Greenhouse Gas (GHG) reporting
+We have reported to the extent reasonably 
+practicable on all the emission sources 
+required under Part 7 of the Accounting 
+Regulations which fall within our Group 
+Financial Statements.
+Statutory reporting is location-based 
+according to the GHG Protocol.
+All sites report their energy consumption 
+and GHG emissions on a quarterly basis. 
+Performance and variation are analysed, 
+and improvement plans built accordingly.
+2019 was selected as the baseline for  
+all energy and GHG emissions data and 
+targets, absolute and relative, as this  
+was the last year of normal trading prior  
+to the COVID-19 pandemic. Progress is 
+measured against the 2019 performance.
+The Group also meets all its obligations in 
+relation to the Producer Responsibility 
+Packaging Waste regulations and the 
+Energy Saving Opportunity Scheme by 
+which the UK implemented the EU Energy 
+Efficiency Directive.
+Vesuvius plc statement of verification
+Scope 1, Scope 2 and Scope 3 carbon footprint reporting 
+and supporting evidence contained herein for the period  
+1 January 2019 to 31 December 2023 covering GHG 
+emissions as CO2e in metric tonnes , CO2e intensity in 
+metric tonnes of CO2e per metric tonne of product packed 
+for shipment, energy consumption in kWh and energy 
+intensity in kWh of energy per metric tonne of product 
+packed for shipment, Location based and Market based, 
+were verified by Carbon Footprint Ltd in accordance  
+with the ISO 14064 Part 3 (2019): Greenhouse Gases: 
+Specification with guidance for the verification and 
+validation of greenhouse gas statements.
+A copy of the limited assurance statement can be found  
+on our website: www.vesuvius.com.
+51Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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new file mode 100644
index 0000000000000000000000000000000000000000..2c804783f69f3f4a2006734625e7d0fa57b83936
--- /dev/null
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+Tackling climate change continued
+Global GHG emissions and energy consumption  
+Location-based statutory reporting (Operational Control Boundary)1,2,3,4,5,6
+Emissions  
+and energy 
+sources
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2023 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20232
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2022 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20222
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+energy 
+used 
+‘000 kWh 
+2023 
+Global 
+energy  
+used  
+‘000 kWh
+20232
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+UK and 
+Offshore 
+energy 
+used  
+‘000 kWh
+2022
+Global 
+energy  
+used  
+‘000 kWh 
+20222
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+Combustion of fuel and operation of facilities including fugitive emissions (Scope 1)
+2.150 170 1.3% 2.266 285 0.8% 11,343 699,011 1.6% 11,839 877,757 1.3%
+Electricity, heat, steam and cooling purchased for own use (Scope 2)
+0.385 93 0.4% 0.554 98 0.6% 1,905 196,612 1.0% 2,740 205,859 1.3%
+Total GHG emissions and energy
+2.535 263 1.0% 2.819 383 0.7% 13,248 895,622 1.5% 14,578 1,083,616 1.3%
+Change
+-10.1% -31.3%    -9.1% -17. 3%     
+Vesuvius’ chosen intensity measurement 
+(location-based statutory reporting)1,2
+Metric tonnes CO2e per metric tonne of  
+product packed for shipment
+kWh of energy per metric tonne of  
+product packed for shipment
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+Emissions and energy reported above 
+normalised to metric tonnes CO2e  
+per metric tonne of product packed 
+for shipment 3.505 0.310 4.090 0.426 18,315 1,054 21,150 1,207
+Change -14.3% -27.4%   -13.4% -12.7%   
+Metric tonnes of CO2e per £m revenue
+Total GHG emissions as metric tonnes 
+CO2e per £m revenue (location-based) 20.6 136.3 22.2 192.1
+Change -7.0% -29.0%
+1.  Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO 2e) and energy consumption (‘000 kWh). The numbers are collated from 
+entities within the Group’s Operational Control Boundary. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards. 
+3.  In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our 
+location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO 2e. We report in metric tonnes of CO 2 equivalent (CO 2 e). We have used emission 
+factors from the UK Government’s (Defra) and the IEA GHG Conversion Factors for Company Reporting 2023 in the calculation of our GHG emissions.
+4.  Our energy-related greenhouse gas (GHG) emissions, reported as carbon dioxide equivalents (CO 2e), include direct emissions of the three main GHGs  
+(carbon dioxide (CO 2), methane (CH 4) and nitrous oxide N 2O).
+5.  Process related emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct methane CH 4 emissions and Direct nitrous oxide  
+N2O emissions.
+6.  Emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF 6) emissions; Direct HFC emissions;  
+and Direct PFC emissions.
+Fuel consumption, emissions and normalised emissions for the main fuels consumed across the Group  
+(location-based (Operational Control Boundary) statutory reporting) 
+In 2023, the Group’s normalised energy 
+consumption decreased by 12.7% to  
+1,054 kWh per metric tonne (2022: 1,207). 
+Location-based emissions decreased by 
+27.4% to 0.310 metric tonnes of CO2e  
+per metric tonne of product packed  
+for shipment (2022: 0.426) and market-
+based emissions decreased by 35.5%  
+to 0.245 metric tonnes of CO2e per metric 
+tonne of product packed for shipment 
+(2022: 0.380).
+A significant reduction in CO2e resulted 
+from reductions in the production of 
+dolime following the incident in January 
+2023, which incapacitated one of our 
+rotary kilns. The remaining decreases were 
+primarily driven by changes in production 
+volumes and product mix. Natural gas use 
+decreased by 8%, electricity consumption 
+by 4% and coal (a CO2 intensive fuel) 
+consumption by 67%, to 8,900 metric 
+tonnes (2022: 27 ,231 metric tonnes).
+During 2023, the Group also consumed 
+287 cubic metres of diesel (-1.8% on 2022: 
+292) primarily in the operation of forklift 
+trucks on its sites, and 165 cubic metres of 
+fuel oil, an increase of 0.2% (2022: 164.8). 
+In total, 482 cubic metres of oil was used  
+as fuel in 2023 (5.5% up on 2022: 457).
+Vesuvius plc Annual Report and Financial Statements 202352
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret object #2 is a "watch".
\ No newline at end of file
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new file mode 100644
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+Scope 3 emissions
+Vesuvius’ Scope 3 CO2e emissions, mainly 
+upstream, contribute to a greater part of our 
+total CO2e emissions than our Scope 1 and 
+Scope 2 emissions. Our products are used by 
+customers whose processes emit significant 
+amounts of CO2. They serve to contain and 
+protect liquid metal and manage its flow, but 
+do not participate in the heating operations 
+or chemical reactions that lead to CO2 
+emissions. Emissions associated with the 
+processing or use of our products are hence 
+very limited. More specifically:
+ – Some products require drying or 
+pre-heating prior to use by our 
+customers. Emissions generated during 
+these operations are included in the 
+Processing of sold products category
+ – Refractory materials do not require 
+energy during their use; having 
+undergone high temperature processes 
+during their manufacturing, they are 
+inert and do not release any greenhouse 
+gases during their use. 
+ – Some non-refractory products contain 
+chemicals, which will be partially burnt 
+during usage by our customers. 
+Emissions due to the combustion of 
+chemicals are included in the Use of  
+sold products category. 
+Since 2021, we have undertaken a focused 
+evaluation of emissions associated with 
+raw materials, using publicly available 
+average CO2 emissions factors. We have 
+also collected information on energy 
+source, CO2 emissions data and reduction 
+plans from our raw materials suppliers as 
+part of our Request for Quotation process. 
+In 2023, we concentrated on the four raw 
+material categories that account for an 
+estimated half of our Scope 3 emissions 
+from acquired products and services.  
+We provided our suppliers with training 
+and evaluation tools to help them assess 
+their Scope 1 and Scope 2 emissions. In 
+China our workshop on ‘Sustainability  
+and CO2 emissions’ had 55 attendees 
+representing 35 suppliers. 
+Suppliers representing 54% of our raw 
+material spend have provided disclosures 
+to date.
+We have also started collecting CO2 
+emissions data relating to transportation 
+from our forwarders in all regions. In 2023, 
+the CO2 emissions data that we received 
+from our forwarders covered 45% of  
+our transportation spend (upstream  
+and downstream), and we were able to 
+evaluate CO2 emissions covering a further 
+43% of our transportation spend using 
+operational data and DEFRA conversion 
+factors. The remainder of our CO2 
+emissions from upstream and downstream 
+transportation (12%) was estimated based 
+on spend and DEFRA conversion factors. 
+Various initiatives have been launched  
+to reduce our Scope 3 CO2 emissions, 
+including returnable packaging, the 
+electrification of company fleet  
+vehicles and arrangements for  
+collective commuting. 
+Scope 3 emissions1,2,3,4,5,6
+Metric tonnes CO2e
+20232 20222 2021 2020 2019
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Purchased goods  
+and services 1,066,129 77% 1,038,969 79% 1,342,387 84% 1,104,823 84% 1,127,065 84%
+Capital goods 39,992 3% 33,369 3% 22,007 1% 19,818 2% 25,087 2%
+Fuel- and energy-related 
+activities (not included in 
+Scope 1 or 2) 37,0 8 8 3% 45,551 3% 50,931 3% 36,845 3% 42,332 3%
+Upstream transportation 
+and distribution 39,086 3% 45,572 3% 39,887 2% 23,946 2% 26,104 2%
+Waste generated  
+in operations 15,228 1% 15,364 1% 14,428 1% 11,961 1% 3,632 0%
+Business travel 11,443 1% 9,578 1% 5,128 0% 4,670 0% 10,724 1%
+Employee commuting 20,374 1% 21,253 2% 21,653 1% 21,561 2% 22,303 2%
+Upstream leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Downstream 
+transportation and 
+distribution 80,896 6% 38,899 3% 34,912 2% 23,529 2% 25,700 2%
+Processing of sold products 14,924 1% 15,779 1% 14,078 1% 13,902 1% 14,371 1%
+Use of sold products 34,194 2% 32,914 2% 37,460 2% 31,834 2% 39,645 3%
+End-of-life treatment  
+of sold products 22,103 2% 20,959 2% 23,002 1% 18,918 1% 4,535 0%
+Downstream  
+leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Franchises 0 0% 0 0% 0 0% 0 0% 0 0%
+Investments 0 0% 0 0% 0 0% 0 0% 0 0%
+Total Scope 3  
+CO2e emissions 1,381,457 100% 1,318,207 100% 1,605,873 100% 1,311,807 100% 1,341,498 100%
+1. In 2023, the GHG Protocol managed Quantis Scope 3 evaluator tool was withdrawn, so Vesuvius now utilises the Sustrax platform, which offers the possibility to 
+evaluate Scope 3 emissions at a greater level of detail. The Sustrax tool relies on the UK Government DEFRA methodology, categories, and emission conversion 
+factors. Wherever possible we used activity data which relies on information that is specific to the organisation, and therefore is much more accurate than the 
+spend base method. Our Scope 3 emissions for the 2019 to 2022 period were re-evaluated using the improved new approach to ensure comparability over time. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired late 2022 is included in 2023 and onwards. 
+3.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+4.  Conversion factors for GHG emissions and energy used the 2023 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for 
+GHG emissions for electricity globally used the IEA Emission Factors 2023. 
+5. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for years 2019-2023.
+6.  Scope 3 2023 Upstream subtotal 1,229,340 Metric Tonnes (89%) Downstream subtotal Metric Tonnes 152,117 (11%).
+53Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Product responsibility – Growing our engagement in the circular economy
+The drive to improve the sustainability 
+performance of Vesuvius and the 
+refractory industry’s products was 
+initiated many decades ago. Continuous 
+improvements have led to considerable 
+reductions in both the raw materials used 
+and the quantity of product shipped to 
+landfill. As the amount of refractory 
+material consumed per tonne of steel 
+cast levels off, the purpose and value of 
+the use of refractory materials will move 
+from delivering insulation to an even 
+greater emphasis on helping to improve 
+steel quality and process efficiency.
+Product durability
+Our first, and preferred, strategy to reduce 
+the depletion of resources is the extension 
+of product durability. 
+We are continuously working to extend  
+the lifetime of our consumable products. 
+Strategies include the development  
+of advanced materials, the design of  
+shapes that allow dual usage of products, 
+and product repair and remanufacture.  
+For mechanisms and equipment, we also 
+offer wear monitoring and maintenance 
+services to our customers to ensure their 
+optimum performance and extend  
+their lifetime. 
+Product recyclability
+At the same time as reducing the quantity 
+of raw materials required for each  
+casting, technical solutions have emerged 
+to enable the recycling of refractory 
+materials after usage in the production  
+of iron and steel. Whereas in the early 
+1970s nearly all refractory materials  
+were disposed of after use, it is estimated 
+that more than half are now recycled.  
+In Europe, as little as 5% of refractory 
+materials now go to landfill.
+As part of our product end-of-life 
+management programme, we are 
+developing selected initiatives with 
+customers, tailored to each product  
+family, such as:
+ – Recovery and remanufacture of 
+products after usage 
+ – Recovery and recycling of refractory 
+materials after usage 
+ – Recycling of mechanisms as scrap steel
+ – Refurbishment of lasers and 
+redeployment, or disassembly and 
+recycling of components
+Recovered and recycled materials
+Vesuvius is determined to increase the 
+usage of recovered and recycled materials 
+in its product formulations.
+Increasing the share of recovered  
+and recycled materials in product 
+formulations poses multiple challenges,  
+in terms of availability, consistency of 
+quality, competitiveness versus virgin 
+materials whose prices fluctuate, 
+regulatory frameworks for the 
+transportation of end-of-life waste 
+materials, and validations to ensure  
+that product performance and reliability 
+remain unaffected. 2023 performance 
+was adversely affected by these factors, 
+which remain a concern going forwards.
+Recycled material usage1,2
+2023 
+Pro forma3 2023 2022 2021 2020 2019
+Amount of recycled 
+materials used in 
+Vesuvius products 
+(metric tonnes) 65,497 66,137 76,482 57,035 68,373
+Amount of recovered 
+materials that are not 
+recycled used in Vesuvius 
+products (metric tonnes)4 0 0 0 0 0
+Percentage of recycled  
+materials in Vesuvius 
+products from total 
+materials 5.7% 6.5% 5.8% 5.9% 5.3% 5.7% 
+Percentage of revenue 
+from products including 
+recycled materials 20.7% 20.4% 21.0% 19.6% 18.7% 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. 
+(Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards.
+2. The numbers are collated from entities within the Group’s Operational Control Boundary.
+3.   Pro forma: performance as if the dolime process had been operating normally in 2023 (based on  
+the average output and performance of 2019 to 2022).
+4.   All recovered materials undergo some processing before their usage in our products. Therefore, they 
+are all included in the recycled materials category, and the recovered materials category is empty. 
+Vesuvius plc Annual Report and Financial Statements 202354
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Reducing consumption
+Material waste
+The Board has set a target of a 25% 
+reduction of our solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment by 2025  
+(vs the 2019 baseline).
+Manufacturing sites have started building 
+action plans covering both hazardous and 
+non-hazardous waste to eliminate, reduce 
+and recycle. A wide range of actions have 
+been initiated to reduce the amount of 
+waste, such as closed conveyor and dust 
+extraction systems, process improvements 
+to reduce scrap and process waste 
+generation, re-engineering of product 
+recipes to include internally recycled 
+material, and identification of recycling 
+opportunities in other industries for 
+by-products. 
+In 2023, the ratio of solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment reduced by 
+13.4% vs 2019, (2022: reduced by 9.1%). 
+The 2023 performance was notably 
+affected by the partial interruption to 
+dolime production in 2023. During the year 
+a few sites also disposed of waste material 
+that had been accumulated over a long 
+period of time. Waste material quantities 
+were reassigned to the year during which 
+they were generated, and waste figures 
+adjusted accordingly.
+Water consumption 
+We aim to reduce both the amount of fresh 
+water consumed in our manufacturing 
+process and social water consumption. 
+The main area of focus is the reduction of 
+wastewater. Vesuvius works to reduce the
+consumption of water in its manufacturing 
+operations by recycling and improving 
+water management processes. No salt 
+water or cooling water is abstracted,  
+with no related outflow. Various 
+technological solutions have been 
+implemented to reduce our water 
+consumption and wastewater. Most 
+noteworthy, in the past five years: 30 sites 
+have implemented measures to minimise 
+water consumption in grinding, cleaning, 
+degreasing, and rinsing processes; 18 sites 
+have upgraded technology or equipment 
+to significantly reduce water consumption; 
+and ten sites have implemented rainwater 
+harvesting systems. 
+In 2023, our overall fresh water consumption 
+per tonne of product packed for shipment 
+decreased by 0.6% vs our baseline of 2019. 
+As with energy use, normalised consumption 
+of water varies with product mix.
+Five-year evolution of fresh water consumption
+% change 
+2023/2019 20231 20221 20211 20201 20191
+Water in m3 -13.6% 744,531 683,485 755,366 756,522 861,556
+Water in m3 used per metric tonne of product packed 
+for shipment -0.6% 0.876 0.732 0.710 0.840 0.882
+Water in m3 used per £ million revenue -27.0% 386 343 452 534 529
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards.
+Wastewater
+The Board has set a target for the Group to 
+reduce the amount of wastewater per metric 
+tonne of product packed for shipment by 
+25% by 2025 (vs the 2019 baseline). 
+We are focused on reducing water 
+consumption and the volume of 
+wastewater discharged. Thirty-one sites 
+reclaim and reuse some water after usage 
+and 30 sites have made investments in 
+wastewater treatment installations. We 
+have action plans in place to reduce our 
+wastewater generation globally, including: 
+ – Replacing wet scrubbing systems for 
+particulate removal with dry filter systems
+ – Optimising cleaning processes
+ – Detecting and addressing water 
+leakages above and underground,  
+and implementing preventative 
+maintenance programmes
+ – Optimising production schedules to reduce 
+the need for cleaning between recipes
+Environmental exceedances
+Vesuvius is committed to addressing 
+environmental exceedances and 
+complying with local regulations. All 
+exceedances are reported in a central 
+database. Any significant exceedance  
+or environmental incident is reported  
+to the Group Executive Committee.
+In 2023, Vesuvius recorded 70 mostly 
+minor environmental incidents. Of these,  
+two related to emissions to air, six to 
+emissions to water and 62 to ground. 
+Seven manufacturing sites were engaged 
+in discussions with neighbours over 
+environmental issues, mostly due to noise 
+or smell. Five sites were engaged in 
+discussions over minor environmental 
+compliance issues with local authorities.
+Total environmental releases across the 
+Group in 2023 are estimated to have 
+totalled 44.4 metric tonnes (including 
+30.9 metric tonnes of water-based 
+materials) and 12.4 m3 of hydrocarbons, 
+with the balance being solids and powders 
+(1.1 metric tonnes).
+All 2023 reported releases to water  
+and all but three to the ground were fully 
+contained. One release to ground involving 
+hydrocarbons required remedial work,  
+the other two were water based and  
+were also cleaned up.
+Where incidents occur, they are managed 
+via Vesuvius’ site environmental response 
+plans and reported through the Vesuvius 
+incident reporting system. We comply  
+with local reporting requirements in 
+respect of such incidents. Two regulatory 
+actions issued in 2021 against Vesuvius  
+in Belgium remain open; action plans to 
+address them are being implemented.  
+No action was taken by any authority in 
+relation to an environmental incident in 
+2023 which resulted in financial penalties 
+against Vesuvius.
+(Metric tonnes)
+% change 
+2023/2019 
+Pro forma1
+% change 
+2023/2019
+2023 
+Pro forma1,2 20232 20222 20212 20202 20192
+Ratio of wastewater per tonne 
+of product packed for shipment3 -11.6% -4.0% 0.242 0.263 0.258 0.251 0.273 0.274
+1. Pro forma: performance as if the dolime process had been operating normally in 2023 (based on the average output and performance of 2019 to 2022).
+2.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards. 
+3. Some Vesuvius sites include social water in their wastewater reporting.
+55Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our products have the potential to help 
+customers reduce and avoid greenhouse 
+gas emissions when compared with their 
+current practices, by amounts that  
+far exceed the emissions required to 
+manufacture and distribute them. 
+Our customers in the iron, steel and 
+aluminium industries are embracing  
+the challenge of dramatically reducing  
+their CO2 emissions. Many have pledged  
+to reach net zero by 2050. They are 
+investing heavily to transform their 
+manufacturing technologies for the long 
+term, working on a range of initiatives 
+including the direct reduction of iron with 
+carbon-free hydrogen and the replacement 
+of carbon anodes in aluminium smelting. 
+We contribute to their efforts through 
+technology partnerships and developing 
+new products for the next generation zero 
+emissions aluminium, iron and steel-making 
+processes. We help them to evaluate the 
+CO2 emissions reduction our products bring 
+to their complete value chain. 
+Product lifecycle assessments/ 
+assessing our portfolio 
+We have created a Product Sustainability 
+Benefits Scorecard to evaluate the 
+sustainability benefit of our products over 
+their full product life cycle (raw materials, 
+manufacturing, transportation, use phase 
+and end of life), rating our products 
+against standard market products. By the 
+end of 2023, we had assessed 97% of our 
+revenue from consumable products using 
+this internal scorecard. Of our 2023 sales, 
+18.2% were generated from products with 
+superior sustainability characteristics 
+(17.9% in 2022). 15.6% of 2023 sales were 
+generated from products with superior 
+performance in terms of customer CO2 
+emissions. Our objective is to continue 
+growing this share of our product  
+portfolio year after year.
+Sustainable solutions
+Improves users’ 
+comfort, health 
+and safety
+Safety in manufacturing and transportation
+Safety during usage
+Exposure to health hazards
+Limits our 
+impact on 
+natural 
+resources
+Product weight
+Product lifetime
+Recycled materials
+Minimises 
+energy 
+consumption 
+and emissions
+Cradle to grave greenhouse gas emissions
+Reduced and avoided CO2 emissions for the customer
+Volatile compounds emissions
+Reduces waste, 
+avoids landfill 
+and increases 
+recycling
+Waste generation during manufacturing and usage
+Recyclability after usage
+Supporting our customers’ journey to net zero 
+Vesuvius is committed to growing its contribution to a sustainable world,  
+through products and services that improve safety, maximise environmental 
+performance, reduce greenhouse gas emissions and contribute to the  
+circular economy
+Product sustainability benefits scorecard
+Sustainable R&D
+Vesuvius invests significantly in new 
+product development, working closely with 
+customers through our network of account 
+managers and service teams, and holding 
+regular technical and R&D meetings, to 
+offer optimised solutions for their specific 
+needs. We have a unique combination of 
+expertise covering a wide range of fields 
+including metallurgy, refractory ceramics, 
+robotics and mechatronics, and IT. 
+When designing new products, we look  
+at our customers’ current and future 
+challenges, needs and expectations, 
+combine this with information we have 
+collected from our analysis of past issues, 
+and seek to achieve both incremental 
+improvements and breakthrough 
+innovations in safety, robustness,  
+reliability and performance, to steer  
+the development of next-generation  
+products and services.
+Using the Product Sustainability  
+Benefits Scorecard, we have undertaken  
+a complete assessment of the pipeline  
+of R&D and new product development 
+projects, to check from the design stage 
+that the projects are aligned with our 
+sustainability ambitions and more 
+specifically contributing to the fight 
+against climate change by reducing  
+CO2 emissions. We use this information  
+to adjust priorities and allocate resources. 
+We consider products that have better 
+sustainability characteristics than those 
+already on the market, to be ‘market-
+leading sustainable products’.
+The challenge of decarbonising  
+iron-making and aluminium smelting, 
+requires the development and 
+industrialisation of radically new 
+technologies. We complement our internal 
+efforts with partnerships with over a dozen 
+research institutions, universities and 
+strategic customers, working to develop 
+the refractory solutions that will support  
+these novel processes.
+Vesuvius plc Annual Report and Financial Statements 202356
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Product safety and quality
+Vesuvius’ investment in sustainability
+At the core of our business is the desire  
+to help our customers improve their 
+operational performance and efficiency. 
+Customers rely on the quality of our 
+products, and their structural integrity,  
+to ensure the safety of their employees  
+by controlling the flow of molten metal  
+in their operations.
+The reliability and performance of our 
+products are critical to our customers  
+in terms of safety on the shop floor,  
+overall equipment effectiveness, labour 
+productivity and metal yield, and their 
+environmental impact (reducing energy 
+consumption, CO2 emissions and 
+refractory material waste).
+Many of our products allow our customers 
+to achieve improved metallurgical 
+properties in their products, for example, 
+allowing the production of better wind 
+turbine components or the light-weighting 
+of vehicles.
+Product safety and quality
+New product development
+Product safety is paramount to us.  
+We have implemented a wide range  
+of practices to optimise the safety  
+and quality performance of our  
+products in use, reduce failures and 
+increase their lifetime.
+We follow a strict stage-gate process  
+for the development of new products, 
+ensuring that safety performance 
+objectives are defined from the initial 
+stages and progressively completed up  
+to the product launch. Key deliverables 
+include risk assessments, preparation of 
+user and maintenance documentation, 
+manufacturing control plans, and Vesuvius 
+and customer operator training. We 
+undertake extensive testing through 
+rigorous alpha and beta trials, with 
+systematic trial reports to confirm that 
+targeted performance and robustness 
+objectives are met and to allow for 
+fine-tuning before product launch.  
+Safety data sheets are available for  
+all consumable products.
+The development of human-centred 
+robotic solutions for steel shops reduces 
+the ergonomic strain on our customers’ 
+operators together with their exposure  
+to high temperatures. 
+Safety and quality in use – product feedback
+Our constant performance monitoring 
+develops deep and lasting relationships 
+with our customers. 
+After product launch, whenever a 
+safety-related incident (an injury or  
+a dangerous occurrence) occurs at one  
+of our customers that may have involved  
+a Vesuvius product or service, it is 
+systematically reported and investigated. 
+Likewise, all quality and performance 
+issues raised by the Vesuvius field teams  
+or by customers are systematically 
+reported, documented and classified, 
+based on their nature and severity.
+Issues and incidents are dealt with through 
+a rigorous problem-solving methodology 
+and in-depth investigation using the 8D 
+practical problem-solving methodology. 
+This ensures we identify root causes, 
+implement corrective actions, and prevent 
+them recurring. The outcome of the 
+investigation, including root causes and 
+corrective actions, is shared with the 
+customer and lessons learned are 
+incorporated into the design of following 
+generations of products. 
+16.0%
+17.5%
+17.9%
+2020
+2021
+2022
+2019 14.5%
+% of sales generated by market-leading sustainable products*
+2023 18.2% 
+* Using Vesuvius’ internal scorecard.
+83%
+of ongoing new product development 
+projects were dedicated to  
+market-leading sustainable products
+New sustainable products
+The scope of work of the  
+Group’s central functions and 
+processes R&D teams covers 
+fundamental research, new  
+product development projects,  
+the evaluation of raw materials,  
+and support to operations.  
+In 2023, 83% of ongoing new 
+product development projects  
+were dedicated to market-leading 
+sustainable products
+57Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #1 is an "elephant".
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+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
+The secret flower is "lavender".
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+We provide our employees with a safe workplace, where they are recognised, 
+developed and properly rewarded
+Safety is our top priority and our 
+overriding commitment to health  
+and safety is embedded throughout  
+the organisation. 
+Our approach is to identify, eliminate, 
+reduce or control all workplace risks, and 
+an ongoing system of training, assessment 
+and improvement is in place to focus on 
+achieving this. We remain fundamentally 
+committed to protecting the health and 
+safety of employees, contractors, visitors, 
+customers and any other persons affected 
+by our activities.
+We want to become a zero-accident 
+company and are striving to become  
+a best-in-class organisation for safety 
+performance and leadership.
+Our beliefs
+1 Good Health and Safety is  
+Good Business
+2 Safety is everybody’s responsibility 
+3 Working safely is a condition  
+of employment
+4 All work-related injuries and work-
+related ill-health are preventable
+Health and safety governance
+The Board has overall responsibility  
+for health and safety-related matters  
+and delegates authority for the 
+management of the health and safety 
+performance of the business to the  
+Chief Executive. The Health and Safety 
+Policy is signed by all members of the 
+Group Executive Committee and the 
+Business Unit Presidents are responsible 
+for its deployment.
+The Board receives regular information  
+on every Lost Time Injury and key safety 
+performance indicators. In addition, the 
+Board carries out a biannual review of 
+health and safety performance. Annual 
+presentations of Business Unit strategy 
+include health and safety. 
+Group safety audits
+The Group operates a central safety 
+auditing team of three auditors, each  
+with more than ten years’ experience, who 
+report to the VP Sustainability. The team’s 
+main purpose is to verify the deployment 
+and ongoing application of the Group’s 
+standards and policies in our locations, 
+including our manufacturing sites, R&D 
+facilities and the customer locations  
+in which a significant number of our 
+employees operate daily. Each audit  
+also includes an assessment of the site’s 
+HSE leadership. During 2023, the team 
+conducted 66 audits (2022: 65). 
+Health, safety and well-being at work
+Our people
+We commit to:
+ – Abide by simple and non-negotiable 
+standards
+ – Report transparently and thoroughly 
+investigate any incident to learn,  
+share, and avoid repeats
+ – Undertake risk assessments to identify 
+hazards, prioritise any deficiencies  
+and correct them in an appropriate  
+way, as well as to develop appropriate  
+safe work procedures
+ – Ensure every business facility follows  
+the agreed health and safety plans, 
+committing to: reduce the frequency and 
+severity of injuries; improve workstation 
+ergonomics; prevent exposure to hazardous 
+substances; and minimise the risk of 
+occupational diseases
+ – Increase awareness about health and safety 
+issues and provide training for all new 
+employees and contractors
+ – Ensure every business facility has an 
+appointed Health and Safety Manager
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Health & Safety Policy
+Following each audit, action plans are 
+created by the site management teams to 
+address any issues identified and work on 
+completing these is assessed on a regular 
+basis. The observations made during 
+audits are used to improve the Group’s 
+training programmes and to enhance  
+the Group’s health and safety standards. 
+The results of the Group HSE audits,  
+as well as the progress of action plans 
+addressing the most critical issues, are 
+reported to the Board twice a year. 
+Sites are also encouraged to carry out 
+self-assessments, based on the Group 
+safety audit compliance checklist,  
+to monitor their progress.
+Safety audits and improvement opportunities
+In 2023, 83% (2022: 82%) of our working 
+population performed routine safety 
+audits every month. This generated  
+an average of nine (2022: nine) 
+implemented safety improvement 
+opportunities per person, resulting  
+in an improvement in worker safety. 
+The audit programme involves employees 
+at all levels – from the Group Executive 
+Committee and safety specialists, through 
+to local site management, employees and 
+directly supervised contractors. 
+Vesuvius plc Annual Report and Financial Statements 202358
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+2023 safety performance
+Our Lost Time Injury Frequency Rate 
+(LTIFR) of 0.6 per million hours worked in 
+2023 was significantly lower than 2022 
+(1.08), but we recognise that there is more 
+work left to do. The LTIFR for not directly 
+supervised contractors and visitors was  
+1.6 in 2023 (2022: 1.02), and this remains 
+an area of focus for our efforts.
+Fatalities and severe injuries
+There were no work-related fatalities in 
+2023, but sadly one of our colleagues  
+was killed in a road traffic accident whilst 
+commuting. Vesuvius provided support  
+to his family. 
+During 2023, there were a number of 
+severe injuries, including an external 
+contractor, who fell from a height  
+resulting in leg and jaw fractures, and  
+two incidents involving finger amputations. 
+We are actively taking steps to learn from 
+these severe injuries and to improve our 
+systems and procedures to prevent any 
+similar occurrences.
+Lost time and medically treated injuries
+Vesuvius operates a robust and 
+comprehensive process for the timely 
+reporting of incidents. In our internal 
+standards, contractors who are not 
+directly supervised are included, and  
+we use more stringent definitions for  
+Lost Time Injuries (LTIs) and ‘severe 
+accidents’ than the definitions used by 
+many regulatory bodies. All sites are 
+required to report on all Recordable 
+Injuries (aligned with the OSHA definition), 
+to maintain the focus on safety.  
+As an illustration of the precautionary 
+preventative approach taken by Vesuvius 
+in accident investigation, all LTIs and 
+Recordables require a full 8D report.
+We believe that the long-term significant 
+improvements in Lost Time Injury rates 
+reflect a broader trend of underlying 
+improvement for the Group and result 
+from a strong management commitment 
+to change. Shifting the focus to the 
+globally recognised OSHA Recordables 
+for medically treated injuries supports  
+the continued downward pressure on 
+frequency rates. 
+2023 Safety performance 
+Performance indicators 
+Employees and 
+directly  
+supervised 
+contractors  
+2023
+Not directly 
+supervised 
+contractors  
+and visitors  
+2023
+All employees, not 
+directly supervised 
+contractors  
+and visitors 
+2023
+Work-related Death 0 0 0
+Severe Injuries 3 2 5
+Lost Time Injuries (LTI) 15 2 17
+LTI Frequency Rate (LTIFR) per million hours 0.6 1.6 0.6
+Total Recordable Injuries (TRI) 91 4 95
+Total Recordable Frequency Rate (TRFR) per million hours 3.4 3.2 3.4
+Safety Audits (number) 135,805 0 135,805
+Safety Audits per 20 employees per month 17 0 17
+Lost Time Injuries
+LTIFR 12 months rolling
+Lost Time Injuries per million hours worked
+20212020201920182017 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0LTIFR 12 months rolling
+Lost-Time Injuries per million hours worked
+202120202019 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0
+2023
+59Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+People and Culture
+Our principles and approach
+Vesuvius is a geographically and culturally 
+diverse group, employing more than 
+11,000 people of more than 70 
+nationalities in 40 countries. 
+Our geographical diversity places us close 
+to our customers around the globe. It also 
+highlights the importance of maintaining 
+and applying strong and consistent values 
+and ethical principles in our worldwide 
+approach to business. 
+Our employees’ engagement with our 
+values and culture is vital to our success 
+and the sustainable delivery of the Group’s 
+strategy. We communicate openly and 
+transparently within the organisation, 
+through ‘town hall’ meetings, Board and 
+senior management visits, management 
+feedback, performance evaluation, 
+measuring employee engagement and 
+responding to the feedback we receive. 
+Critically, there is ongoing and consistent 
+communication of our CORE Values and 
+the principles of our Code of Conduct. This is 
+underpinned by engaging staff across the 
+Group in both general and targeted training, 
+to ensure a consistent understanding of our 
+policies and procedures.
+Our CORE Values
+The Group’s CORE Values are actively 
+supporting the Group’s priorities, 
+encouraging consistent behaviours  
+across the Group to sustain our business 
+success in the future.
+These Values, and the behaviours 
+underpinning them, convey the mindset 
+and attitudes we expect each employee  
+to show every day. They are at the heart  
+of the culture of the Group, promoting  
+our image to external stakeholders, and 
+underpinning the commercial promise  
+we provide to our customers.
+The Values are reinforced through  
+our performance management systems 
+and are celebrated each year through  
+our Living the Values Awards which  
+select regional and global winners  
+for each Value. 
+Our People and Culture strategy aims  
+to build an outstanding business by 
+ensuring we have the individuals, skills 
+and capabilities critical to the delivery  
+of our strategy.
+It focuses on delivering value for our 
+businesses, a positive employee 
+experience and functional excellence, 
+through our culture of diversity and 
+innovation. Our long, mid and short-term 
+plans are organised around two key areas:
+ – Building an Outstanding Business – with 
+the critical skills and capabilities to win
+ – Developing Outstanding People –  
+in diverse, engaged, and high 
+performing teams
+The underlying foundation for our  
+People and Culture strategy is our  
+strong culture of delivering results in  
+a diverse, entrepreneurial, decentralised 
+organisation, where everyone  
+is empowered to take action,  
+working with like-minded people  
+in a non-matrix environment. 
+Vesuvius is for ambitious, self-motivated 
+people who thrive on challenges and 
+solving problems. It is for people who are 
+never satisfied, always raise the bar and 
+dare to make difficult decisions and win. 
+Our strength comes from our CORE 
+Values: Courage, Ownership, Respect and  
+Energy. These Values guide and inspire us, 
+shaping our behaviours and decisions.
+Vesuvius plc Annual Report and Financial Statements 202360
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Courage
+ – I systematically say, decide and do what  
+is right for Vesuvius including when it is 
+difficult, unpopular, or not consensual
+ – I express my opinions openly during 
+discussions, but I also defend Group 
+decisions once they’ve been taken,  
+even if they do not correspond to my  
+initial position
+ – I proactively take leadership responsibility  
+on difficult projects and topics that are 
+important to the Group’s performance, 
+motivated by the perspective of success 
+rather than paralysed by the risk of  
+personal failure
+Respect
+ – I demonstrate respect for other people’s 
+ideas and opinions even if I disagree  
+with them
+ – I welcome open debate. I listen to others, and 
+foster esteem and fairness with customers, 
+suppliers, co-workers, shareholders and the 
+communities where we operate
+ – I communicate my objectives clearly and take 
+time to explain all decisions. I behave with the 
+highest level of integrity. I promote diversity 
+at all levels of the Company
+Ownership
+ – I am personally accountable for the 
+consequences of my actions and for the 
+performance of the Group in my area  
+of responsibility or oversight, without 
+blaming external circumstances or the 
+actions of others
+ – I demonstrate an entrepreneurial spirit, 
+looking for and seizing business 
+opportunities and I immediately address 
+problems that come up as soon as  
+I become aware of them
+ – I manage the Group’s money and resources 
+as though they were my own 
+Energy
+ – I work hard and professionally in pursuit  
+of excellence
+ – I constantly raise the bar and challenge the 
+status quo. For me, the sky is the limit
+ – I lead by example, inspiring and motivating 
+my team to go the extra mile. I promote  
+a positive and energising work environment 
+ – I continuously deliver outstanding customer 
+experience and innovative solutions
+ – I never underestimate competitors and 
+permanently strive to reinforce the  
+Group’s leadership position
+Vesuvius’ CORE Values
+The secret vegetable is a "mushroom".
\ No newline at end of file
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+Code of Conduct
+Our Code of Conduct sets out the 
+standards of conduct expected,  
+without exception, of everyone who  
+works for Vesuvius in any of our  
+worldwide operations.
+The Code of Conduct emphasises our 
+commitment to ethics and compliance with 
+the law, and covers every aspect of our 
+approach to business, from the way that 
+we engage with customers, employees,  
+the markets and other stakeholders, to the 
+safety of our employees and workplaces.
+Everyone within Vesuvius is individually 
+accountable for upholding its 
+requirements. We recognise that lasting 
+business success is measured not only  
+in our financial performance, but in the  
+way we deal with our customers, business 
+associates, suppliers, employees,  
+investors and local communities. 
+The Code of Conduct is displayed 
+prominently at all our sites and is published 
+in our 29 major functional languages. It is 
+available to view at: www.vesuvius.com. 
+We continue to enhance the policies that 
+underpin the principles set out in the Code 
+of Conduct. These assist employees to 
+comply with our ethical standards and  
+the legal requirements of the jurisdictions 
+in which we conduct our business.  
+They also give practical guidance on  
+how this can be achieved.
+The Code of Conduct covers eight  
+key areas:
+Diversity and inclusion
+As an organisation, Vesuvius has a global, 
+multicultural operational and customer 
+base, which we wish to reflect inside our 
+organisation with a multicultural, diverse 
+community of excellent professionals from 
+all backgrounds. This starts by focusing on 
+broad diversity of gender and nationality, 
+with an aim to ensure that all employees 
+and job applicants are given equal 
+opportunity and that our organisation is 
+representative of all sections of society 
+where we operate. Vesuvius operates in  
+40 countries around the world, employing 
+people with more than 70 nationalities, 
+making us a truly diverse business. 
+We regard this diversity as a critical aspect 
+of our success and future growth, as it 
+allows us to access the widest range of 
+skills and experience. Each employee is 
+respected and valued, and as a result  
+they are all able to give their best. 
+All employees are given help, training and 
+encouragement to develop their full 
+potential and utilise their unique talents.
+Overall responsibility for implementing  
+the Group’s Diversity and Equality Policy 
+rests with the Executive Directors. The 
+Nomination Committee monitors progress 
+with meeting its objectives. At the end  
+of 2023, the Senior Leadership Group 
+(comprising c.150 senior managers) 
+consisted of 24 nationalities located in  
+23 countries. 15% of our overall workforce 
+were women, which was stable versus 2022.
+1.  Health, safety and  
+the environment
+2.  Trading, customers, products 
+and services
+3. Anti-bribery and corruption
+4. Employees and human rights
+5. Disclosure and investors
+6.  Government, society and  
+local communities
+7. Conflict of interests
+8. Competitors
+Diversity – 31 December 2023
+Female Male
+Gender not 
+available1 Total Female Male
+Board 3 6 9 33% 67%
+Group Executive  
+Committee members 2 5 7 29% 71%
+Leadership roles reporting to 
+members of the GEC 12 36 48 25% 75%
+Directors of subsidiaries included  
+in consolidation2 21 76 97 22% 78%
+Senior Managers3 35 117 152 23% 77%
+Other employees 1,718 9,506 11,224 15% 85%
+Vesuvius employees 1,753 9,623 11,376 15% 85%
+Directly supervised contractors 43 165 1,927 2,135
+Vesuvius employees and directly  
+supervised contractors 13,511
+1.  The Group had 1,927 directly supervised contractors who were contracted through third parties and for 
+whom the Group does not hold detailed employment records.
+2.  Of the 97 employees who are directors of Group subsidiaries but not members of the GEC or direct 
+reports of the GEC, 22% are women. This disclosure is made to comply with regulatory requirements.  
+It includes directors of dormant companies. Some individuals hold multiple directorships.
+3.  Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the  
+Company’s subsidiaries.  
+ – We are dedicated to encouraging  
+a supportive and inclusive culture  
+amongst our global workforce
+ – We aim to ensure that all employees and job 
+applicants are given equal opportunity and 
+that our organisation is representative of all 
+sections of society where we operate. Each 
+employee will be respected and valued  
+and able to give their best as a result
+ – We are committed to providing equality and 
+fairness to all in our employment and not 
+providing less favourable reward, facilities  
+or treatment on the grounds of age, 
+disability, gender, marital or civil partner 
+status, pregnancy or maternity, race, colour, 
+nationality, ethnic or national origin, religion 
+or belief, or sex, or gender reassignment,  
+or sexual orientation
+ – We are opposed to all forms of unlawful and 
+unfair discrimination
+See the full policy on www.vesuvius.com for 
+further details.
+Vesuvius’ Diversity and Equality Policy
+61Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+People and Culture continued
+Over the past three years we have made 
+visible progress in gender diversity. 
+Women now represent 20% of our  
+Senior Leadership Group, a level that  
+we consider is still too low, but which 
+represents a significant improvement as 
+compared with the level of 15% in 2019. 
+Our ambition remains to reach 25% 
+women in this tier by the end of 2025. 
+The Board has noted the recommendation 
+of the Parker Review that each FTSE 350 
+company should set a percentage  
+target, by December 2023, for senior 
+management positions that will be 
+occupied by ethnic minority executives in 
+December 2027. The Company currently 
+analyses management on the basis of 
+nationality, which indicates a great deal  
+of diversity in the senior management 
+group, but not ethnicity. The Board has 
+resolved that a survey of ethnicity should 
+be conducted, but that no ethnicity target 
+should be set at this time.
+Copies of the Board Diversity Policy and 
+Group Policy on Diversity and Equality are 
+available to view on the Vesuvius website: 
+www.vesuvius.com. Further information  
+on the Group’s approach to promoting 
+diversity can be found on pages 105  
+and 106. 
+Employee engagement
+Vesuvius recognises that companies with 
+highly engaged employees deliver better 
+business outcomes. They have lower 
+absenteeism, lower employee turnover, 
+fewer safety incidents, better product 
+quality, and higher productivity, sales  
+and profitability. At Vesuvius, we regard 
+engagement as critical to our ongoing 
+success and we work hard to listen to our 
+people and act when issues impacting 
+engagement are identified.
+Employee engagement action plans
+Engagement is a collective responsibility, 
+particularly among our management 
+community. We conduct an annual 
+employee engagement survey, I-Engage, 
+in partnership with Mercer, to measure our 
+employees’ attitudes to Vesuvius and their 
+work. The survey generates reports of 
+team responses to the survey. Managers 
+then share the results openly with their 
+teams and, working together, develop 
+action plans to address issues.
+In 2023, we maintained a very high 
+participation level with 92% of all 
+employees responding to 34 questions. 
+Positive perceptions on safety continue  
+to be a core strength, together with  
+our overall employee experience,  
+and understanding of our Company  
+purpose and strategy, and of our  
+approach to sustainability. 
+Internal communications 
+We continue to develop our internal 
+communications programme to ensure we 
+have a strong mix of channels to reach our 
+diverse population. The Chief Executive 
+regularly addresses the whole Group  
+via Company-wide email and video, 
+delivering strategic messages, and in  
+2023 held 13 interactive virtual sessions 
+with the Senior Leadership Group to share 
+business updates. Company news and 
+announcements are regularly shared on 
+the Group intranet and employee news 
+app, whilst screen savers are used to 
+support major communication campaigns. 
+We also utilise posters and site ‘town hall’ 
+meetings for on-site communications. 
+The Company Senior Leaders Conference, 
+Spark, was held in Rome in September, 
+with 150 delegates discussing Company 
+strategy, our CORE Values, digital 
+transformation and sustainability. 
+Whenever possible, face-to-face 
+communication is conducted at different 
+levels of the organisation providing the 
+necessary opportunities for interactive 
+Q&A sessions with business leaders.
+2023 Distribution of Vesuvius employees – full-time versus part- time 
+Full-time 
+employees 
+Full-time 
+employees 
+(%) 
+Part-time 
+employees 
+Part-time 
+employees 
+(%) 
+Vesuvius 
+employees 
+total
+Vesuvius 
+employees 
+total (%) 
+Permanent salaried 4,642 41% 53 <1% 4,695 41%
+Permanent hourly 6,290 55% 16 <1% 6,306 55%
+Total Permanent 10,932 96% 69 1% 11,0 01 97%
+Temporary salaried 43 <1% 2 <1% 45 0%
+Temporary hourly 327 3% 3 <1% 330 3%
+Total Temporary 370 3% 5 0% 375 3%
+Vesuvius employees 11,302 99% 74 1% 11,376 100%
+Employee consultation and industrial relations 
+Vesuvius supports freedom of association 
+and the right to collective bargaining.  
+In all of the countries in which we operate, 
+the Group informs and consults local  
+works councils and trade unions on 
+matters concerning the Vesuvius business 
+as required. These processes and 
+procedures are regulated by local law  
+and generate constructive dialogue 
+between employee representatives and 
+management, which provides benefit to 
+our business. In 2023, 77% of permanent 
+employees were represented by Collective 
+Agreements that include working 
+conditions such as local works councils, 
+trade unions or other bodies. 
+In addition to local employee 
+representation, the Group operates  
+a European Works Council (EWC) with 
+elected representatives from each of  
+the EU countries in which Vesuvius has 
+employees. Following the UK’s departure 
+from the EU, the previous EWC Agreement 
+was terminated and on completion of the 
+negotiation of a new EWC Agreement,  
+the elected representatives met and 
+constituted the EWC in November 2023. 
+Vesuvius plc Annual Report and Financial Statements 202362
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Talent attraction and development
+Talent management
+The Group Executive Committee holds 
+direct responsibility for the roles and 
+development of our senior leaders, jointly 
+reviewing capability needs and deciding 
+on succession and cross-organisational 
+moves for the leadership group. This 
+illustrates the strong commitment at  
+the highest level of our organisation  
+to growing the Group using its  
+Company-wide resources. 
+Leadership pipeline 
+Strengthening the leadership pipeline  
+and facilitating people development 
+throughout the organisation remain key 
+areas of focus for Vesuvius. We continue to 
+work hard to ensure that we have the right 
+capability in every part of the organisation 
+to drive our strategy and realise market 
+opportunities. As a result, we have built 
+high-calibre leadership teams, many of 
+whom are relatively new to their roles and 
+to Vesuvius. We empower our people to 
+drive the business with an entrepreneurial 
+spirit, and to develop a performance-
+oriented culture.
+We aim to adopt a balance between 
+external hires and internal promotions, 
+fuelled by a strong process of backup  
+and succession planning, especially  
+for management positions. 
+Training and development
+Our leaders take responsibility for 
+managing and developing their teams. 
+Our Learning Management System (LMS) 
+provides a global hub for Vesuvius online 
+training courses. Mandatory training 
+courses are automatically assigned to new 
+joiners and completion statistics are easily 
+reportable. Targeted training courses can 
+also be allocated to employees in specific 
+roles, e.g. modern slavery training for 
+specific people in purchasing. 
+Technical training
+HeaTt training is aimed at the continuous 
+technical development of Vesuvius 
+employees. Courses range from entry  
+to expert levels and are continuously 
+updated to keep pace with developing 
+technology and delivery methods,  
+thereby guaranteeing that Vesuvius 
+experts are at the forefront of technical 
+innovation. They are a great way for our 
+hugely experienced technical experts  
+to pass on their knowledge to the next 
+generation and ensure the sustainability  
+of our know-how. 
+HeaTt module 2 Iron & Steel was launched 
+on the LMS in October 2022, comprising 
+23 chapters of training material. The 
+course is divided into three sections; the 
+first explains the process of producing iron 
+and steel, the second explains the different 
+refractory products and the third section 
+details how these products are applied  
+in the iron and steel manufacturing 
+processes. Module 2 encompasses 
+products from Advanced Refractories, 
+Flow Control, and Sensors & Probes.  
+This module is open to every employee  
+and was recommended for employees 
+from the Iron and Steel division. In 2023,  
+46 people went through the whole three 
+sections of this Module 2.
+There are several online HeaTt M3 
+modules for Flow Control. They are 
+organised by product line and are much 
+more technical. Customer-facing and  
+M&T employees are enrolled based on 
+their technical needs. In 2023, people  
+who completed the modules that were 
+assigned to them spent over 3,845 hours  
+in M3 training.
+Compliance training
+Compliance training gives our employees 
+a clearer understanding of the scope of 
+risks that exist as we conduct our business 
+and gives context to how the Group 
+expects each employee to respond to 
+those risks. 
+The Board has set a target of at least 90% 
+of targeted staff completing the annual 
+Anti-Bribery and Corruption training.  
+In 2023, 100% of the targeted staff 
+completed this training. 
+Global reward
+Reward and recognition are integral 
+components of our employee value 
+proposition, enabling us to attract,  
+engage and retain key talent and highly 
+qualified employees. We are committed  
+to creating reward and performance 
+management systems which are 
+transparent and objective.
+Our management Annual Incentive  
+Plans are measured against both  
+Vesuvius’ financial targets and personal 
+performance, an incentive structure 
+consistent with that of our Executive 
+Directors. The Vesuvius Share Plan for 
+Executive Directors and Group Executive 
+Committee members encourages robust 
+decision-making based on long-term 
+goals rather than short-term gains and 
+works to align the interests of participants 
+with those of shareholders.
+In 2023, 99% of our salaried permanent 
+employees undertook an annual 
+performance review with their line 
+management (2022: 98%).
+Global mobility 
+Vesuvius operates worldwide. We believe 
+that our companies should be managed 
+and staffed by local personnel. However, 
+we also provide selected groups of 
+employees with a range of international 
+assignments. These assignments are 
+usually for a limited period, most often 
+three years. 
+International assignees do not come from 
+one or two countries alone. We have a truly 
+international mix of nationalities in our 
+mobile population. Individuals move not 
+only within a region, but also between 
+regions. Our mobility programme shows 
+that our assignee population is as diverse 
+as our Group.
+Mandatory online training courses – 2023 participation
+% of targeted 
+audience  
+completing course
+Anti-Bribery and Corruption (annual) 100%
+Gifts, Hospitality and Entertainment (onboarding) 83%
+Modern Slavery 83%
+Anti- Tax Evasion 79%
+Data Protection 81%
+Cyber Security Awareness – 7 Basic Modules 88%
+63Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our communities
+We seek to establish strong relationships with key stakeholders and support the 
+communities in which we operate
+Prevention of slavery and human 
+awareness training on child labour, 
+slavery and/or human trafficking
+During 2023, we published our eighth 
+transparency statement outlining the 
+Group’s approach to the prevention of 
+slavery and human trafficking in our 
+business and supply chain. A copy of  
+our latest statement is available to view  
+on our website: www.vesuvius.com. 
+Since the publication of our first statement 
+we have conducted a risk assessment  
+of our purchasing activities, seeking to 
+identify, by location and industry, where 
+the potential risks of modern slavery are 
+highest. Our assessment identified the 
+following four industries that pose a higher 
+risk of modern slavery for Vesuvius:
+1 Mining and extractive industries  
+(raw materials)
+2 Textiles (personal protective equipment 
+(PPE) and work clothing)
+3 Transport and packaging
+4 Maintenance, cleaning, agricultural 
+work, and food preparation  
+(contracted workers)
+As our spend with mining and extractive 
+industry suppliers is far greater than the 
+other three industries, and the number  
+and diversity of suppliers is the greatest, 
+we have been focusing our efforts on  
+these industries. We have deepened our 
+investigation of higher-risk raw materials, 
+based on the studies carried out by  
+Drive Sustainability and the Responsible 
+Minerals Initiative on the responsible 
+sourcing of materials in the automotive 
+and electronics industries, with which  
+our portfolio of raw materials shares  
+many commonalities. 
+We provided webinar training on modern 
+slavery to our key purchasing staff and 
+continued to use an online e-learning 
+module to upgrade the training given to  
+all supplier-facing staff. It provides key 
+guidance on the red flags associated  
+with modern slavery to assist them in 
+identifying these during supplier visits  
+and accreditation. Since the launch of the 
+modern slavery red flag training we have 
+trained 100% of the targeted staff. 
+See the Group’s Statement on the Prevention  
+of Slavery and Human Trafficking
+  www.vesuvius.com/en/sustainability/
+our-policies/statement-on-modern 
+-slavery.html
+A responsible company
+Vesuvius is committed to making a 
+positive contribution to society. As part  
+of this, we focus on operating an ethical 
+business with appropriate policies in 
+place to ensure compliance with the 
+regulations and laws in all our markets.
+Governance and policies
+Vesuvius’ compliance policies underpin the 
+principles set out in our Code of Conduct. 
+They are the practical representation of 
+our status as a good corporate citizen, and 
+they assist employees to understand and 
+comply with our ethical standards and the 
+legal requirements of the jurisdictions in 
+which we conduct our business. They also 
+give practical guidance on how this can  
+be achieved.
+Human rights
+The Group Human Rights and Labour 
+Policy reflects the principles contained 
+within the UN Universal Declaration of 
+Human Rights, the International Labour 
+Organization’s Fundamental Conventions 
+on Labour Standards and the UN  
+Global Compact, to which the Group is  
+a signatory. The Policy sets out the 
+principles for our actions and behaviour  
+in conducting our business and provides 
+guidance to those working for us on how 
+we approach human rights issues. These 
+principles have been integrated into the 
+work of our procurement teams as we 
+assess our suppliers and their business 
+practices. The policy was reviewed and 
+updated in 2022.
+Our policy expressly prohibits forced, 
+compulsory or child labour in any form and 
+applies to both ourselves and those who wish 
+to work with us.
+Our other commitments include:
+ – Health and Safety: to work towards our  
+goal of zero injuries in the workplace 
+ – Freedom of Association and right to 
+collective bargaining: to respect our 
+workers’ democratic rights to participate or 
+not participate in trade unions, or other 
+collective bargaining organisations, without 
+fear of intimidation, pressure or reprisal. 
+ – Unlawful discrimination, harassment and 
+abusive behaviours: to ensure that each 
+employee and potential employee is  
+treated with fairness and dignity and that 
+discriminatory practices, or unwelcome 
+verbal or physical conduct are not tolerated
+ – Remuneration: to ensure that wages and 
+benefits paid to employees shall meet legal 
+or industry minimum standards
+ – Discipline policies: ensure proportionality  
+of sanctions, with a range of potential 
+disciplinary actions and procedural fairness
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Human Rights Policy
+Vesuvius plc Annual Report and Financial Statements 202364
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret landmark is the "Colosseum".
\ No newline at end of file
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+Business ethics/anti-bribery  
+and corruption and working  
+with third parties
+Vesuvius’ Code of Conduct affirms our 
+commitment to competing vigorously,  
+but honestly, and not seeking competitive 
+advantage through unlawful means.  
+We conduct ourselves ethically in all  
+public affairs activities, in alignment with 
+local laws and regulations. We do not 
+engage in unfair competition, exchange 
+commercially sensitive information with 
+competitors, or acquire information 
+regarding a competitor by inappropriate 
+means. When received for business 
+purposes, we safeguard third-party 
+confidential information and use it only  
+for the purpose for which it was provided. 
+We engage with selected third-party 
+representatives and intermediaries in  
+our business. We recognise that they  
+can present an increased bribery and 
+corruption risk. Our procedure on working 
+with third parties clearly outlines our 
+zero-tolerance approach to bribery  
+and provides practical guidance for  
+our employees in identifying concerns  
+and how to report them.
+Vesuvius engages with third-party  
+sales agents, many of whom operate in 
+countries where we do not have a physical 
+presence. Our employees’ use of, and 
+interaction with, sales agents is supported 
+by an ongoing training programme for 
+those who have specific responsibility  
+for these relationships.
+As part of our communication around 
+anti-bribery and ethics, employees are 
+actively encouraged to consult on ethical 
+issues. They have open access to the 
+Compliance Director and Legal function 
+who provide support on a regular basis.
+During 2023, the Group continued the  
+due diligence review of our third-party 
+representatives and intermediaries. 
+Following the prior years’ enhanced 
+reviews of sales agents, custom clearance 
+agents, distributors and logistics  
+providers, we conducted repeat due 
+diligence. We also conducted due 
+diligence on any new third parties 
+introduced into the organisation.
+Responsible sourcing
+Vesuvius recognises the crucial role that  
+its suppliers play in creating value in the 
+products and services that Vesuvius 
+ultimately provides to its customers.  
+In addition to the consistent and timely 
+supply of materials, products, and services 
+which are of the highest quality, we expect 
+our suppliers to operate in a manner that is 
+appropriate, in terms of their ethical, legal, 
+environmental and social responsibilities.
+Principles 
+Overall, our objective is to encourage 
+suppliers to implement a meaningful 
+sustainability programme, embrace the 
+UN Global Compact principles, evaluate 
+and reduce our upstream CO2 emissions 
+and identify potential risks (and if 
+necessary, address them) in our supply 
+chain. The satisfaction of our customers’ 
+requirements, the safety and reliability of 
+Vesuvius’ products, and the efficiency of 
+Vesuvius’ internal processes are dependent 
+on the reliability of its network of suppliers. 
+Vesuvius is committed to ensuring that we 
+utilise high-quality raw materials, secured 
+through reliable and well-developed  
+raw material suppliers. The principles of 
+sustainable procurement are prescribed 
+within the Vesuvius Sustainable 
+Procurement Policy and supported by 
+supplementary processes.
+Sustainable Procurement Policy
+We operate a Sustainable Procurement 
+Policy which outlines key criteria for 
+suppliers. The policy uses the Group 
+Procurement’s ‘Request for Quotation’ 
+(RFQ) process to engage a significant 
+number of Vesuvius suppliers and is 
+provided in conjunction with the Vesuvius 
+Terms and Conditions of Purchase. 
+For suppliers to participate in the RFQ, 
+they are obliged to accept and agree  
+to the terms of the Sustainable 
+Procurement Policy, as it forms an 
+addendum to Vesuvius’ standard contract 
+clauses. Once accepted, it is the 
+responsibility of the supplier to verify  
+and monitor compliance against the  
+policy – both for their operations and those 
+of any sub-contractors. The full policy  
+is available on the Vesuvius website. 
+Since its inception in 2021, 167 active 
+vendors (74% of the targeted group 
+participating in the RFQ process, 9% of  
+the total number of active raw material 
+suppliers), representing almost half of  
+the raw material spend have formally 
+pledged to comply with the policy. 
+The policy covers all suppliers of goods  
+and/or services either used in our 
+manufacturing processes and/or sold directly 
+by us to customers, including Tolling and 
+Resale suppliers. It applies to suppliers,  
+their agents and their sub-contractors.
+The major elements of the Sustainability 
+Procurement Policy are:
+ – Employees and human rights
+ – Conflict minerals
+ – Ethical and compliant business practices
+ – Environment
+ – Quality
+ – Business continuity
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Sustainable Procurement Policy
+65Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+A responsible company continued
+Supplier sustainability assessment criteria
+Environment
+Energy consumption and GHGs
+Water
+Biodiversity
+Local and accidental pollution
+Materials, chemicals and waste
+Product use
+Product end-of-life
+Customer health and safety
+Environmental services  
+and advocacy
+Labour and Human Rights
+Employee health & safety
+Working conditions
+Social dialogue
+Career management  
+and training
+Child labour, forced labour  
+and human trafficking
+Diversity, discrimination  
+and harassment
+External stakeholder  
+human rights
+Ethics
+Corruption 
+Anti-competitive practices
+Responsible information 
+management
+Sustainable Procurement
+Supplier environmental 
+practices
+Supplier social practices
+21 criteria based on international standards
+Supplier sustainability assessments 
+As part of our sustainability agenda, 
+Vesuvius has implemented a Supplier 
+Sustainability Assessment programme, 
+covering all suppliers of goods either used 
+in our manufacturing processes and/or 
+sold directly by us to customers, including 
+Resale suppliers.
+Vesuvius has partnered with an 
+independent third-party service provider 
+– EcoVadis – to rate our raw materials 
+suppliers using a detailed set of criteria. 
+These cover four themes and 21 criteria 
+based on international standards: Labour 
+and Human Rights; Ethics; Environment; 
+and Sustainable Procurement. 
+In 2023, an additional eight (2022: 23)  
+(Total to date: 126) employees from our 
+Procurement teams received specific 
+training on supplier sustainability 
+assessments (100% of the target group).
+The Board set a target to assess at least 
+50% of our raw material spend by the  
+end of 2023. As the Group was on track to 
+reach this target, the Sustainability Council 
+set a new objective to assess at least  
+60% of our raw material spend by 2025. 
+Selected criteria were chosen to select 
+participating suppliers such as supplier 
+size and risk metrics, including:
+ – Category of raw material 
+ – Availability of alternative sources 
+ – Share of supplier revenue with Vesuvius 
+ – Grades in previous assessments
+ – New suppliers
+ – Supply chain incidents
+Since its launch, 244 suppliers have joined 
+the programme, representing 52% of the 
+total raw material spend. Fewer than 1%  
+of the suppliers assessed in 2023 did not 
+reach Vesuvius’ minimal EcoVadis score. 
+We are requiring these suppliers to 
+implement improvement actions within  
+a three-year time frame. Progress will be 
+monitored through routine evaluations 
+and an annual reassessment. Across the 
+crucial topics, the average total score of 
+Vesuvius suppliers was 51.4, compared to 
+an industry standard of 46.0.
+Supplier CSR and Quality audits
+Vesuvius conducts an annual Supplier 
+Audit programme targeting their 
+Corporate Social Responsibility (CSR) 
+practices, product quality and security  
+of supply. The programme is led by the 
+Group’s Purchasing and Quality teams. 
+The goal of the audits is to verify that our 
+suppliers abide by fundamental principles 
+regarding the environment and social 
+practices, and reduce the number  
+of quality issues that may affect  
+our raw materials. 
+As part of this, we carry out on-site 
+inspections, share expectations with  
+our suppliers, identify risks, and adapt  
+our internal controls accordingly. We 
+encourage our suppliers to improve their 
+own processes and help them prioritise 
+actions to achieve this. Commencing in 
+2022, a number of ‘red flag’ items have 
+been included in our on-site verification 
+questionnaire, especially addressing 
+human rights issues, such as child or forced 
+labour, for which immediate escalation 
+and investigation is required in case any 
+breach is detected.
+In 2023, 157 (2022: 139) audits were 
+conducted (100% on-site), 13 follow-ups 
+and 144 regular audits (2022: 3/136). 
+100% of the planned audits were carried 
+out. No cases of human rights breaches 
+were detected as part of the supplier audit 
+check. 5.7% of audited suppliers received 
+grades below threshold (2022: 0.7%). 
+Whenever suppliers fail to meet the 
+required standards, either action is taken 
+to support them to improve or our 
+relationship with them is terminated.
+Vesuvius plc Annual Report and Financial Statements 202366
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Community engagement
+Below are some examples of the  
+many community programmes and 
+activities our colleagues were involved  
+in throughout 2023.
+Supporting women and girls in  
+STEM (Science, Technology, 
+Engineering and Mathematics) 
+Vesuvius is focused on supporting women 
+and girls to advance in engineering, 
+technology, and other highly technical 
+fields. In 2023, we continued the 
+programmes that were started in 2022  
+as well as launching new initiatives. 
+ – Vesuvius India sponsored ten female 
+students from the College of 
+Engineering, Pune. It also continued  
+a three-year scholarship programme  
+for nine women to pursue a bachelor’s 
+degree in engineering from the National 
+Institute of Technology. In addition, 
+Vesuvius India supported the Women’s 
+Club at the College of Engineering, which 
+enabled students to access technical 
+learning through online courses and 
+participation in hackathons and 
+leadership events
+ – In the USA, Vesuvius employees 
+participated in conferences organised  
+by the Association for Iron and Steel 
+Technology, and the Society of Woman 
+Engineers, to understand the challenges 
+for women better, and to empower 
+young female professionals to develop  
+in the steel industry
+ – Vesuvius Vietnam partnered with  
+the Material Technology Faculty of  
+Ho Chi Minh University of Technology  
+to host a Technical Day of Refractory 
+Application in Steelmaking to inspire 
+students and highlight career 
+opportunities for women in this field
+Charity initiatives 
+ – Vesuvius sites in Brazil, Mexico, the USA 
+and Poland organised the collection of 
+food, Christmas gifts, money and other 
+donations to support the poorest 
+members of our communities
+ – Vesuvius sites in France, India and  
+Poland participated in sports  
+and other types of events to raise  
+funds for health programmes and  
+not-for-profit organisations
+ – Our colleagues in Germany and  
+Ukraine collected donations for the 
+victims of war and natural disasters
+ – In India, our colleagues supported the 
+provision of medical aid for people 
+infected with HIV and AIDS, those 
+affected by drug abuse and children  
+with cerebral palsy
+Supporting education 
+ – Our sites in Mexico and India supported 
+the development of school infrastructure 
+with equipment donations 
+ – In Brazil and India we gave donations 
+and scholarships to support the 
+education of underprivileged children 
+ – In the USA we sponsored the Carnegie 
+Science Center
+Family programmes 
+ – Our sites in China, India, Poland and 
+Mexico hosted family days and 
+end-of-year celebrations, with food  
+and entertainment for employees  
+and their families 
+ – A number of our sites also held 
+occasional events for employees’ 
+children, including Sinterklaas in 
+Belgium, activities and entertainment in 
+our offices in Poland and factory visits 
+organised on Children’s Day in Brazil
+ – Competitions on safety and the 
+environment were held for employees’ 
+children at our sites in Brazil,  
+China, Egypt, Poland and the  
+United Arab Emirates
+ – Scholarships are provided for the 
+children of employees in Mexico 
+Cooperation with local authorities  
+to develop Vesuvius employees
+ – In the United Arab Emirates,  
+a Waste Management awareness 
+session was held with the Waste 
+Management Authority 
+ – In the USA, a training session was  
+held with the State Police Department  
+on how to react and behave in case  
+of dangerous situations with an  
+active shooter
+ – At our sites in Germany, India and  
+the USA, safety training and fire drill 
+simulations were held with the local  
+fire brigades
+Joint activities with local authorities 
+undertaken for the benefit of  
+our communities 
+ – In India, consultations about 
+environmental programmes were  
+held by the government
+ – Visits to Vesuvius’ manufacturing sites 
+were organised for the County Industrial 
+Association in China and the local 
+members of parliament in Australia  
+and the UK 
+ – In India, we also supported the clean up 
+of a public beach
+67Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_70.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_70.txt
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@@ -0,0 +1,172 @@
+Vesuvius plc Annual Report and Financial Statements 202368
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Vesuvius recognises that effective 
+engagement with stakeholders is vital to 
+the Group’s success. Understanding the 
+needs and priorities of key stakeholders, 
+and building strong and positive 
+relationships with them, lies at the  
+heart of Vesuvius’ business. 
+Section 172 of the Companies Act  
+2006 codifies this engagement, requiring 
+the Board to promote the success of  
+the Company over the long term for  
+the benefit of members as a whole,  
+whilst having regard to other key 
+stakeholders’ interests. 
+In performing its duties, the Board focuses 
+on the sustainable success of the Group 
+and the existence of a culture that 
+supports this success. The Board 
+recognises that, in seeking to maintain 
+long-term profitability, the Group is reliant 
+on the support of all of its stakeholders, 
+including the Group’s workforce, its 
+customers, suppliers and the communities 
+in which its businesses operate. 
+When taking key decisions the Board 
+balances the competing interests of 
+different stakeholders with an overriding 
+focus on ensuring the long-term success of 
+the Group. The Board confirms that it has 
+acted in accordance with the Section 172 
+requirements throughout the year. 
+Section 172 requirement Find out more Page
+Consequences of  
+any decision in the  
+long term
+Our purpose
+Our investment proposition
+Business model 
+Our markets
+Our strategy
+IFC
+19
+20–21
+10 –13
+17
+Interests of employees Our purpose
+Our stakeholders 
+Our people 
+Remuneration Policy 
+IFC
+68–69
+58–63
+114
+Fostering business 
+relationships with 
+suppliers, customers  
+and others
+Business model 
+Our markets 
+Our strategy 
+Our customers
+Our communities
+Our stakeholders
+20–21
+10 –13
+17
+56–57
+64–66
+69–71
+Section 172 requirement Find out more Page
+Impact of operations  
+on the community  
+and the environment
+Our sustainability strategy 
+and objectives
+Our sustainability targets
+TCFD
+Our planet 
+Our communities
+Our stakeholders
+34
+ 
+35
+36–38
+39–55
+64–67
+68 & 71
+Maintaining high 
+standards of  
+business conduct
+Our communities
+Our stakeholders 
+Corporate governance 
+statement
+Directors’ Report
+64–66
+68–71
+85–87
+ 
+ 140
+Acting fairly  
+between members
+Our investment proposition 
+Our stakeholders
+Corporate governance 
+statement 
+19
+69
+85–87
+Examples of how the Board considered stakeholders’ interests in some of the key 
+decisions it took during 2023 are given below.
+Our stakeholders and Section 172(1) Statement
+Effective engagement with stakeholders is critical 
+to the success of the Group
+Capital Markets Day  
+– Strategic Objectives
+Share Buyback
+In November 2023, the Company held  
+a Capital Markets Day to update investors 
+on the Company’s strategic progress and to 
+outline the Company’s near-term strategic 
+objectives: to outperform the Group’s 
+underlying markets; reach a return on  
+sales margin of at least 12.5% in 2026, with  
+a further cost improvement target of £30m; 
+and deliver strong cash generation with  
+a cumulative free cash flow target of at  
+least £400m between 2024 and 2026.
+The Board considered the strategic 
+messaging for the Capital Markets Day, 
+reflecting on investors’ views, and the 
+catalysts to secure the sustainable success 
+of the Group. In setting these challenging 
+targets the Board was cognisant of the  
+need to focus on the ongoing financial 
+strength of the Group to the benefit of  
+all stakeholders. It was recognised that 
+further cost reductions, and investment in 
+production automation, would need to  
+be secured, to sustain this success.
+In December 2023, the Board approved a 
+share buyback programme to purchase up to 
+£50 million in value of the Company’s shares, 
+with the shares acquired to be cancelled to 
+reduce the Company’s share capital.
+The decision to launch the share buyback 
+was taken after a careful analysis of the 
+strength of the Company’s Balance Sheet, 
+and the ongoing longer-term financial 
+requirements of the business. 
+The Board considered the views of  
+the Company’s shareholders and  
+the impact that the purchase would have  
+on other investors, concluding that it  
+would send a positive public signal that the 
+Company was performing well and would 
+benefit all of the Group’s stakeholders. 
+A buyback was chosen over, for example,  
+a tender offer or special dividend, reflecting 
+the preference of shareholders and advice 
+from brokers, as a structure that equally 
+benefits all shareholders over a sustained 
+period. Over the course of the programme, 
+the buyback is expected to be modestly  
+EPS accretive and as such will enhance  
+TSR in the event that our trading valuation 
+multiple is maintained. The impact of the 
+buyback is recognised in the Company’s 
+budget and as such it is reflected in the 
+Group’s incentive targets.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_71.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_71.txt
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--- /dev/null
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@@ -0,0 +1,90 @@
+69Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Our stakeholders
+Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions. 
+The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups, 
+and also engages directly as appropriate.
+The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are 
+outlined in the tables below.
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Our people 
+With our decentralised management 
+model, the dedication and professionalism 
+of our people, their capacity to own their 
+roles and their drive for results are the  
+most significant contributors to Vesuvius’ 
+success. We focus on the health and safety 
+of all our staff, and operate with a clear  
+set of CORE Values that are embedded 
+across the business.
+We engage with our people, encouraging 
+and rewarding high performance to create 
+an environment where all can realise their 
+individual potential.
+Issues that matter to them
+ – Health and safety
+ – Diversity and inclusion
+ – Remuneration and recognition
+ – International mobility
+ – Management support
+ – Development and retention
+ – Career opportunities 
+ – Sustainability performance
+We have a fundamental focus on health and 
+safety and the care of all employees 
+There is continuing dialogue between employees 
+and their managers, including the conduct of 
+regular performance reviews
+We operate a competitive remuneration  
+and benefits strategy, emphasising  
+talent development with tailored  
+career-stage programmes
+Living the Values and other award schemes 
+celebrate individual achievements in the 
+demonstration of our Values and processes
+Our global communication mechanisms include 
+an intranet, global email communications  
+and a Vesuvius news app, alongside forums  
+such as local ‘town hall’ meetings 
+The Group operates local works councils, 
+recognises trade unions and has re-established 
+its European Works Council 
+Wide-ranging internal training is offered on  
+key job-related issues, with programmes such  
+as the Vesuvius University – HeaTt – and the 
+Foseco University 
+At every Board meeting the Board received 
+a report on the Group’s performance 
+against health and safety KPIs and 
+reviewed, in detail, the circumstances  
+of any Lost Time Injuries that had  
+been reported
+The Board reviewed the specific HR 
+objectives for each Business Unit 
+and monitored the initiatives being 
+implemented to develop, retain and 
+motivate employees, and improve 
+succession planning
+The Remuneration Committee was 
+informed of global salary budgets  
+and oversaw the Group’s share 
+compensation programmes
+The Nomination Committee monitored the 
+Group’s progress on diversity objectives 
+and reviewed senior management 
+development and succession planning
+Carla Bailo served as the designated 
+Non-executive Director responsible for 
+workforce engagement. She oversaw the 
+Board’s engagement activities, including 
+the programme of site visits undertaken 
+by Directors to meet Vesuvius employees 
+‘on the ground’ and to hear firsthand about 
+their experiences
+The Board reviewed the results of the 
+I-Engage survey and the follow-up  
+actions proposed
+The Board reviewed the nature and volume 
+of reports received by the confidential 
+Speak Up helpline
+The secret instrument is a "drum".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_72.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_72.txt
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+Vesuvius plc Annual Report and Financial Statements 202370
+Our stakeholders continued
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Customers
+Engaging with, and listening to, our 
+customers helps us to understand their 
+needs and identify opportunities and 
+challenges. Collaborating with our 
+customers enables us to drive value for 
+them, using our expertise to improve  
+the safety and efficiency of their 
+manufacturing processes, enhancing  
+their end-product quality and reducing 
+their costs.
+Issues that matter to them
+ – Health and safety
+ – Production efficiency
+ – Value generation
+ – Product quality and performance
+ – Innovation and provision  
+of solutions
+ – Environmental performance
+Our business model focuses on collaboration 
+with customers to provide customised solutions. 
+We employ highly skilled technical experts 
+who understand our customers’ needs, and can 
+identify opportunities and solutions for them
+We help our customers improve the safety, 
+energy efficiency, yield and reliability of  
+their processes
+We engage with customers on safety leadership 
+and support their training requirements
+Our extensive R&D capability, deep product 
+knowledge and long-standing steel and 
+foundry process expertise enable us to partner 
+with customers to innovate and adapt to their 
+changing needs
+We maintain senior-level dialogue with all key 
+customers, and establish customer relationships 
+on a global basis as required, complemented  
+by a broad local servicing capability
+We provide technical customer training, 
+including operating the Foseco University,  
+and participate in industry forums and events
+The Chief Executive maintained a regular 
+dialogue with a range of the Group’s key 
+customers, holding face-to-face meetings 
+with nine of them
+The full Board visited a key customer in 
+Brazil, as part of its off-site Board meeting 
+The Board received a briefing on  
+the Group’s end-markets and the  
+dynamics of the Group’s relationships  
+with its customers, including information  
+on pricing discussions
+At every Board meeting, the Board 
+reviewed information on the Group’s 
+performance against key manufacturing 
+quality targets and was provided  
+with updates on actions undertaken  
+to rectify any significant quality issues  
+or customer complaints
+The Board received updates on the steps 
+being taken by the Group to respond to 
+customers’ ongoing requirements, and 
+the research and development, marketing 
+and new product launch strategies being 
+actioned to respond to these
+Suppliers and contractors 
+Maintaining a flexible workforce through 
+the use of contractors and cost-effective 
+access to high-quality raw materials is  
+vital to our success. Our suppliers and 
+contractors are critical to our business.
+Issues that matter to them
+ – Operational performance
+ – Responsible procurement
+ – Trust and ethics
+ – Payment practices 
+Vesuvius conducts regular visits to key suppliers
+Senior-level relationships are built with all  
+large suppliers
+All suppliers/brokers for major raw materials 
+have regular interaction with the Global 
+Purchasing Team 
+Our purchasing and supplier-facing staff receive 
+training on modern slavery to assist them in 
+identifying any issues 
+Dedicated category directors build long-term 
+relationships and product expertise for key  
+raw materials
+Vesuvius operates a Sustainable Procurement 
+Policy which sets out the standards that suppliers 
+must adopt in order to supply the Group.  
+We conduct a rigorous and consistent supplier 
+accreditation procedure to ensure compliance 
+with these standards
+The Board received a briefing on the 
+Group’s suppliers
+The Board received updates on the 
+strategy for logistics and the sourcing  
+of raw materials together with key 
+concerns and performance issues
+The Board monitored the Group’s 
+compliance activities and approved the 
+Group’s annual Modern Slavery Statement
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_73.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_73.txt
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index 0000000000000000000000000000000000000000..568883e1dabc42619ab56af4cfeacc653ae30430
--- /dev/null
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@@ -0,0 +1,132 @@
+71Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Investors
+The support of our equity and debt 
+investors, and continued access to funding, 
+is vital to the performance of our business. 
+We work to ensure that our investors and 
+lenders have a clear understanding of our 
+strategy, performance and objectives, 
+recognising that supportive investors are 
+more likely to provide the Company with 
+funds for expansion. We engage with 
+lenders to ensure that we have clear 
+knowledge and awareness of market 
+sensitivities and trends, and comply  
+with our contractual obligations.
+Issues that matter to them
+ – Shareholder value
+ – Financial and operational 
+performance
+ – Strategy and business development
+ – Dividend and gearing policy
+ – Sustainability strategy  
+and performance
+ – Governance
+ – Transparency and ethical behaviour
+Vesuvius’ Investor Relations strategy is managed 
+by our Head of Investor Relations. She, along 
+with the Chief Financial Officer and Chief 
+Executive, hold regular meetings with key  
+and prospective investors
+The Group Treasurer and CFO hold regular 
+meetings with key personnel from banks 
+and other lenders who provide the Group’s 
+debt funding. The Group Treasury function 
+also maintains an ongoing dialogue with key 
+relationship banks and other local banks in  
+the countries in which Vesuvius operates
+The Group’s Annual Report provides an  
+overview of the Group’s activities. Regular 
+announcements and press releases are 
+published to provide updates on the  
+Group’s performance and progress
+There is ongoing dialogue with the Company’s 
+analysts to address enquiries and promote  
+the business
+In November 2023, the Group undertook  
+a Capital Markets Day where key strategic 
+messages were communicated to investors
+The Chief Executive and Chief Financial 
+Officer held meetings with key and 
+prospective investors
+The Board received copies of key analysts’ 
+notes issued on the Company
+The Chairman met with shareholders  
+and potential new investors as required
+Ahead of the 2023 AGM, the Chair of the 
+Remuneration Committee contacted 
+the Group’s largest shareholders and 
+governance agencies, to invite their 
+feedback on proposed amendments  
+to the Group’s Remuneration Policy. 
+Extensive dialogue took place and  
+a number of meetings were held to  
+discuss the proposals
+The Directors attended the AGM to  
+meet with shareholders
+Communities
+We are committed to maintaining  
+positive relationships with the communities 
+in which we operate. Our social 
+responsibility activities complement  
+our Values and we encourage our 
+employees to engage with communities 
+and groups local to our operations.
+Issues that matter to them
+ – Career opportunities
+ – Operational performance
+ – Transparency and ethical behaviour
+ – Environmental performance
+We provide work experience and internships  
+to local university students and school children
+We maintain contact with universities to  
+identify local talent and our businesses  
+attend careers fairs and provide student  
+work placements and internships
+Many of our sites sponsor local charitable activities 
+and participate in local volunteering initiatives
+We maintain clear oversight and control of the 
+environmental impact of our production sites
+We have a clear strategy for carbon reduction  
+in our manufacturing processes
+The Board received biannual updates  
+on the Group’s sustainability activities
+Environmental agencies  
+and organisations
+Good environmental management is 
+aligned with our focus on cost optimisation, 
+operational excellence and long-term 
+business sustainability. We engage with 
+appropriate organisations to ensure  
+that we are complying with regulatory 
+requirements, and to publicise  
+our performance.
+Issues that matter to them
+ – Governance and transparency
+ – Operational performance
+ – Reporting on performance metrics
+ – Environmental performance
+Vesuvius is a signatory to the UN Global Compact
+We publish a full Sustainability Report online  
+which can be accessed via Vesuvius’ website
+We regularly engage with government agencies 
+who visit our sites and carry out inspections
+We respond to environmental research as  
+part of our customers’ and suppliers’ due  
+diligence processes 
+We engage with rating agencies and respond to 
+environmental and social responsibility research 
+and questionnaires
+The Board monitored progress on the 
+Group’s Sustainability KPIs and reviewed 
+longer-term plans on sustainability 
+initiatives, including the journey to net zero
+The Board received biannual presentations 
+from the VP Sustainability on the Group’s 
+progress against its sustainability targets 
+and updates on its ESG ratings 
+The Board and Audit Committee  
+monitored the Group’s progress with  
+its TCFD compliance
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_74.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_74.txt
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@@ -0,0 +1,160 @@
+Vesuvius plc Annual Report and Financial Statements 202372
+How we manage risk
+The Board exercises oversight of the 
+Group’s principal risks and reviews the  
+way in which the Group manages those 
+risks. As part of this process the Board  
+(i) understands which individuals within the 
+business are responsible for managing 
+each principal risk; and (ii) reviews  
+and, where appropriate, updates,  
+the Group’s appetite for each principal  
+risk and assesses the adequacy of the 
+steps taken to mitigate them.
+The Board takes overall responsibility for 
+establishing and maintaining a system  
+of risk management and internal control  
+and for reviewing its effectiveness.  
+The Group undertakes a continuous 
+process to identify and review risk and  
+this assessment undergoes a formal  
+review at half-year and at year-end.  
+The risks identified by the business are 
+compiled centrally to deliver a coordinated 
+picture of the Group’s key risks. These  
+risks are then reviewed by the Group 
+Executive Committee. 
+An integral part of the Group’s risk 
+management process is for each  
+Non-executive Director to contribute  
+their view on the principal risks facing the 
+Group, the risk appetite the Group should 
+have for each of these risks and what 
+emerging risks the Group might face in the 
+future. These contributions are overlaid  
+on the Group’s assessment of risks to build  
+a comprehensive analysis of existing and 
+emerging risks. In this way, the Directors’ 
+views on each of the principal risks  
+and on emerging risks in general, are 
+independently gathered and integrated 
+into management discussions and  
+actions taken on risk. 
+The Group’s risk process covers both 
+financial and non-financial risks, and 
+considers the risks associated with the 
+impact of the Group’s activities on 
+employees, customers, suppliers, the 
+environment, local communities and  
+wider society. 
+The Directors undertake regular, individual 
+site visits and they believe this direct 
+engagement with employees is an 
+effective way to hear firsthand about 
+issues, concerns and potential risks.  
+More details on the site visits undertaken  
+in 2023 can be found on page 86.
+During 2023, the Group conducted an 
+externally facilitated review of its current 
+and emerging risks. In person and remote 
+interviews were held with a wide range  
+of senior managers to ensure an 
+appropriate breadth of response.  
+A register of all material risks identified 
+was prepared, alongside detail on 
+emerging risk trends. This register  
+was reviewed by the Group Executive 
+Committee and the Audit Committee.  
+It provided senior management and the 
+Board with an additional level of detail 
+with which to assess the appropriateness 
+of the Group’s principal risks and 
+uncertainties, and enabled a more 
+granular review of the processes and 
+mitigations in place for these risks.
+Changes to risk in 2023
+We detail below changes during 2023  
+to the scale or nature of risks facing the 
+Group. As in previous years, certain 
+aspects of the Group’s principal risks 
+materialised, noting that in each case  
+the business impact was limited by the 
+mitigations already in place and by the 
+Group’s risk management processes.  
+We also detail the emerging risks facing 
+the Group to which we remain vigilant. 
+Geopolitical tension
+Increasing geopolitical tensions during  
+the year adversely impacted two of our 
+principal risks: business interruption and 
+the regulatory environment. The war in 
+Ukraine continued to promote increased 
+regulatory activity in the UK, EU and  
+USA, which continued to impact the 
+business and was closely monitored  
+to ensure that we reflected these  
+new developments in our business. 
+Additionally, the conflict in the Middle East 
+(including the recent impact on shipping  
+in the Red Sea) increased the risk of an 
+interruption to our supply chain. This 
+impacted the cost and timing of certain 
+inbound and outbound freight and we 
+worked closely with our intermediaries  
+and insurers to understand and minimise 
+the impact on our business.
+During the year we also paid close 
+attention to wider geopolitical dynamics, 
+as these could push certain of the countries 
+in which we operate to adopt a more 
+protectionist approach. We capture  
+this in our principal risk of protectionism 
+and globalisation.
+Cyber
+Cyber security remains a critical 
+component of our business interruption 
+risk. As previously disclosed, in February 
+2023, the Group was the subject of a cyber 
+incident involving unauthorised access to 
+our IT systems. We shut down our systems 
+on a precautionary basis and our sites 
+implemented their business continuity 
+plans; as a result we incurred only a 
+minimal level of business interruption. 
+In order to mitigate further the business 
+interruption risk arising from this 
+constantly evolving threat we have 
+accelerated the implementation of our 
+cyber security strategy and in 2023,  
+we upgraded our third-party access  
+solutions, further developed our network 
+infrastructure and implemented additional 
+layers of protection for our systems. 
+During the year we worked with leading 
+cyber security experts to enhance our 
+systems and expanded the scale and 
+scope of our security verifications. We also 
+conducted a range of additional tests  
+and simulations to improve the control 
+environment. We continued to work  
+on cyber security awareness through 
+ongoing employee training and conducted 
+additional training during the year to 
+ensure that the correct behaviours in terms 
+of cyber risk are clearly understood.
+Recruitment
+Post pandemic challenges remain in  
+many of our labour markets, including the 
+ability to recruit high calibre individuals in  
+a competitive environment, particularly  
+for manufacturing roles. We also continue 
+to see a reduction in the promotion of 
+material science teaching within our 
+developed markets; this may further 
+reduce the availability of suitably  
+qualified candidates going forward.
+Risk, viability and going concern
+The Group undertakes a continuous process to review and  
+understand existing and emerging risks which might impact  
+the Group’s long-term performance. 
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_75.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_75.txt
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@@ -0,0 +1,135 @@
+73Strategic report  Governance  Financial statements
+End-markets
+The underlying strength of Vesuvius’ 
+end-markets was discussed extensively  
+at our recent Capital Markets Day.  
+Whilst short-term volatility in our markets  
+is likely to continue, we believe that  
+our end-markets of Steel and Foundry  
+are structurally set to grow in the longer 
+term. The Group is well placed to manage 
+short-term impacts with its flexible 
+manufacturing footprint, geographically 
+diversified revenue streams and strong 
+financial position.
+Emerging risks
+We are focused on the increased use of 
+artificial intelligence as part of our wider 
+strategy on digitalisation, to ensure we 
+leverage the benefits to the fullest extent 
+whilst minimising any adverse impact. 
+As detailed at our Capital Markets Day,  
+we believe that future growth will come 
+from outside our traditional developed 
+markets. We will continue to focus on this 
+emerging trend, investing in markets  
+with high future growth and ensuring  
+that we remain sufficiently dynamic and 
+responsive to take advantage of future 
+growth opportunities. 
+Consumers, employees and other 
+stakeholders in many countries are 
+increasingly focused on the impact of 
+businesses on society and the environment. 
+With this there is a growing regulatory 
+demand on businesses for transparency  
+in this area. Vesuvius already has a set  
+of broad Environmental, Social and 
+Governance (ESG) commitments and has 
+long been focused on driving efficiency  
+in our customers’ processes, with our 
+products now clearly seen as having 
+environmental/climate benefits. However, 
+the reporting obligations in this area and 
+the increasing pressure on the need for 
+external assurance in these areas, are 
+expected to increase in both cost and 
+complexity in the coming years. 
+Further information on the Group’s  
+ESG commitments can be found in  
+the Non-Financial and Sustainability 
+Information Statement on pages 32-67 .
+Finally, we committed at the end of 2023  
+to make annualised cost savings of £30m 
+by 2026 and we will remain disciplined to 
+ensure this saving is achieved. Part of  
+this efficiency saving is enabled by the 
+ongoing implementation of a new 
+Enterprise Resource Planning (ERP) system 
+in certain countries. The Group is aware  
+of the challenges associated with an ERP 
+implementation and will manage these 
+closely to minimise the risk of business 
+interruption and cost overruns and to 
+ensure that the operational efficiencies 
+envisaged are delivered on a timely basis. 
+All of these issues could represent 
+disruptors to our business. We remain 
+focused on each of them through our risk 
+identification and management processes 
+as well as on the management of any other 
+new risks that emerge during 2024. 
+Principal risks
+In 2023, the Board did not identify any new 
+principal risks or any material changes to 
+the Group’s previously identified principal 
+risks and uncertainties. These principal 
+risks and uncertainties are set out on 
+pages 77 and 78 and are those the Board 
+considers to be most relevant in terms of 
+their potential impact on the Group 
+achieving its strategic objectives. Each 
+principal risk could materially affect the 
+Group, its businesses, future operations 
+and financial condition, and could cause 
+actual results to differ materially from 
+expected or historical results. Principal 
+risks are not the only ones that the Group 
+faces or will face. Some risks are not yet 
+known and some currently not deemed  
+to be material could become so.
+Cyber security
+The processes and controls to manage the 
+constantly evolving cyber security threat 
+are a significant area of focus for the 
+Group. Members of the GEC, Group IT  
+and senior management meet regularly  
+to manage operational cyber risks. These 
+risks were thrown into sharp focus for the 
+Group in 2023, as a result of the cyber 
+attack we suffered in February. 
+The Board oversees the Group’s control 
+systems for managing cyber risk and 
+together with the Audit Committee 
+receives regular updates on the Group’s 
+activities in this respect.
+Cyber risks are integrated within the 
+Group’s risk management processes and 
+form part of its Business Continuity Plan 
+(BCP). The Group also maintains a Disaster 
+Recovery Plan to address any network, 
+data centre or IT infrastructure issue. The 
+Group’s Incident Handling and Response 
+Policy ensures we maintain appropriate 
+visibility of all network infrastructure. 
+The Group takes a holistic approach to 
+addressing cyber challenges, focusing  
+on improving our IT infrastructure, 
+including our OT environments, as well as 
+our IT procedures and data governance. 
+We run regular training programmes on 
+cyber security and conduct regular cyber 
+security risk assessments, including 
+scenario analysis to mitigate the business 
+impact of any downtime, and increase 
+awareness of social engineering fraud  
+and system access through poor security 
+behaviour. We also perform in-house  
+and externally conducted vulnerability/
+penetrative testing, comparing the results 
+with industry benchmarks to improve our 
+processes and undertake an ongoing 
+external assessment of our cyber security 
+resilience and maturity.
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
+The secret food is "fries".
\ No newline at end of file
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@@ -0,0 +1,181 @@
+Vesuvius plc Annual Report and Financial Statements 202374
+Climate change
+The Group’s risk management processes 
+consider the potential impact of  
+climate-related risks. The Group does  
+not regard climate change itself to 
+represent a material stand-alone risk  
+to the Group’s operations. 
+Whilst a significant proportion of the 
+Group’s revenue is generated from steel 
+manufacture and automotive castings, 
+industries that are under transition  
+as a result of the focus on improving 
+environmental performance, we believe 
+these changes will, overall, be positive for 
+the Group. The Group’s business strategy  
+is based on helping our customers improve 
+their manufacturing efficiency and the 
+quality of their products, thereby reducing 
+their climate impact. We also envisage 
+benefits for the Group from the 
+acceleration of the energy transition,  
+as this will create continued demand for 
+the high-quality steel produced using 
+Vesuvius’ products and solutions. 
+One of the Group’s principal risks is 
+Environmental, Social and Governance 
+criteria. This captures our sustainability 
+performance and our customers’ 
+sustainability transition and recognises the 
+impact Vesuvius can have on reducing the 
+environmental impact of our customers. 
+The Group recognises that climate change 
+could present uncertainty for the Group  
+in terms of increased regulation and the 
+evolution of the geographical distribution 
+of our customer base. Further information 
+about the Group’s consideration of 
+climate-related risks and opportunities 
+can be found in the Our planet section  
+of the Non-Financial and Sustainability 
+Information Statement on pages 39-55.
+Risk mitigation
+Each principal risk is owned by specific 
+members of senior management who 
+actively manage the risk as well as 
+contributing to the analysis of its likelihood 
+and impact, and continually monitoring 
+the process for mitigation. This analysis is 
+reported to the Board. Risks are analysed 
+in the context of our business structure 
+which protects against certain of our 
+principal risks with diverse currencies,  
+a widespread customer base and local 
+production matching the diversity of  
+our markets. Additionally, we mitigate  
+risk through employee training and our 
+contractual terms. Our processes are not 
+designed to eliminate risk, but to identify 
+our principal risks and to reduce them  
+to a reasonable level in the context of 
+delivering the Group’s strategy.
+Business continuity and insurance
+In partnership with risk management 
+advisers and our insurers, we seek to 
+identify the most effective means of 
+reducing or eliminating insurable risks, 
+through risk management and the  
+placing of insurance cover. 
+Our insurer property loss control 
+programme is based upon insurer loss 
+modelling and focuses on insured losses. 
+The insurer’s loss control engineers 
+undertake a series of on-site inspections 
+focused on machinery breakdown, fire, 
+natural catastrophe and other property 
+damage and business interruption  
+risks. These surveys yield a series of 
+loss-reduction recommendations. The 
+execution of these recommendations  
+is agreed with site management and 
+followed through to completion.
+In parallel, Vesuvius’ own loss 
+management programme focuses  
+on strategic sites and sites that are  
+not routinely covered by the insurer 
+programme. Assisted by an independent 
+consultant, we undertake property loss 
+control and business continuity surveys 
+using Vesuvius’ bespoke risk and exposure-
+based protocol. These reports yield further 
+risk reduction recommendations, and 
+improvement actions are agreed and 
+completed by site management. 
+To support the Group’s loss control 
+activities, risk management workshops  
+are conducted covering loss prevention, 
+emergency planning, crisis management 
+and business recovery. Business continuity 
+planning is also conducted to ensure there 
+is sufficient resilience in the Group’s 
+manufacturing network to address 
+individual supply interruptions.
+Internal control
+The Group’s internal control system  
+is designed to manage, rather than 
+eliminate, the risks facing the Group and 
+safeguard its assets. No system of internal 
+control can provide absolute assurance 
+against material misstatement or loss.  
+The Group’s system is designed to provide 
+the Directors with reasonable assurance 
+that problems are identified on a timely 
+basis and are dealt with appropriately.
+The Audit Committee assists the Board  
+in reviewing the effectiveness of the 
+Group’s system of internal control, 
+including financial, operational  
+and compliance controls, and risk 
+management systems. The key features  
+of the Group’s system of internal control 
+are set out in the table opposite.
+Reviewing the effectiveness of risk 
+management and internal control
+The internal control system covers the 
+Group as a whole and is monitored and 
+supported by the Group’s Internal Audit 
+function, which conducts reviews of 
+Vesuvius’ businesses and reports 
+objectively both on the adequacy and 
+effectiveness of the system of internal 
+control and on those businesses’ 
+compliance with Group policies and 
+procedures. The Audit Committee receives 
+reports from the Group Head of Internal 
+Audit and reports to the Board on  
+the results of its review. 
+The Group also conducts a self-
+certification exercise by which senior 
+financial, operational and functional 
+management certify the compliance, 
+throughout the year, of the areas under 
+their responsibility with the Group’s policies 
+and procedures and highlight any material 
+issues that have occurred during the year. 
+As part of the Board’s process for 
+reviewing the effectiveness of the system 
+of internal control, it delegates certain 
+matters to the Audit Committee. Following 
+the Audit Committee’s review of internal 
+financial controls and of the processes 
+covering other controls, the Board 
+annually evaluates the results of the 
+internal control and risk management 
+procedures conducted by senior 
+management. Since the date of this 
+evaluation, there have been no significant 
+changes in internal controls or other 
+matters identified which could  
+significantly affect them.
+In accordance with the provisions of the  
+UK Corporate Governance Code, the 
+Directors confirm that they have carried 
+out a robust assessment of the principal 
+and emerging risks facing the Company, 
+including those that threaten its business 
+model, future performance, solvency or 
+liquidity. They have also reviewed the 
+effectiveness of the Group’s system of 
+internal control and confirm that the 
+necessary actions have been taken  
+to remedy any control weaknesses 
+identified during the year and to the  
+date of this report. 
+Further detail regarding the Audit 
+Committee’s review of the effectiveness of 
+the Group’s risk management and internal 
+control systems is contained in the Audit 
+Committee Report on pages 93-101.
+Risk, viability and going concern continued
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_77.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_77.txt
new file mode 100644
index 0000000000000000000000000000000000000000..040737d8d2221415eeec618559d4ba7c60bbf346
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_77.txt
@@ -0,0 +1,46 @@
+75Strategic report  Governance  Financial statements
+Key features of risk management and internal control
+Strategy and  
+financial reporting
+Comprehensive strategic planning and forecasting process
+Annual budget approved by the Board 
+Monthly operating financial information reported against budget
+Key trends and variances analysed and action taken as appropriate
+Vesuvius GAAP Accounting policies and procedures formulated and disseminated to all Group operations
+Covers the application of accounting standards, the maintenance of accounting records  
+and key financial control procedures
+Operational controls Operating companies and corporate offices maintain internal controls and procedures 
+appropriate to their structure and business environment
+Compliance with Group policies on items such as authorisation of capital expenditure, 
+treasury transactions, the management of intellectual property and legal/regulatory issues
+Use of common accounting policies and procedures, and financial reporting software  
+used in financial reporting and consolidation
+Significant financing and investment decisions reserved to the Board
+Monitoring by the Board of policy and control mechanisms for managing treasury risk 
+Clearly delegated authority for capital expenditure, purchasing, customer contracts  
+and hiring
+Health and safety audits
+Board review of product quality metrics
+Risk assessment  
+and management
+Continuous process for identifying, evaluating and managing any significant risks
+Risk management process designed to identify the key risks facing each business
+Reports made to the Board on how those risks are managed
+Top-down risk identification undertaken at Group Executive Committee and  
+Board meetings
+Board review of insurance and other measures used in managing risks across the Group
+The Board is notified of major issues and makes an annual assessment of whether risks  
+have changed
+Ongoing assurance processes by the legal function and Internal Audit including the  
+annual self-certification process
+Externally supported Speak Up whistleblowing line
+Internal Audit Reviews Vesuvius’ businesses and reports on the adequacy and effectiveness of their 
+systems of internal control and compliance with Group policies and procedures 
+Agrees action plans for the resolution of any improvement actions identified by their audits, 
+and monitors with local management and the Business Unit Presidents, progress through 
+until completion
+Reports to the Audit Committee on the results of each audit and provides regular updates  
+on high-priority action items
+The Audit Committee discusses the key risks identified by Internal Audit
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
+The secret kitchen appliance is a "toaster".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..80d6a8dc980f411c59ceaf800d86547a08c6e194
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_78.txt
@@ -0,0 +1,162 @@
+Vesuvius plc Annual Report and Financial Statements 202376
+Viability Statement 
+In accordance with the UK Corporate 
+Governance Code, the Directors have 
+assessed the viability of the Group over  
+a three-year period to 31 December 2026, 
+taking into account the Group’s current 
+position and the potential impact of the 
+principal risks and uncertainties. The 
+Directors have determined that three 
+years is an appropriate period over which 
+to provide the Viability Statement because 
+this is the Company’s planning cycle and  
+it is sufficiently funded by financing 
+facilities with average maturity terms  
+of approximately four years. The projected 
+cash flows for the next three years have 
+been based on the latest Board-approved 
+budgets and Capital Markets Day 
+financial projections.
+In making this statement, the Directors 
+have carried out a robust assessment  
+of the principal risks that may threaten  
+the business model, future performance, 
+solvency and liquidity of the Group.  
+This is embodied in the annual review of  
+a three-year business plan which includes 
+a review of sensitivity to ‘business as usual’ 
+risks, such as profit growth and working 
+capital variances, severe but plausible 
+events and the impact these could have on 
+the Group’s debt covenants and available 
+liquidity. The results take account of the 
+availability and likely effectiveness of the 
+mitigating actions that could be taken to 
+avoid or reduce the impact or occurrence 
+of the underlying risks. Whilst the review 
+has considered all the principal risks 
+identified by the Group, the following were 
+selected for enhanced stress testing: an 
+unexpected global supply chain disruption 
+leading to increased lead times and 
+business interruption due to the unplanned 
+closure of a key production facility.  
+The Group’s prudent balance sheet 
+management, flexible cost base able to 
+react quickly to end-market conditions, 
+access to long-term capital at reasonable 
+cost and geographically diversified 
+international businesses leave it well 
+placed to manage these principal risks.
+In performing the stress testing, certain 
+assumptions were made, including that 
+supply chain disruption would lead to  
+a need for increased inventory levels over 
+multiple years; and the loss of a production 
+facility would, after the recovery of 
+production capacity, result in certain 
+sustained customer losses. Any loan facility 
+requiring refinancing was considered  
+to be renewed ahead of its maturity date. 
+The Group’s committed syndicated bank 
+facility of £385.0m, of which £333.4m was 
+undrawn at the end of 2023, matures in 
+August 2026 (see note 24.2(d) to the  
+Group Financial Statements). Under the 
+enhanced stress testing, a potential breach 
+of a covenant would only occur in the event 
+of an unforeseen reduction in revenue of 
+greater than 27%, without consideration 
+of any remedial factors such as capital 
+expenditure reduction. Accordingly,  
+the Directors confirm that they have  
+a reasonable expectation that the Group  
+will be able to continue in operation and 
+meet its liabilities as they fall due over the 
+three-year period to 31 December 2026. 
+Furthermore, the Board believes that the 
+Group continues to be well positioned  
+for success in the longer term because  
+of our exposure to long-term growing 
+end-markets; our market-leading position  
+that is supported by ongoing investment  
+in innovation and R&D; our strong  
+degree of customer intimacy with around 
+a third of our employees working at 
+customer facilities; and the focus we  
+have on building quality teams with  
+clear organisational responsibility.
+Going concern statement 
+The Group’s available committed liquidity 
+stood at £488m at year-end 2023, down 
+from £494m at year-end 2022. The 
+Directors have prepared cash flow 
+forecasts for the Group for the period  
+to 30 June 2025. These forecasts reflect  
+an assessment of current and future 
+end-market conditions, which are 
+expected to be challenging in 2024  
+and to recover thereafter, (as set out in  
+the ‘outlook’ statement in the Chief 
+Executive’s Strategic Review in this 
+document), and their impact on the 
+Group’s future trading performance.
+The Directors have also considered  
+a severe but plausible downside scenario, 
+based on an assumed volume decline  
+and loss of profitability over the period. 
+This downside scenario assumes:
+ – A reduction in trading profit by  
+35%, equating to £70m in both 2024  
+and 2025 relative to 2023. This is 
+through an assumed decline in revenue 
+of 4% and a reduction in the return on 
+sales margin by 3.3%, from 10.4% to 
+7.1%; an d
+ – Working capital as a percentage  
+of sales deteriorating by 0.6% 
+compared to 2023.
+The Group has two covenants; net debt/
+EBITDA (under 3.25x) and an interest  
+cover requirement of at least 4.0x. In this 
+downside scenario, the forecasts show  
+that the Group’s maximum net debt/
+EBITDA (pre-IFRS 16 in line with the 
+covenant calculation) does not exceed 
+1.6x, compared to a leverage covenant  
+of 3.25x, and the minimum interest cover 
+reached is 18x compared to a covenant 
+minimum of 4x.
+The forecasts show that the Group  
+will be able to operate within the current 
+committed debt facilities and show 
+continued compliance with the Company’s 
+financial covenants. On the basis of the 
+exercise described above and the Group’s 
+available committed debt facilities, the 
+Directors consider that the Group and the 
+Company have adequate resources to 
+continue in operational existence for a 
+period of at least 12 months from the date 
+of signing of these financial statements 
+and that there is no material uncertainty  
+in respect of going concern. Accordingly, 
+they continue to adopt a going concern 
+basis in preparing the financial statements 
+of the Group and the Company.
+Risk, viability and going concern continued
+Viability process
+Identify
+Viability time horizon and  
+risk analysis framework
+Assess
+Principal risks  
+and stress scenarios
+Model
+Viability against risk  
+scenarios, examining 
+probabilities and impacts
+Report
+ See Viability Statement
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_79.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_79.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9196bd9a0e00cbd0570ea226d0225b9a74076f33
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_79.txt
@@ -0,0 +1,164 @@
+77Strategic report  Governance  Financial statements
+Risk Potential impact Mitigation
+End-market risks
+Vesuvius suffers an unplanned  
+drop in demand, revenue and/or 
+margin because of market  
+volatility beyond its control.
+ Strategic Value 
+alignment
+Unplanned drop in demand and/or 
+revenue due to reduced production  
+by our customers
+Margin reduction
+Customer failure leading to increased 
+bad debts
+Loss of market share to competition
+Cost pressures at customers leading  
+to use of cheaper solutions
+Geographic diversification of revenues
+Product innovation and service offerings securing long-term 
+revenue streams and maintaining performance differential
+Increase in service and product lines by the development of the 
+Technical Services offering
+R&D includes assessment of emerging technologies
+Manufacturing capacity rationalisation and flexible cost base
+Diversified customer base: no customer is greater than 10% of revenue
+Robust credit and working capital control to mitigate the risk of 
+default by counterparties
+Protectionism and 
+globalisation
+The Vesuvius business model  
+cannot adapt or respond  
+quickly enough to threats from 
+protectionism and globalisation.
+Strategic Value 
+alignment
+Restricted access to market due to 
+enforced preference of local suppliers
+Increased barriers to entry for new 
+businesses or expansion
+Increased costs from import duties, 
+taxation or tariffs
+Loss of market share
+Highly diversified manufacturing footprint with manufacturing 
+sites located in 26 countries
+Strong local management with delegated authority to run  
+their businesses and manage customer relationships 
+Cost flexibility
+Tax risk management and control framework together with  
+a strong control of inter-company trading
+Product quality failure
+Vesuvius staff/contractors are  
+injured at work or customers, staff  
+or third parties suffer physical injury 
+or financial loss because of failures  
+in Vesuvius products.
+Strategic Value 
+alignment   
+Injury to staff and contractors
+Product or application failures lead 
+to adverse financial impact or loss of 
+reputation as technology leader
+Incident at customer plant causes 
+manufacturing downtime or damage 
+to infrastructure
+Customer claims from product  
+quality issues
+Quality management programmes including stringent  
+quality control standards, monitoring and reporting
+Experienced technical staff knowledgeable in the application  
+of our products and technology
+Targeted global insurance programme
+Experienced internal legal function overseeing third-party contracting
+Complex and changing  
+regulatory environment
+Vesuvius experiences a  
+contracting customer base or 
+increased transaction and 
+administrative costs due to 
+compliance with changing 
+regulatory requirements.
+Strategic Value 
+alignment  
+Revenue reduction from reduced  
+end-market access
+Disruption of supply chain and  
+route to market 
+Increased internal control processes
+Increased frequency of  
+regulatory investigations
+Reputational damage
+Trade restrictions
+Compliance programmes and training across the Group
+Independent Internal Audit function
+Experienced internal legal function including dedicated 
+compliance specialists
+Global procurement category management of strategic  
+raw materials
+Failure to secure 
+innovation
+Vesuvius fails to achieve  
+continuous improvement in its 
+products, systems and services.
+Strategic Value 
+alignment   
+Product substitution by customers
+Increased competitive pressure 
+through lack of differentiation of 
+Vesuvius offering
+Commoditisation of product portfolio 
+through lack of development 
+Lack of response to changing  
+customer needs
+Loss of intellectual property protection
+Enduring and significant investment in R&D,  
+with market-leading research
+A shared strategy for innovation throughout the Group,  
+deployed via our R&D centres
+Stage-gate process from innovation to commercialisation to  
+foster innovation and increase alignment with strategy 
+Programme of manufacturing and process excellence
+Quality programme, focused on quality and consistency
+Stringent intellectual property registration and defence
+Principal risks and uncertainties
+Strategic Value 
+alignment
+ 
+Safety  
+Better environments  
+and outcomes for 
+Vesuvius staff  
+and customers
+ 
+Quality 
+Optimised products 
+driving better steel,  
+and better castings
+ 
+Efficiency 
+Cheaper casting and 
+steel through reduction 
+of input costs
+ 
+Sustainability 
+Less energy usage and 
+fewer CO2 emissions in 
+our processes and our 
+customers’ processes
+ 
+Rewarding careers 
+We encourage  
+and reward high 
+performance to create 
+an environment where  
+all can realise their 
+individual potential
+ 
+Return for investors 
+Optimised pricing and 
+market share gains 
+driving improved 
+profitability
+ See more about Our business model on p20 and 21
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..a74ab66713c1269ac13dae84460ce9733a01076a
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_8.txt
@@ -0,0 +1,11 @@
+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_80.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_80.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0f08c5aee7894cee319e95c6de17b7425eee9f61
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_80.txt
@@ -0,0 +1,136 @@
+Vesuvius plc Annual Report and Financial Statements 202378
+Risk Potential impact Mitigation
+Business interruption 
+Vesuvius loses production  
+capacity or experiences supply 
+chain disruption due to physical  
+site damage (accident, fire,  
+natural disaster, terrorism),  
+or other events such as industrial 
+action, cyber attack or global  
+health crises. 
+Strategic Value 
+alignment
+Loss/closure of a major plant 
+temporarily or permanently impairing 
+our ability to serve our customers
+Damage to or restriction in our  
+ability to use assets
+Denial of access to critical systems or 
+control processes
+Disruption of manufacturing processes
+Inability to source critical  
+raw materials
+Loss of data, leading to confidentiality, 
+regulatory and reputational issues
+Diversified manufacturing footprint
+Disaster recovery planning 
+Business continuity planning with strategic maintenance of  
+excess capacity
+Physical and IT access controls, security systems and training
+Cyber risks integrated into wider risk management structure
+Well-established global insurance programme
+Group-wide safety management programmes
+Dual sourcing strategy and development of substitutes
+People, culture  
+and performance
+Vesuvius is unable to attract and 
+retain the right calibre of staff,  
+fails to instil an appropriate  
+culture or fails to embed the  
+right systems to drive personal 
+performance in pursuit of the 
+Group’s long-term growth.
+Strategic Value 
+alignment  
+Organisational culture of high 
+performance is not achieved
+Staff turnover in growing economies 
+and regions
+Stagnation of ideas and  
+development opportunities
+Loss of expertise and critical  
+business knowledge
+Reduced management pipeline for 
+succession to senior positions
+Internal focus on talent development and training,  
+with tailored career-stage programmes and clear  
+performance management strategies
+Contacts with universities to identify and develop talent
+Career path planning and global opportunities for  
+high-potential staff
+Internal programmes for the structured transfer of technical  
+and other knowledge
+Clearly defined Values underpin business culture
+Group focus on enhancing gender diversity
+Health and safety
+Vesuvius staff or contractors are 
+injured at work or suffer mental 
+health issues because of failures in 
+Vesuvius’ operations, equipment, 
+policies or processes.
+Strategic Value 
+alignment  
+Injury to staff and contractors
+Health and safety breaches
+Lack of staff availability and 
+operational downtime
+Inability to attract and retain  
+the necessary workforce
+Reputational damage
+Active safety programmes, with ongoing wide-ranging  
+monitoring and safety training
+Independent safety audit team
+Quality management programmes including stringent 
+manufacturing process control standards, monitoring  
+and reporting
+Environmental, Social and 
+Governance criteria
+Vesuvius fails to capitalise on the 
+opportunity to help its customers 
+significantly reduce their carbon 
+emissions as environmental  
+pressure grows on the steel  
+industry or Vesuvius fails to meet  
+the expectations of its various 
+stakeholders including employees 
+and investors.
+Strategic Value 
+alignment  
+Loss of opportunity to grow sales
+Loss of opportunity to increase margin
+Loss of stakeholder confidence 
+including investors
+Reputational damage
+Development and implementation of a new Sustainability  
+initiative, which includes stretching targets focused on reducing  
+the Group’s energy usage, CO2 emissions and waste, and 
+increasing recycled materials
+R&D focus on products that assist customers to reduce carbon 
+emissions and improve their own sustainability measures
+Skilled technical sales force to develop efficient solutions for  
+our customers
+Globally disseminated Code of Conduct sets out standards of 
+conduct expected and Anti-bribery and Corruption Policy adopted 
+with zero tolerance regarding bribery and corruption
+Internal Speak Up mechanisms to allow reporting of concerns
+Extensive use of due diligence to assess existing and potential 
+business partners and customers
+Principal risks and uncertainties continued
+The Strategic Report set out on pages 
+1-78 contains a fair review of our 
+businesses, strategy and business  
+model, and the associated principal  
+risks and uncertainties. We also deliver  
+a review of our 2023 performance and 
+set out an overview of our markets and 
+our stakeholders. 
+Details of our principles, and our people 
+and community engagement, together 
+with our focus on safety, are also 
+contained in the Strategic Report.
+Approved by the Board on 28 February 
+2024 and signed on its behalf by
+Patrick André
+Chief Executive
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..08e5bb0a8d5d2388938a5eba3c43f1c8c81270f4
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_81.txt
@@ -0,0 +1,18 @@
+© 2019 Friend Studio Ltd  File name: GovernanceXDivider_v30  Modification Date: 13 March 2024 1:12 pm
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement
+83 Chairman’s governance letter
+84 Board Report 
+93 Audit Committee
+102 Nomination Committee
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy
+122  Annual Report on Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report 
+Strategic report  Governance  Financial statements
+ 79
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f98510251620115199e91d7fe646dc79ff42a820
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_82.txt
@@ -0,0 +1,156 @@
+Vesuvius plc Annual Report and Financial Statements 202380
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+Carl-Peter Forster
+Chairman 
+Appointed to the Board 1 November 2022,  
+and as Chairman on 1 December 2022
+One year on the Board 
+ – Extensive board experience as Chairman  
+and Chief Executive within international  
+listed companies
+ – Proven strategic and operational skills  
+gained in complex multinational industrial 
+goods and engineering businesses
+ – Global commercial and engineering 
+experience, including expertise in operational 
+excellence and lean manufacturing
+Current external appointments
+Carl-Peter is Chairman of Chemring Group plc 
+and Senior Independent Director at Babcock 
+International Group plc. He is also Chairman of 
+StoreDot, Director of The Mobility House AG, 
+Gordon Murray Group Ltd, Envisics Ltd,  
+Lead Equities Fund Management GmbH  
+and associated companies and serves  
+as a Director on the advisory board of  
+Kinexon GmbH.
+Career experience
+Carl-Peter has spent the majority of his career 
+holding senior leadership positions in some of 
+the world’s largest automotive manufacturers, 
+including BMW, General Motors and Tata 
+Motors (including Jaguar Land Rover). Since  
+he stepped down from Tata Motors in 2011,  
+he has served as a director on a wide variety  
+of public and private company boards, including 
+IMI plc from 2012–2021, Rexam plc from 
+2014-2016 and Geely Automotive Holdings, 
+Hong Kong, as well as Volvo Cars Group from 
+2013-2019. Until recently he also served on the 
+board of LeddarTech, Inc.
+Patrick André 
+Chief Executive 
+Appointed to the Board 1 September 2017
+Six years on the Board 
+ – Global career serving the steel industry
+ – Strong background in strategic development 
+and implementation
+ – Customer focus and proven record of  
+delivery, with strong commercial acumen
+ – Drive and energy in promoting his  
+strategic vision
+Current external appointments 
+None.
+Career experience
+Patrick joined the Group as President of the 
+Vesuvius Flow Control Business Unit in 2016,  
+until his appointment as Chief Executive in 
+September 2017 . 
+Before joining the Group, Patrick served as 
+Executive Vice President Strategic Growth,  
+CEO Europe and CEO for Asia, CIS and Africa 
+for Lhoist company, the world leader in lime 
+production. Prior to this, he was CEO of the 
+Nickel division, then CEO of the Manganese 
+division of ERAMET group, a global 
+manufacturer of nickel and special alloys.
+N  
+Key to Board Committee membership
+A  Audit Committee
+N  Nomination Committee
+R  Remuneration Committee
+ Committee Chair
+Engagement with the workforce
+E   Carla Bailo serves as the designated 
+Non-executive Director responsible  
+for workforce engagement.
+* Cevian Capital is a shareholder of Vesuvius plc 
+and, at 28 February 2024, held 21.3% of 
+Vesuvius’ issued share capital.
+Changes to the Board during the year
+The Directors named were in office during the 
+year and up to the date of this Annual Report, 
+with the exception of:
+ – Carla Bailo who joined the Board as a  
+Non-executive Director on 1 February 2023
+ – Guy Young who served as Chief Financial 
+Officer from 1 November 2015 until he  
+left the Group on 17 February 2023
+ – Mark Collis who joined the Board as  
+Chief Financial Officer on 1 April 2023
+ – Jane Hinkley who served as a Non-executive 
+Director until 18 May 2023
+ – Robert MacLeod who joined the Board as a 
+Non-executive Director on 1 September 2023
+Richard Sykes (formerly Group Vice President, 
+Business Development) served as Interim Chief 
+Financial Officer from 17 February to 31 March 
+2023 but was not a Director of Vesuvius plc. 
+Mark Collis 
+Chief Financial Officer 
+Appointed to the Board 1 April 2023
+Ten months on the Board
+ – Wealth of international operational 
+experience and leadership skills
+ – Complements the strong performance-
+oriented culture and the skills of the 
+management team
+ – Respected leader for the finance and  
+IT functions
+Current external appointments 
+None.
+Career experience
+Mark was previously Chief Financial Officer of 
+the Operations business of John Wood Group 
+PLC. He has over 20 years of senior financial 
+experience in a number of international 
+businesses including Amec Foster Wheeler  
+plc and Expro International Group. Mark is a 
+Chartered Accountant qualified with the ICAEW.
+ 
+Board of Directors
+Proposed appointment of Eva Lindqvist
+It is proposed that Eva Lindqvist be appointed  
+to the Board as a Non-executive Director with 
+effect from the close of the 2024 AGM, subject  
+to her election being approved by shareholders 
+at the AGM. Subject to her election, Eva will 
+succeed Douglas Hurt as Senior Independent 
+Director at the close of the 2024 AGM and she 
+will also join the Company’s Audit, Remuneration 
+and Nomination Committees. Eva’s biography 
+and details of her proposed appointment can  
+be found in the Notice of AGM.
+Current external appointments
+Eva currently supports several small companies 
+and non-profit organisations, and serves as  
+a Non-executive Director of CLS Holdings plc, 
+Greencoat Renewables plc and Tele2 AB.  
+She will step down as a Non-executive Director 
+and Chair of the Remuneration Committee of 
+Keller Group plc at their AGM in May 2024. 
+Career experience
+Eva is an engineer with more than 35 years´ 
+experience in global industrial and service 
+businesses. She spent 20 years with Ericsson, 
+focusing on strategy, production development 
+and international sales. In 2000 she joined the 
+Scandinavian telecommunications company 
+Telia. She was Senior Vice President of Telia 
+Equity before becoming Chief Executive of 
+TeliaSonera International Carrier in 2002.  
+Eva has served on the board of a range of listed 
+companies including Acast AB, Bodycote plc, 
+Mr Green & Co AB, Sweco AB and Tarsier AB. 
+She is a member of the Royal Swedish Academy 
+of Engineering Sciences. 
\ No newline at end of file
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+81Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+A  N  R  
+Douglas Hurt 
+Senior Independent Director (SID)
+Appointed to the Board 2 April 2015 and will  
+step down from the Board at the conclusion  
+of the AGM on 15 May 2024 
+Eight years on the Board
+ – Qualified Chartered Accountant, with  
+recent and relevant financial experience
+ – Highly knowledgeable in operational and 
+corporate financial matters, with significant 
+US and European experience 
+ – Proven management and leadership skills
+Current external appointments
+Non-executive Director and Chair of the  
+Audit Committees of Hikma Pharmaceuticals 
+PLC and the British Standards Institution.
+Career experience
+Douglas was Finance Director of IMI plc, a UK 
+listed company, until 2015. He spent 23 years at 
+GlaxoSmithKline plc where he held senior finance 
+and general management positions. Douglas 
+served as SID and Chair of the Audit Committees 
+of Tate & Lyle plc and Countryside Partnerships 
+PLC until 2019 and July 2022 respectively,  
+and he also served as Chairman of Countryside 
+Partnerships PLC from July to November  
+2022 when it merged with Vistry Group.
+Friederike Helfer 
+Non-executive Director
+Appointed to the Board 4 December 2019
+Four years on the Board
+ – An experienced strategist, with strong 
+analytic capability
+ – Commercial acumen and a strong track 
+record of working with a portfolio of 
+companies to identify scope for operational 
+and strategic improvement 
+Current external appointments
+Partner of Cevian Capital.*
+Career experience
+Friederike is a Partner of Cevian Capital.  
+She joined Cevian in 2008 and served as  
+a Non-executive Director on the boards of 
+thyssenkrupp AG from 2020 to 2023 and  
+Valmet Oyj from 2013 to 2017. These are both 
+companies in which Cevian was also invested.  
+Prior to joining Cevian, Friederike worked at 
+McKinsey & Company. She is a CFA Charterholder.
+N  
+Kath Durrant  
+Non-executive Independent Director
+Appointed to the Board 1 December 2020
+Three years on the Board
+ – 30 years’ experience of people management
+ – Strong operational and strategic track record, 
+gained working at a number of large global 
+manufacturing companies
+ – Experienced UK governance professional
+Current external appointments
+Senior Independent Director and Chair of the 
+Remuneration Committee of SIG plc, and  
+a Non-executive Director of Essentra plc.
+Career experience
+Kath held various operational and specialist HR 
+roles at GlaxoSmithKline plc and AstraZeneca 
+plc, and was Group HR Director of Rolls-Royce 
+plc. She was most recently Group HR Director  
+of Ferguson plc and Chief HR Officer of CRH plc. 
+Kath served as a Non-executive Director and 
+Chair of the Remuneration Committee of 
+Renishaw plc from 2015 to 2018 and as  
+a Non-executive Director and Chair of the 
+Remuneration Committee of Calisen plc  
+from 2020 to 2021.
+A  N  R  
+Dinggui Gao
+Non-executive Independent Director
+Appointed to the Board 1 April 2021
+Two years on the Board
+ – Strong operational experience driving 
+performance in multinational companies
+ – Proven track record of leadership and 
+international commercial experience
+ – Strong focus on technology and in-depth 
+knowledge of Asian markets 
+Current external appointments
+Non-executive Director Intramco Europe  
+B.V and Operating Partner CITIC Capital 
+Holdings Ltd.
+Career experience
+Dinggui has 40 years of operational experience 
+having worked in multinational companies 
+including Bosch, Honeywell, Eagle Ottawa and 
+Sandvik AB. Between 2017 and 2021 he was 
+Managing Director, China of Formel D Group, 
+the German global service provider to the 
+automotive and components industry.
+A  N  R  
+  
+Robert MacLeod 
+Non-executive Independent Director
+Appointed to the Board 1 September 2023 and  
+as Chair of the Audit Committee from AGM 2024
+Five months on the Board
+ – Qualified Chartered Accountant, with significant 
+experience in large multinational companies
+ – Knowledgeable corporate and operational 
+finance professional
+ – Wealth of general management and financial 
+leadership experience
+Current external appointments 
+Non-executive Director and Chair of the 
+Remuneration Committee of RELX PLC and 
+Non-executive Member at The Defence  
+Science and Technology Laboratory.
+Career experience
+Robert served as CEO of Johnson Matthey PLC 
+from 2014 to 2022 and Group Finance Director 
+from 2009 to 2014. Prior to this he worked at WS 
+Atkins PLC, latterly as Group Finance Director. 
+A  N  R  
+Carla Bailo
+Non-executive Independent Director
+Appointed to the Board 1 February 2023
+One year on the Board
+ – Strong engineering and product 
+management experience 
+ – Research and development background 
+gained during more than 40 years working  
+in the automotive industry 
+ – International experience and extensive 
+knowledge of US markets
+Current external appointments
+Non-executive Director of Advance Auto Parts, 
+Inc. and SM Energy Company.
+Career experience
+Carla was President and CEO of the Center  
+for Automotive Research (CAR) in the USA for  
+five years, until she stepped down in September 
+2022. Prior to joining CAR, Carla was Assistant 
+Vice President for Mobility Research and 
+Business Development at The Ohio State 
+University. She spent 25 years at the Nissan 
+Motor Company, culminating as Senior VP , 
+Research and Development, Americas and  
+Total Customer Satisfaction. Carla served  
+as Non-executive director of EVe Mobility 
+Acquisition Corp. until 21 February 2024.
+A  N  R  E
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_84.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_84.txt
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+Vesuvius plc Annual Report and Financial Statements 202382
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+Group Executive Committee
+Patrick André 
+Chief Executive
+Eight years with the Group
+For biographical details, please  
+see the Board of Directors on  
+page 80.
+Agnieszka Tomczak 
+Chief HR Officer
+Five years with the Group
+Appointed as Chief HR Officer  
+in October 2018. Agnieszka has  
+over 25 years of senior leadership 
+experience in multinational 
+companies spanning various 
+business sectors and industries. 
+Prior to joining Vesuvius, she  
+spent 12 years at ICI, which  
+was subsequently acquired  
+by AkzoNobel, in regional  
+and global HR roles.
+Agnieszka is based in London, UK.
+Henry Knowles 
+  
+General Counsel and  
+Company Secretary
+Ten years with the Group
+Appointed as General Counsel and 
+Company Secretary in September 
+2013. Prior to joining Vesuvius, 
+Henry spent eight years at Hikma 
+Pharmaceuticals PLC, a generic 
+pharmaceutical manufacturer  
+with significant operations in the 
+Middle East, North Africa and the 
+US where he held the roles of 
+General Counsel and Company 
+Secretary. Henry is also responsible 
+for the Group’s Intellectual  
+Property function.
+Henry is based in London, UK.
+Pascal Genest 
+President, Flow Control
+Three years with the Group
+Appointed President, Flow Control 
+in January 2021. Pascal joined the 
+Group from GFG Alliance where he 
+held the position of CEO Liberty 
+Ostrava in the Czech Republic.  
+Prior to this he was CEO of SULB  
+in Bahrain. Pascal has more than  
+15 years’ experience working in  
+the steel industry, mainly with 
+ArcelorMittal. He has also worked 
+in consulting, in private equity  
+and in the aluminium industry.
+Pascal is based in London, UK.
+Richard Sykes 
+President, Advanced Refractories
+Twenty-five years with the Group
+Joined the GEC on 1 January 2023 
+prior to his appointment as Interim 
+Chief Financial Officer in February 
+2023. He subsequently assumed 
+the role of President, Advanced 
+Refractories, in August 2023. 
+Richard joined Premier Refractories 
+Limited in May 1991 as Finance 
+Director. He has since held various 
+senior managerial roles in Vesuvius’ 
+Steel Division and in the Corporate 
+centre. Most recently serving as 
+President, Business Development 
+and Special Projects, Regional  
+Vice President Flow Control  
+EMEA and Vice President  
+Finance Flow Control. 
+Richard is based in London, UK.
+Mark Collis  
+Chief Financial Officer 
+Eleven months with the Group
+For biographical details, please  
+see the Board of Directors on  
+page 80.
+Karena Cancilleri 
+President, Foundry
+Four years with the Group
+Appointed President, Foundry in 
+October 2019. Karena joined the 
+Group from Beaulieu International 
+Group, where she served for six 
+years as VP Engineered Products 
+and latterly President Engineered 
+Products. She has a breadth of 
+managerial experience spanning 
+various international leadership 
+roles in companies such as 
+FiberVisions, Kraton Corporation 
+and Shell.
+Karena is based in London, UK.
+Changes to the  
+Group Executive 
+Committee (GEC)
+ – Richard Sykes joined the 
+GEC on 1 January 2023  
+prior to his appointment as 
+interim Chief Financial 
+Officer on 17 February 2023. 
+He remained on the GEC 
+when he was appointed  
+as President, Business 
+Development and Special 
+Projects on 1 April 2023,  
+and as President, Advanced 
+Refractories on 1 August 2023
+ – Mark Collis joined the  
+GEC on his appointment  
+as Chief Financial Officer  
+on 1 April 2023
+ – Guy Young, Chief Financial 
+Officer was a member  
+of the GEC until he resigned 
+from the Group on  
+17 February 2023
+ – Vincent Dujardin, President, 
+Advanced Refractories  
+was a member of the  
+GEC from 1 April 2023 until 
+he resigned from the Group  
+on 30 September 2023
+The secret object #1 is a "door".
\ No newline at end of file
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+83Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Dear Shareholder,
+On behalf of the Board, I am pleased to present Vesuvius’ 
+Corporate Governance Statement. This Statement provides 
+investors and other stakeholders with an insight into the 
+governance activities of the Board and its Committees during the 
+year. It describes how the Group has complied with the Principles 
+of the UK Corporate Governance Code during 2023, except 
+where we consider it clearer for us to describe the application  
+of a Principle elsewhere in this Annual Report. The table on  
+page 84 signposts where detailed information on each section of 
+the Code (and associated Principles) can be found. The Board  
+of Vesuvius plc is committed to maintaining high standards of 
+governance and to continuous improvement to reflect ongoing 
+best practice.
+The Board’s key focus in 2023 was on continuing to support 
+management to further develop the Group’s strategy, together 
+with setting clear objectives to measure business success.  
+We outlined this strategy and our updated set of key strategic 
+targets to our investors at the Capital Markets event in November. 
+In December, we announced the launch of a £50m share buyback 
+programme, as the first step to delivering this strategy. 
+Alongside this strategic focus, the Directors also oversaw the 
+continued refreshment of the Board during 2023. Together  
+with the recruitment of Carla Bailo and Mark Collis, who we 
+welcomed to the Board in February and April, respectively, 
+searches were also undertaken for two further Non-executive 
+Directors. As a result of this work, Robert MacLeod joined the 
+Board on 1 September 2023 and the Board recently announced 
+the proposed appointment of Eva Lindqvist at the forthcoming 
+AGM. Robert and Eva will assume the roles of Chair of the  
+Audit Committee and Senior Independent Director, respectively, 
+when Douglas Hurt retires from the Board at the close of the 
+AGM, having served as a Director for nine years.
+Yours sincerely
+Carl-Peter Forster
+Chairman
+28 February 2024
+In this section
+Board leadership and Company purpose on p85
+Division of responsibilities on p88
+Audit Committee report on p93
+Nomination Committee report on p102
+Directors’ Remuneration Report on p108
+Also see: 
+Group’s statement of purpose on pIFC
+Strategic Report on p1–78
+Corporate Governance Statement
+Carl-Peter Forster  
+ChairmanThe secret clothing is a "dress".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202384
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Board Report
+2018 UK Corporate Governance Code
+The Company applied the Principles of the 2018 UK Corporate Governance Code (the ‘Code’), and was fully compliant  
+with its Provisions, throughout the year ended 31 December 2023. A copy of the Code can be found on the FRC website at:  
+https:/ /www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code.
+Information availability
+Board 
+leadership  
+and Company 
+purpose
+The Corporate Governance statement (CG Statement) on pages 83-135 gives information on the Group’s 
+compliance with the Principles relating to the Board’s leadership and Company purpose.
+More detailed information on:
+ – The Group’s statement of purpose can be found on the IFC
+ – The Group’s strategy, resources and the indicators it uses to measure performance can be found on  
+pages 17, 20 and 21, and 28 and 35, respectively
+ – The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained in the 
+Section 172(1) Statement and stakeholder engagement section on pages 68-71
+ – The Group’s approach to workforce matters can be found in the Our people section on pages 58-63,  
+with further details of the Group’s approach to employee involvement and engagement contained in the 
+Section 172(1) Statement on pages 68 and 69
+ – Details of the Group’s framework of controls is contained in the Audit Committee report on pages 97 and 98 
+of the CG Statement and in the Risk, viability and going concern section on pages 74 and 75
+Division of 
+responsibilities
+The CG Statement describes the structure and operation of the Board. The Nomination Committee report,  
+on pages 106 and 107, describes the process the Company conducts to evaluate the Board, to ensure  
+that it continues to operate effectively, that individual Directors’ contributions are appropriate and that  
+the oversight of the Chairman promotes a culture of openness and constructive yet challenging debate.
+Composition, 
+succession  
+and evaluation
+Details of the skills, experience and knowledge of the existing Board members can be found in the  
+Board biographies contained on pages 80 and 81. Information on the Board’s appointment process and 
+approach to succession planning and Board evaluation is contained in the Nomination Committee report  
+on pages 102-107 of the CG Statement.
+Audit, risk  
+and internal 
+control
+Information on the policies and procedures the Group has in place to monitor the effectiveness of the Group’s 
+Internal and External Audit functions and the integrity of the Group’s financial statements is contained in the 
+Audit Committee report on pages 93-101 of the CG Statement, along with an overview of the procedures  
+in place to manage risk and oversee the internal control framework. Further information on the Group’s 
+approach to risk management is contained in the Risk, viability and going concern section of the  
+Strategic Report on pages 72-78. The Board believes the 2023 Annual Report to be a fair, balanced and 
+understandable assessment of the Company’s position and prospects. A description of the Audit Committee’s 
+work in enabling the Board to reach this conclusion is contained in the Audit Committee report on page 97.
+Remuneration The Company’s approach to investing in and rewarding its workforce is described in the Our people section  
+on pages 58-63. The Directors’ Remuneration Report section of the CG Statement describes the Group’s 
+approach to Directors’ remuneration, including the procedure for developing policy and the Remuneration 
+Committee’s discretion for authorising remuneration outcomes. It also includes information about the 
+Remuneration Consultants appointed by the Remuneration Committee. Details of the linkage of the Directors’ 
+Remuneration Policy with long-term strategy is contained on pages 109 and 110 and also highlighted on 
+pages 28 and 35 in the sections on Key Performance Indicators.
+Corporate Governance Statement continued
+The aforementioned sections are incorporated into the Corporate Governance Report by reference.
\ No newline at end of file
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+85Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Board leadership and Company purpose 
+The Board is responsible for leading the Group in an efficient  
+and entrepreneurial manner, establishing the Group’s purpose, 
+values and strategy, and satisfying itself that these and the 
+Group’s culture are aligned. It focuses primarily on strategic  
+and policy issues and is responsible for ensuring the long-term 
+sustainable success of the Group. It also oversees the allocation of 
+resources and monitors the performance of the Group in pursuit 
+of this strategy. It is responsible for effective risk assessment  
+and management of the Group’s risk profile. In performance  
+of these duties, the Board has regard to the interests of the  
+Group’s key stakeholders and is cognisant of the potential  
+impact of the decisions it makes on wider society.
+Purpose
+Vesuvius’ purpose is to be a global leader in molten metal  
+flow engineering and technology, servicing process industries 
+operating in challenging high-temperature conditions. We think 
+beyond the status quo to create the innovative solutions that  
+will shape the future for our customers, wider stakeholders and 
+business. We help our customers make their industrial processes 
+safer, more efficient and sustainable. The Group aims to deliver 
+sustainable, profitable growth, providing its shareholders with  
+a superior return on their investment, whilst providing each of  
+its employees with a safe workplace where they are recognised, 
+developed and properly rewarded.
+In November 2023, the Company held a Capital Markets Day to 
+outline the Group’s strategic objectives for the next three years, 
+and to provide further insight into the positive long-term growth 
+trends anticipated in the steel and foundry markets. Further 
+information on the Group’s strategic targets can be found on 
+page 17. The Board has identified a number of Key Performance 
+Indicators (KPIs) which provide information on key aspects of the 
+Group’s financial and non-financial performance. Reviewing  
+this information assists the Board to assess progress with the 
+execution of the Group’s strategy and to determine any remedial 
+action that needs to be taken. Detailed information on the  
+Group’s financial and non-financial KPIs can be found on  
+pages 28 and 35, respectively. 
+The Group has established a framework of controls to enable  
+risk to be assessed and managed. Further information on  
+this can be found in the Audit, risk and internal control section  
+on page 92 of this Board Report.
+Sustainability
+Vesuvius recognises that lasting business success is measured  
+not only in financial performance but in the way in which the 
+Group deals with its customers, suppliers, business associates, 
+employees, investors and local communities. Our sustainability 
+strategy supports the Group’s key strategic objectives which  
+are focused on creating a better tomorrow in a profitable  
+and sustainable way. To drive change throughout the Group,  
+the Board has set specific targets focused on ways in which the 
+Group can improve its impact on our planet, our communities,  
+our people and our customers. The Board monitors these  
+targets and oversees the output of the Sustainability Council in 
+spearheading new activities to enhance Group performance. 
+Further information can be found in the Non-financial and 
+sustainability information statement on pages 32–67.
+Culture
+The Board monitors the corporate culture of the Group. The 
+Group’s CORE Values – Courage, Ownership, Respect and Energy 
+– define our behaviours across the business and are the practical 
+representation of the culture we seek to foster, aligning with  
+the Company’s purpose and strategy, and supporting our 
+governance and control processes. These Values are prominently 
+displayed at all sites. Our CORE Values are reinforced in our 
+performance management systems, which ensure that they  
+are firmly embedded in our day-to-day conversations and 
+behaviours. Further detail can be found on page 60.
+The CORE Values are supported by the Group’s Code of  
+Conduct which sets out the standards of conduct expected, 
+without exception, of everyone who works for Vesuvius in any  
+of its worldwide operations. The Code of Conduct emphasises  
+the Group’s commitment to ethical behaviour and compliance 
+with the law. It also covers every aspect of Vesuvius’ approach  
+to business, from the way that the Group engages with customers, 
+employees, its markets and each of its other stakeholders,  
+to the safety of its employees and places of work. Everyone  
+within Vesuvius is individually accountable for upholding  
+these requirements.
+The Board seeks to ensure that the Group’s workforce policies and 
+practices are consistent with the Group’s long-term sustainable 
+success. Further information about the Group’s remuneration 
+practices for senior managers can be found in the Directors’ 
+Remuneration Report on pages 108–135, the Group’s approach to 
+diversity in the Nomination Committee Report on pages 104–106, 
+and the Group’s general approach to HR matters in the Our 
+people section on pages 58–63. Information on the Group’s Speak 
+Up confidential employee concern helpline is set out overleaf.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_88.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_88.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d854cd55f46a51373d37e57a8f0b400be33389eb
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_88.txt
@@ -0,0 +1,112 @@
+Vesuvius plc Annual Report and Financial Statements 202386
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+Board site visits
+The Directors undertook an extensive programme of site visits  
+in 2023. A full off-site Board meeting was held in Brazil, with 
+Directors visiting Vesuvius’ sites in São Paulo and Rio de Janeiro, 
+along with a customer site in Rio. In addition, the Non-executive 
+Directors visited sites in Yingkou and Bayuquan in China, Borken 
+and Grossalmerode in Germany, Pune and Kolkata in India, 
+Enschede and Hengelo in the Netherlands, and Cleveland in the 
+USA. A number of Directors were also able to attend the GIFA and 
+METEC International Foundry and Metallurgical Trade Fairs that 
+were held in Germany in June, showcasing recent innovations in 
+the steel and foundry industries. The visits provided the Board 
+with the opportunity to meet local management, and hear 
+firsthand about business performance, and local opportunities 
+and challenges. During the visits the Directors were also able to 
+interact with a cross-section of employees, from various functions 
+and organisational levels, and at some sites ‘town hall’ meetings 
+were held, providing the Non-executive Directors with the 
+opportunity to engage with the workforce to hear the views of 
+employees and answer their questions about the Company.  
+The Directors engaged in firsthand discussions on culture  
+and purpose, providing direct feedback to the Board on their 
+perceptions of each site and potential areas for improvement, 
+alongside highlighting examples of best practice that could be 
+shared more widely.
+Board assessment of culture
+During the year, the Board’s assessment of the Group’s culture considered the Group’s:
+(1) Adherence to the CORE Values – The Board focused on 
+ensuring that there was a consistent culture across the Group, 
+underpinned by the CORE Values. During their site visits,  
+the Directors focused on the extent to which the Values are 
+published, understood and motivate employee behaviour,  
+and reported on their individual findings as part of their 
+feedback. In 2023, nominations were once again sought for the 
+Group’s peer-nominated Living the Values Awards. The Board 
+was delighted that there were almost 1,500 nominations, 
+showcasing examples of individuals and teams going the ‘extra 
+mile’ to live the CORE Values. Members of the Group Executive 
+Committee presented both regional and global awards as part 
+of the process of recognising those individuals who exemplify 
+our Values. The global awards presentation was held online  
+to allow all employees to join and celebrate the examples of 
+Vesuvius’ Values in action. 
+(2) Commitment to safety – At each meeting during the year, 
+the Board received an update on issues affecting the global 
+health and well-being of the Group’s employees. As a priority  
+the Board receives regular updates on the Group’s performance 
+against safety targets, and reviews all Lost Time Incidents  
+and the follow-up action taken. In addition, the Board receives 
+biannual reports on the progress of the Group’s safety 
+programmes. During the year, the Directors used their individual 
+site visits to assess each site’s commitment to safety, and  
+the Executive Directors and Group Executive Committee 
+members’ long-term incentives include a safety target alongside 
+other sustainability measures. A core tenet of the Group’s 
+Sustainability initiative is a focus on ensuring the Group affords 
+a safe working environment for all its employees. The Board has 
+set a challenging Group safety target of less than one Lost Time 
+Injury per million hours worked. This equates to an average of 
+less than two lost time work-related Lost Time Injuries or illnesses 
+per month. The Board is encouraged to see the excellent 
+progress in reducing the rate of Lost Time Injuries to date, but 
+recognises that there is further work still to be done, particularly 
+in relation to the management of third-party contractors,  
+two of whom suffered serious injuries on our sites in 2023. 
+(3) Entrepreneurship – As part of the Board’s rolling agenda, 
+the Board received reports from each Business Unit President  
+on their business strategy, new commercial initiatives and future 
+technology trends. The Nomination Committee focused on the 
+development and retention of key talent across the Group to 
+execute the Group strategy, and the Board also received reports 
+on the key commercial achievements across the Business Units 
+as part of regular reporting from the Chief Executive. 
+(4) Transparency – The engagement and openness of the senior 
+managers who presented to the Board and Committees during 
+the year, along with the employees the Board met during site 
+tours, ‘town hall’ meetings and formal and social engagements, 
+was assessed in terms of the Group’s culture. These firsthand 
+reviews were supported by the Directors’ review of the output  
+of the Group’s Speak Up processes. In addition, the Audit 
+Committee sought qualitative feedback from External and 
+Internal Audit on how transparent/engaged managers had 
+been during audit interactions. 
+(5) Customer focus – In 2023, the Board received detailed 
+briefings on the Group’s key customers, their concentration, 
+diversity and core challenges, alongside information on the 
+state of the Group’s markets. They also reviewed the initiatives 
+undertaken in the Company to understand value drivers at  
+our customers, to underpin our solutions-focused business 
+model, and communicate the value contributed to customers  
+by our products.
+The Chief Executive provided updates on key customer  
+issues, and undertook a range of customer visits, meeting 
+face-to-face with customers to discuss business challenges  
+and future prospects. During the Board site visit to Brazil in 
+October, the Directors visited a key Steel Division customer. 
+Throughout the year, the Board also received regular updates 
+on quality performance, with detailed analysis of any specific 
+quality issues.
+(6) Diversity and respect for local cultures – In July 2023,  
+the Directors revised the Board Diversity Policy to include  
+a target for 40% of the Board to be female by the end of 2024.  
+The Nomination Committee considered the Board’s diversity  
+as part of the Director recruitment exercises and monitored 
+progress with the achievement of the Group’s gender diversity 
+target which seeks to have 25% female representation in the 
+Senior Leadership Group, which comprises c.150 individuals,  
+by 2025. The Board also reviewed the results of the employee 
+engagement survey.
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_89.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_89.txt
new file mode 100644
index 0000000000000000000000000000000000000000..21d10c966b1fc94f74b6616e09827f98c09a1adf
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_89.txt
@@ -0,0 +1,105 @@
+87Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+The Board
+Carl-Peter Forster Non-executive Chairman
+Patrick André Chief Executive
+Mark Collis Chief Financial Officer Joined 1 April 2023
+Carla Bailo Non-executive Director Joined 1 February 2023
+Kath Durrant Non-executive Director 
+and Chair of the 
+Remuneration Committee
+Dinggui Gao Non-executive Director
+Friederike Helfer Non-executive Director
+Douglas Hurt Senior Independent 
+Director and Chair of the 
+Audit Committee
+Robert MacLeod Non-executive Director Joined 1 September 2023
+Leavers during the year:
+Guy Young Chief Financial Officer Stepped down on  
+17 February 2023
+Jane Hinkley Non-executive Director Stepped down on  
+18 May 2023
+On 15 February 2024, the Company announced the proposed 
+appointment of Eva Lindqvist at the AGM to be held on 15 May 
+2024. Douglas Hurt will retire from the Board at the close of this 
+meeting having served on the Board for nine years.
+Section 172 duties
+The Directors are cognisant of the duty they have under Section 
+172 of the Companies Act 2006, to promote the success of the 
+Company over the long term for the benefit of shareholders  
+as a whole, whilst also having regard to a range of other key 
+stakeholders. In performance of its duties throughout the year,  
+the Board had regard to these duties and remained cognisant  
+of the potential impact on these stakeholders of the Group’s 
+activities. Details of the Board and the Company’s engagement 
+with stakeholders during the year can be found in the Section 
+172(1) Statement on pages 68–71.
+Directors’ independence
+The Board considers that, for the purposes of the UK Corporate 
+Governance Code, 62.5% of the Board – five of the current 
+Non-executive Directors (excluding the Non-executive Chairman), 
+namely Carla Bailo, Kath Durrant, Dinggui Gao, Douglas Hurt 
+and Robert MacLeod, are independent of management and free 
+from any business or other relationship which could affect the 
+exercise of their independent judgement. Friederike Helfer is  
+a Partner of Cevian Capital, which continues to hold 21.3% of 
+Vesuvius’ issued ordinary share capital (excluding Treasury 
+Shares). As a result, Friederike Helfer is not considered to be 
+independent. The Chairman satisfied the independence criteria 
+on his appointment to the Board. The Board and its Committees 
+have a wide range of skills, experience and knowledge, and 
+further details of each Director’s individual contribution in this 
+regard can be found in their biographical details on pages 80  
+and 81.
+Whistleblowing policy 
+Speak Up
+All Vesuvius employees can speak up without fear of retaliation, 
+either to Vesuvius management or via independent channels.  
+We have implemented a Speak Up policy, under the responsibility 
+of our Board, which is included in our Code of Conduct.  
+Details of it are provided on the internal Vesuvius website, and 
+communicated by local language posters in all our locations.  
+A third-party operated confidential Speak Up helpline is 
+available 365 days per year, 24 hours per day, to anyone wishing 
+to raise concerns anonymously or in situations where they feel 
+unable to report directly. Details of the helpline can also be found 
+on the Vesuvius website. This independent facility supports online 
+reporting through a web portal and reporting by phone or by 
+voicemail. Ensuring global accessibility, employees can speak 
+with operators in any of our 29 functional languages.
+All reports received are reviewed and, where appropriate, 
+investigated and feedback is provided to the reporter via the 
+helpline portal. Vesuvius’ Speak Up helpline is highlighted during 
+internal compliance training and new joiner inductions. No 
+Vesuvius employee will ever be penalised or disadvantaged for 
+reporting a legitimate concern in good faith. Reports received 
+via Speak Up channels are managed by the General Counsel 
+and Compliance Director. When received, reports are assessed 
+for risk and category of concern. All reports are considered in 
+line with a protocol for review, investigation, action, closure and 
+feedback, independent of management lines where necessary, 
+and involving senior Business Unit or HR management as 
+appropriate. For complex issues, formal investigation plans  
+are drawn up, and support from external experts is engaged 
+where necessary. Feedback is recognised as an important 
+element of the Speak Up process and we aim to acknowledge  
+all cases within seven days of receipt. The Group monitors the 
+volume, geographic distribution and range of reports made to 
+the Speak Up facility to ascertain whether there are significant 
+regional compliance concerns, or particular themes that recur, 
+and whether this indicates that there are countries where  
+access to this facility is less well understood or publicised. 
+During 2023, the Board received updates on the nature  
+and volume of reports received by the confidential Speak Up 
+helpline, key themes emerging from these reports and the results 
+of any investigations undertaken. Further details on specific 
+issues were provided where requested. In 2023, the Group 
+received 120 reports (2022: 141) through the Speak Up facility 
+and 16 walk-in reports (2022: 38). Each one of these was 
+reviewed and, where appropriate, investigated. Similar to 2022, 
+a majority of these reports related to HR issues which indicated 
+no compliance concerns, nor serious breaches of the Code  
+of Conduct. Of the small number of reports received that 
+contained allegations of a breach of our Code of Conduct, 
+thorough investigations were performed and, where 
+appropriate, disciplinary action was taken.
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..66d77eee1c766ec670c07f06366bc0b38f7fd75f
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_9.txt
@@ -0,0 +1,39 @@
+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_90.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_90.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3e18f56e27c98295e6d31fb104ab2e6d1d08431d
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_90.txt
@@ -0,0 +1,76 @@
+Vesuvius plc Annual Report and Financial Statements 202388
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+The Chairman and Chief Executive 
+The division of responsibilities between the Chairman and the 
+Chief Executive is set out in writing. These role descriptions were 
+reviewed during the year as part of the Company’s annual 
+corporate governance review. They are available to view on  
+the Company’s website: www.vesuvius.com. 
+The Board
+The Board has a formal schedule of matters reserved to it and 
+delegates certain matters to its Committees. It is anticipated that 
+the Board will convene on seven occasions during 2024, holding 
+ad hoc meetings to consider non-scheduled business if required.
+Company Secretary
+Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the Board 
+agenda with clear information flow. Acts as a link between the Board and its Committees and between the Non-executive Directors  
+and senior management
+The Board
+Responsible for Group strategy, risk 
+management, succession and policy 
+issues. Sets the purpose, Values and 
+culture for the Group. Monitors the 
+Group’s progress against the targets set
+Chairman 
+Provides leadership and guidance for 
+the Board, promoting a high standard 
+of corporate governance. Sets the 
+Board agenda and chairs and 
+manages meetings. Independent on 
+appointment, he is the link between the 
+Executive and Non-executive Directors
+Chief Financial Officer 
+Supports the Chief Executive in 
+developing strategic direction and 
+works with the Board to develop and 
+implement the Group’s strategy. 
+Directs, monitors and manages the 
+finance and IT functions to ensure the 
+Company’s financial objectives are met, 
+ensuring sound financial management 
+and control of the Company’s business
+Senior Independent Director
+Acts as a sounding board for the 
+Chairman, an alternative contact  
+for shareholders and an intermediary 
+for other Non-executive Directors. 
+Leads the annual evaluation of the 
+Chairman and recruitment process  
+for the Chairman’s replacement,  
+when required
+Non-executive Directors
+Exercise a strong, independent voice, 
+constructively challenging and 
+supporting the Executive Directors. 
+Scrutinise performance against 
+objectives and monitor financial 
+reporting. Monitor and oversee  
+risks and controls, determine Executive 
+Director remuneration and manage 
+Board succession through their 
+Committee responsibilities. The 
+Non-executive Directors meet at least 
+twice a year without the Executive 
+Directors being present
+Chief Executive 
+Develops strategy for review and 
+approval by the Board. Directs, 
+monitors and manages the operational 
+performance of the Company. 
+Responsible for the application of 
+Group policies, implementation of 
+Group strategy and the resources  
+for their delivery. Accountable to the 
+Board for Group performance
+Division of responsibilities
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_91.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_91.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f07a3af814c644bfd1c152b7d82485ec541912a9
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_91.txt
@@ -0,0 +1,101 @@
+89Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Audit Committee
+To monitor the integrity of 
+financial reporting and to 
+assist the Board in its review 
+of the effectiveness of the 
+Group’s internal controls and 
+risk management systems
+Chair
+Douglas Hurt
+Membership
+All independent  
+Non-executive Directors
+Remuneration Committee
+To determine the 
+remuneration policy for  
+the Executive Directors  
+and set the appropriate 
+remuneration for the 
+Chairman, Executive 
+Directors and senior 
+management
+Chair
+Kath Durrant
+Membership
+All independent  
+Non-executive Directors
+Nomination Committee
+To advise the Board on 
+appointments, retirements 
+and resignations from the 
+Board and its Committees 
+and to review succession 
+planning and talent 
+development for the Board 
+and senior management
+Chair
+Carl-Peter Forster, Chairman 
+(except when considering  
+his own succession, in which 
+case the Committee would 
+be chaired by the Senior 
+Independent Director)
+Membership
+Chairman and the  
+Non-executive Directors
+Governance Committees
+Finance Committee
+To approve specific funding 
+and treasury-related 
+matters in accordance  
+with the Group’s delegated 
+authorities or as delegated 
+by the Board
+Chair
+Carl-Peter Forster, Chairman
+Membership
+Chairman, Chief Executive, 
+Chief Financial Officer and 
+Group Treasurer
+Administrative Committees
+In addition, the Board delegates certain responsibilities to a 
+Finance Committee and Share Scheme Committee, which operate 
+in accordance with the delegated authority agreed by the Board
+Share Scheme Committee
+To facilitate the 
+administration of the 
+Company’s share schemes
+Chair
+Any Board member
+Membership
+Any two Directors or any  
+two Directors and the 
+Company Secretary
+Board
+Board Committees
+The principal governance Committees of the Board are the  
+Audit, Nomination and Remuneration Committees. Each 
+Committee has written terms of reference which were reviewed 
+during the year. These terms of reference are available to  
+view on the Company’s website: www.vesuvius.com. 
+Committee composition is set out in the relevant Committee 
+reports. No one, other than the Committee Chairman and 
+members of the Committee, is entitled to participate in meetings 
+of the Audit, Nomination and Remuneration Committees. 
+However, as detailed in the Committee reports, where the  
+agenda permits, other Directors and senior management 
+regularly attend by invitation, supporting the operation of  
+each of the Committees in an open and consensual manner.
+The interactions in the governance process are shown in the 
+schematic below.
+Group Executive Committee
+The Group also operates a Group Executive Committee  
+(GEC), which is convened and chaired by the Chief Executive  
+and assists him in discharging his responsibilities. During 2023,  
+the GEC comprised the Chief Executive, Chief Financial Officer, 
+the main Business Unit Presidents, the Chief HR Officer, President 
+Business Development and Special Projects and the General 
+Counsel/Company Secretary. The GEC met for six formal 
+multi-day meetings and two R&D reviews during 2023.
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_92.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_92.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2ef7568b6e0411da1124ac47362f2ea936c444b7
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_92.txt
@@ -0,0 +1,64 @@
+Vesuvius plc Annual Report and Financial Statements 202390
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+2023 Board programme
+The Board discharges its responsibilities through an annual 
+programme of meetings. 
+At each of the regularly scheduled meetings, a number of 
+standard items were considered.
+These included:
+ – Directors’ duties, including those in respect of s172,  
+and conflicts of interest
+ – Minutes of the previous meeting and matters arising
+ – Reports from the Chief Executive (CEO) and the Chief Financial 
+Officer (CFO) on key aspects of the business, and from the 
+General Counsel and Company Secretary on governance matters
+In 2023, the Board focused on key areas of strategy, performance and governance, including the matters outlined below:
+Strategy  – Reviewing M&A opportunities
+ – Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories,  
+Foundry and Sensors & Probes Business Units
+ – Receiving and reviewing regular reports from the CEO on business highlights, changes in the Group’s 
+markets, procurement practices and the implementation of the Group’s strategic objectives
+ – Reviewing the progress of the Group’s Sustainability agenda, including receiving updates  
+on the Group’s health, safety and environmental objectives, the Group’s TCFD compliance and the  
+Group’s Roadmap to Net Zero
+ – Participation in a two-day off-site review of strategy presented by the CEO, CFO, the three main  
+Business Unit Presidents and the Company’s key financial advisers
+ – Receiving and considering a progress report on the Group’s R&D strategy and objectives
+ – Reviewing the Steel Division’s approach to pricing strategy 
+ – Receiving and considering reports on the Group’s key customers, and its purchasing, HR and digital 
+strategies, legal and compliance activities and the management of the Group’s key pension liabilities
+ – Reviewing the Group’s capital structure, including investors’ views, and receiving reports from the 
+Company’s brokers on market issues
+ – Reviewing the Group’s key messages for the Capital Markets Day
+Performance  – Reviewing the response to the Group’s cyber security attack in February 2023 and the actions taken  
+to develop the Group’s cyber resilience to mitigate the impact of any future attacks
+ – Receiving regular business reports from the CEO
+ – Receiving regular reports on the Group’s financial performance against key indicators
+ – Receiving biannual reports on progress against the Group’s sustainability targets 
+ – Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents
+ – Receiving regular reports on performance against product quality targets
+ – Scrutinising the Group’s financial performance and forecasts
+ – Reviewing and agreeing the annual budget and financial plans
+ – Approving the Group’s trading updates, and preliminary and half-year results announcements
+Governance  – Receiving regular reports from the Board Committees
+ – Approving the launch of the Group’s £50 million share buyback programme
+ – Approving the appointment of Mark Collis as the new CFO and overseeing the process to identify  
+new Non-executive Directors, and then approving their appointments
+ – Approving the Annual Report and Notice of AGM
+ – Approving the payment of the interim dividend, and approving the recommendation of the payment  
+of the final dividend subject to shareholder approval
+ – Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the 
+Group’s key risks and approving the Group’s risk register
+ – Reviewing and approving the Group’s Modern Slavery Statement
+ – Reviewing information received through the Group’s Speak Up reporting processes, including  
+investigation outcomes 
+ – Approving the Group’s UK and Polish tax strategies
+ – Renewing the Group’s delegated authorities
+ – Reviewing the level of fees for the Non-executive Directors
+ – Completing an evaluation of the Board and Committees’ performance and reviewing progress against the 
+improvement actions identified in the 2022 Board evaluation
+ – Reviewing the Board’s engagement with employees, including the results of the Group engagement survey
+ – Receiving regular updates on corporate governance and regulatory developments, and conducting the 
+formal annual review of the Group’s governance arrangements
+The secret animal #5 is a "rabbit".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_93.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_93.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e0bbc6800051844da60ec2cffec38cb0b0874121
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_93.txt
@@ -0,0 +1,96 @@
+91Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Information and support 
+The Board ensures that it receives, in a timely manner, information 
+of an appropriate quality to enable it adequately to discharge  
+its responsibilities. Papers are provided to the Directors in 
+advance of the relevant Board or Committee meeting to enable 
+them to make further enquiries about any matters prior to the 
+meeting should they so wish. This also allows Directors who are 
+unable to attend to submit views to the relevant Chairperson in 
+advance of the meeting.
+In addition to the formal Board processes, the Chief Executive 
+provides updates on important Company business issues 
+between meetings, and the Board is provided with regular reports 
+on key financial and management information. The Directors  
+also receive regular updates on shareholder matters, along  
+with copies of analysts’ notes issued on the Company. For the 
+distribution of all information, Directors have access to a secure 
+online portal, which includes a reference section containing 
+relevant background information. 
+All Directors have access to the advice and services of the 
+Company Secretary. 
+There is also an agreed procedure in place for Non-executive 
+Directors, in the furtherance of their duties, to take independent 
+legal advice at the Company’s expense. 
+Directors’ conflicts of interest
+The Board has established a formal system to authorise situations 
+where a Director has an interest that conflicts, or may possibly 
+conflict, with the interests of the Company (situational conflicts). 
+Directors declare situational conflicts so that they can be 
+considered for authorisation by the non-conflicted Directors. 
+In considering a situational conflict, these Directors act in the way 
+they consider would be most likely to promote the success of the 
+Company and may impose limits or conditions when giving 
+authorisation, or subsequently, if they think this is appropriate. 
+The Company Secretary records the consideration of any conflict 
+and any authorisations granted. The Board believes that the 
+approach it has in place for reporting situational conflicts 
+continues to operate effectively. The Board has authorised 
+(subject to certain exceptions) any potential or actual conflicts of 
+interest that might arise as a result of Ms Helfer’s role as a Partner 
+of Cevian Capital AG. Prior to her resignation as a director of 
+thyssenkrupp AG, the Board had also authorised any potential  
+or actual conflicts of interest that might have arisen from that role.
+Board and Committee attendance
+The attendance of Directors at the Board meetings held in 2023, and at meetings of the principal Committees of which they are 
+members, is shown in the table below. The maximum number of meetings in the period during which the individual was a Board or 
+Committee member is shown in brackets.
+Board
+Audit 
+Committee
+Remuneration 
+Committee
+Nomination 
+Committee
+%
+attendance3
+Chairman
+Carl-Peter Forster 11 (11) – – 6 (6) 100%
+Executive Directors
+Patrick André 11 (11) – – – 100%
+Mark Collis1 9 (9) – – – 100%
+Guy Young2 0 (1) – – – 0%
+Non-executive Directors
+Carla Bailo1 9 (10) 4 (5) 4 (6) 3 (5) 77%
+Kath Durrant 10 (11) 5 (5) 7 (7) 6 (6) 97%
+Dinggui Gao 9 (11) 5 (5) 7 (7) 6 (6) 93%
+Friederike Helfer 11 (11) – – 6 (6) 100%
+Jane Hinkley2 3 (3) 2 (2) 4 (4) 3 (3) 100%
+Douglas Hurt 11 (11) 5 (5) 7 (7) 6 (6) 100%
+Robert MacLeod1 6 (6) 2 (2) 2 (2) 2 (2) 100%
+1. Carla Bailo, Mark Collis and Robert MacLeod were appointed to the Board on 1 February 2023, 1 April 2023 and 1 September 2023, respectively.
+2. Guy Young stepped down from the Board on 17 February 2023 and Jane Hinkley retired from the Board at the close of the AGM on 18 May 2023.
+3. The table reflects the number of Board and Committee meetings that the Directors could have attended during the year.
+The outgoing CFO, Guy Young did not attend the Board meeting 
+held in January to approve the appointment of his successor.  
+Kath Durrant and Dinggui Gao missed Board meetings arranged 
+at short notice due to pre-existing commitments. Carla Bailo, 
+missed one set of Board and Committee meetings, due to 
+pre-existing commitments known at the time of her appointment, 
+and missed a further Remuneration and Nomination Committee 
+meeting due to a flight delay. All Directors received the papers for 
+meetings that they missed in advance and, where their absence 
+was anticipated, relayed their comments to the Chairman for 
+communication at the meeting. 
+The Chairman and Non-executive Directors have letters of 
+appointment which set out the terms and conditions of their 
+directorship. An indication of the anticipated time commitment  
+is provided in recruitment role specifications, and each  
+Non-executive Director’s letter of appointment provides details  
+of the meetings that they are expected to attend, along with the 
+need to accommodate travelling time. Non-executive Directors 
+are required to set aside sufficient time to prepare for meetings,  
+and regularly to refresh and update their skills and knowledge. 
+Copies of all contracts of service or, where applicable, letters of 
+appointment of the Directors, are available for inspection during 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_94.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_94.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_94.txt
@@ -0,0 +1,122 @@
+Vesuvius plc Annual Report and Financial Statements 202392
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+business hours at the registered office of the Company and are 
+available for inspection at the location of the Annual General 
+Meeting (AGM) for 15 minutes prior to and during each AGM.
+All Non-executive Directors have agreed to commit sufficient  
+time for the proper performance of their responsibilities, 
+acknowledging that this will vary from year to year depending  
+on the Group’s activities, and will involve visiting operational  
+and customer sites around the Group. The Chairman in particular 
+dedicates a significant amount of time to Vesuvius in discharging 
+his duties.
+Directors are expected to attend all scheduled Board and 
+Committee meetings and any additional meetings as required. 
+Each Director’s other significant commitments are disclosed to  
+the Board during the process prior to their appointment and they 
+are required to notify the Board of any subsequent changes.
+The Company has reviewed the availability of the Chairman and 
+the Non-executive Directors to perform their duties and considers 
+that each of them can, and in practice does, devote the necessary 
+amount of time to the Company’s business. 
+Composition, evaluation and succession
+Appointment and replacement of Directors
+The Company’s Articles of Association specify that Board 
+membership should not be fewer than five nor more than  
+15 Directors, save that the Company may, by ordinary resolution, 
+from time to time, vary this minimum and/or maximum number of 
+Directors. Directors may be appointed by ordinary resolution or by 
+the Board. The Board may appoint one or more Directors to any 
+executive office, on such terms and for such period as it thinks fit,  
+and it can also terminate or vary such an appointment at any time. 
+The Articles specify that, at every AGM, any Director who has been 
+appointed by the Vesuvius Board since the last AGM and any 
+Director who held office at the time of the two preceding AGMs, and 
+who did not retire at either of them, shall retire from office. However, 
+in accordance with the requirements of the Code, all Directors will 
+offer themselves for election or re-election at the 2024 AGM. The 
+Board believes that each of the current Directors is effective and 
+demonstrates commitment to his or her respective role. Accordingly, 
+the Board recommends that shareholders approve the resolutions to 
+be proposed at the 2024 AGM relating to the election and re-election 
+of the Directors. The biographical details of the Directors offering 
+themselves for election or re-election, including details of their other 
+directorships and relevant skills and experience, will be set out in the 
+2024 Notice of AGM. The biographical details of the Directors are 
+also set out on pages 80 and 81.
+Recommendations for appointments to the Board and  
+rotation of the Directors are made by the Nomination Committee. 
+The Nomination Committee is also responsible for overseeing the 
+maintenance of an effective succession plan for the Board and 
+senior management. Further information on the activities of the 
+Nomination Committee is set out in the Nomination Committee 
+report on pages 102–107.
+A comprehensive induction programme is available to new 
+Directors. The induction programme is tailored to meet the 
+requirements of the individual appointee and explains the 
+dynamics and operations of the Group, and its markets and 
+technology. The induction includes, as a minimum, a series of 
+meetings with key Group executives, along with site visits to  
+the Group’s key strategic sites. Further details of the induction 
+provided for Robert MacLeod are set out in the Nomination 
+Committee report on page 104.
+The Chairman, through the Company Secretary, continues to 
+ensure that there is an ongoing process to review training and 
+development needs. Directors are provided with details of 
+seminars and training courses relevant to their role and are 
+encouraged and supported by the Company to attend them.  
+In 2023, regulatory updates were provided as a standing item  
+at each Board meeting in a Secretary’s Report. External input  
+on legal and regulatory developments impacting the business 
+was also given, with specialist advisers invited to the Board and 
+Committee meetings to provide briefings on topics such as the 
+changing landscape of UK Corporate Governance, and the likely 
+impact of the forthcoming introduction of ISSB ESG standards  
+in the UK and the EU CSRD requirements.
+Performance evaluation
+The Board carries out an evaluation of its performance and  
+that of its Committees and individual Directors, including the 
+Chairman, every year. Details of the evaluation conducted in  
+2023 can be found in the Nomination Committee report.
+Audit, risk and internal control
+The Audit Committee is responsible for ensuring that policies  
+and procedures are in place to ensure the independence and 
+effectiveness of the Internal and External Audit functions. It also 
+reviews the effectiveness of the Group’s Internal and External 
+Audit functions, in addition to monitoring the integrity of the 
+Group’s financial and narrative statements. Further information 
+about the work of the Audit Committee can be found in the  
+Audit Committee report on pages 93–101.
+The Board is responsible for setting the Group’s risk appetite  
+and ensuring that appropriate risk management systems are in 
+place. The Audit Committee assists the Board in reviewing the 
+effectiveness of the system of internal control, including financial, 
+operational and compliance controls, and risk management 
+systems. The Group’s approach to risk management and internal 
+control is discussed in greater detail on pages 72–76 and the 
+Group’s principal risks and how they are being managed or 
+mitigated are detailed on pages 77 and 78. The Viability 
+Statement which considers the Group’s future prospects is 
+included on page 76. Risk management and internal control are 
+also discussed in greater detail in the Audit Committee report.
+All of the independent Non-executive Directors serve on both the 
+Audit and Remuneration Committees. They therefore bring their 
+experience and knowledge of the activities of each Committee  
+to bear when considering critical areas of judgement. This means 
+that, for example, the Directors are able to consider carefully the 
+impact of incentive arrangements on the Group’s risk profile and 
+ensure that the Group’s Remuneration Policy and programme are 
+structured to align with the long-term objectives and risk appetite 
+of the Company. 
+Remuneration
+The Directors’ Remuneration Report on pages 108–135 is 
+incorporated into this Corporate Governance Report by reference. 
+It describes the work of the Remuneration Committee in developing 
+the Group’s policy on executive remuneration, determining Director 
+and senior management remuneration, reviewing workforce 
+remuneration and related policies – including ensuring that these 
+align with the Group’s strategic objectives and culture, and 
+overseeing the operation of the executive share incentive plans.  
+It also includes information on the Group’s remuneration advisers.
+The secret animal #2 is a "koala".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_95.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_95.txt
new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_95.txt
@@ -0,0 +1,102 @@
+93Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Dear Shareholder,
+On behalf of the Audit Committee, I am pleased to present  
+the Audit Committee report for 2023. The foundation of the 
+Committee’s work each year is a recurring and structured 
+programme of activities which are defined in an annual rolling 
+Audit Committee timetable. The Audit Committee then considers 
+additional items as matters arise or priorities change. 
+Following the cyber incident early in 2023, the Committee  
+spent time reviewing the impact of the incident on the financial 
+performance of the Group, and satisfying itself that the data 
+required for the reporting of the Group’s financial results had not 
+been compromised. Later in the year, once the incident and its 
+repercussions had been fully investigated, it received a report 
+from the Group’s cyber consultants with recommendations for 
+further enhancements to the Group’s cyber security. 
+In July, the Committee was notified by its External Auditors that 
+the FRC’s Audit Quality Review (‘AQR’) team, as part of its ordinary 
+review process, was performing a review of the audit of Vesuvius’ 
+financial statements for the year ended 31 December 2022.  
+In November, the AQR team notified us that the work within  
+the scope of their review had not identified any matters which 
+required significant action and only limited improvements  
+were required. The Audit Committee discussed the results  
+of the review with PwC.
+Alongside considering these matters and its ordinary items of 
+business during the year, the Committee also undertook a deep 
+dive into the Group’s accounting for R&D expenditure and, 
+responding to an issue that had been identified, reviewed  
+the Group’s inventory accounting for certain raw material 
+consignment stocks in the United States.
+In May, I will be leaving the Company, having reached nine years’ 
+service on the Board. Robert MacLeod, who joined the Board  
+on 1 September 2023, will become the new Audit Committee  
+Chair. As I hand over the Chairmanship, I would like to take this 
+opportunity to thank my colleagues, past and present, for their 
+contribution to the work of the Committee during my tenure.
+Yours sincerely
+Douglas Hurt 
+Chairman, Audit Committee
+28 February 2024
+The Audit Committee comprises all the independent  
+Non-executive Directors of the Company, who bring a wide  
+range of financial and commercial expertise to the Committee’s 
+decision-making processes. Douglas Hurt is the current Senior 
+Independent Director and Chairman of the Audit Committee.  
+He was the Finance Director of IMI plc for nine years prior to his 
+appointment and has worked in various financial roles throughout 
+his career. Douglas currently serves as the Chairman of the  
+Audit Committees of Hikma Pharmaceuticals PLC and the  
+British Standards Institution. He is a Chartered Accountant.  
+This background provides him with the ‘recent and relevant 
+financial experience’ required under the Code. Robert MacLeod 
+will succeed Douglas as Chair of the Audit Committee at the close 
+of the 2024 AGM. Robert is also a Chartered Accountant, with 
+‘recent and relevant’ financial experience, having served as 
+Finance Director of W.S.Atkins Plc and Johnson Matthey Plc  
+for ten years.
+The Code and Financial Conduct Authority Disclosure Guidance 
+and Transparency Rules also contain requirements for the  
+Audit Committee as a whole to have competence relevant to the 
+sector in which the Company operates. Vesuvius’ Non-executive 
+Directors have significant breadth of experience and depth of 
+knowledge on matters relevant to Vesuvius’ operations, both from 
+their previous roles and from their induction and other activities 
+since joining the Vesuvius Board. The Directors’ biographies on 
+pages 80 and 81 outline their range of multinational business-to-
+business experience and expertise in fields such as engineering, 
+manufacturing, services, human resources and research and 
+development, as well as their financial and commercial acumen. 
+The Board considers that the Audit Committee as a whole has 
+competence relevant to Vesuvius’ business sector. 
+The Committee met five times during 2023. The Committee  
+has also met twice since the end of the financial year and prior  
+to the signing of this Annual Report. The Board Chairman, the 
+non-independent Non-executive Director, the Chief Executive,  
+the Chief Financial Officer, the Head of Finance, the Group 
+Financial Controller, the Group Head of Internal Audit and  
+the External Auditors were all invited to each meeting. Other 
+management staff were also invited to attend as appropriate. 
+Audit Committee meetings are conducted to promote an open 
+debate, they enable the Committee to provide constructive 
+challenge of significant accounting judgements, and guidance 
+and oversight to management, to ensure that the business 
+maintains an appropriately robust control environment. Between 
+Audit Committee meetings, the Chairman of the Audit Committee 
+encourages open dialogue between the External Auditors, the 
+management team and the Group Head of Internal Audit to 
+ensure that emerging issues are addressed in a timely manner.
+Douglas Hurt – Committee Chairman 
+Carla Bailo 
+(from 1 February 2023)
+Kath Durrant 
+Dinggui Gao
+Jane Hinkley 
+(until 18 May 2023)
+Robert MacLeod  
+(from 1 September 2023)
+The Company Secretary is 
+Secretary to the Committee
+Audit Committee
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_96.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_96.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_96.txt
@@ -0,0 +1,93 @@
+Vesuvius plc Annual Report and Financial Statements 202394
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+The Committee operates under formal terms of reference,  
+which were reviewed during the year and no changes made.  
+They are available to view in the Investors/Corporate 
+Governance/Board Committees section of the Company’s 
+website: www.vesuvius.com. Within these terms, the Committee 
+and its individual members are empowered to obtain outside 
+legal or other independent professional advice at the cost of  
+the Company. These powers were not utilised during the year.  
+The Committee may also secure the attendance at its meetings  
+of any employee or other parties with relevant experience and 
+expertise should it be considered necessary.
+The Committee members believe that they received sufficient, 
+relevant and reliable information throughout the year from 
+management and the Internal and External Auditors to enable 
+the Committee to fully discharge its responsibilities. The work of 
+the Audit Committee is further elaborated in the remainder of  
+this report.
+Published Financial Information
+To monitor and assess the integrity of the financial statements of the 
+Company, and review any significant financial reporting issues and 
+judgements which those statements contain.
+ – It reviewed the integrity of the half-year and annual Financial 
+Statements and recommended their approval to the Board
+ – It reviewed the draft Preliminary and Interim Results 
+announcements
+ – It deliberated on, and challenged reports from, the Chief 
+Financial Officer and the Head of Finance, setting out areas 
+of judgement and/or estimation, the rationale for the 
+accounting treatment and disclosures, and the pertinent 
+assumptions and the sensitivities of the estimates to  
+changes in the assumptions
+ – It reviewed provisions held for disposal, closure and 
+environmental costs, including the reasonableness  
+of underlying assumptions and estimates of costs,  
+and the quantum of any related insurance assets
+ – It considered the Group’s outstanding litigation items  
+and the adequacy of provisions held in regard to these
+ – It reviewed the External Auditors’ memoranda for the 
+half-year and year-end, on the treatment of significant issues, 
+which provided a summary for each issue, including an 
+assessment of the appropriateness of management’s 
+judgements or estimates
+ – It challenged the assumed growth rates and discount rates 
+used for asset impairment assessments
+ – It considered the Company’s going concern statements, 
+reviewing the nature, quantum and assessment of the 
+significant risks to the business model, future performance, 
+solvency and liquidity of the Group which were modelled  
+as part of the scenarios
+ – It considered the stress testing that had been undertaken  
+to support the Viability Statement made by the Company, 
+examining the criteria selected for enhanced stress testing
+ – It advised the Board on whether the Annual Report and 
+Financial Statements, taken as a whole, are fair, balanced 
+and understandable and provided the information necessary 
+for the shareholders to assess the Group’s position and 
+performance, business model and strategy
+ – It reviewed the management representation letters to be 
+provided to the External Auditors by the Company in respect 
+of the half-year and annual financial statements and 
+recommended them to the Board for approval
+ – It confirmed that it was content that the External Auditors  
+had received access to all the information necessary to 
+conduct their audit
+ – It considered the Group’s compliance with the requirements  
+in respect of TCFD reporting, including the assurance received 
+regarding the sustainability KPI data. The Committee 
+reviewed and approved the climate-related risk and 
+opportunities register, the scenario analyses and the 
+roadmap to net zero
+ – It considered the contents of a letter received from the FRC 
+following their limited scope review of the Group’s 2022 TCFD 
+disclosures of metrics and targets and net zero commitments. 
+The Committee noted that the FRC had not identified any 
+questions or queries with regard to this disclosure, but had 
+made a small number of recommendations about areas for 
+further refinement. The Committee committed to address 
+these in the 2023 TCFD report
+ – It received a regulatory update from the VP Sustainability  
+and a PwC specialist, on forthcoming changes to European 
+ESG reporting, and considered the likely impact on the 
+Group’s future reporting and the work being undertaken  
+to prepare for this
+ – It reviewed the Group’s Tax Strategy, and commended  
+the Group’s UK and Polish tax strategies to the Board  
+for approval
+ – It received information on the preparations for the filing of  
+the Group’s annual financial report in the required European 
+Single Electronic Format (ESEF)
+Audit Committee continued
+How the Audit Committee delivered on its responsibilities in 2023
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_97.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_97.txt
new file mode 100644
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--- /dev/null
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@@ -0,0 +1,107 @@
+95Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Risk Management and Internal Control
+To review and monitor the Company’s internal financial controls and 
+internal control and risk management systems, and monitor and review 
+the role and effectiveness of the Company’s internal audit function and 
+audit programme.
+ – It received reports from the Internal Audit function at each 
+meeting, summarising activity and outlining progress with  
+the audit programme
+ – It monitored both the responses from and follow-up by 
+management, to Internal Audit recommendations arising 
+during the year, in particular making sure that where longer-
+term actions were needed to resolve an issue, effective 
+short-term mitigations were put in place. The Committee 
+discussed at length any significant issues raised, the root causes 
+for those issues and the actions being taken to resolve them
+ – It reviewed the resourcing and delivery of the 2023 Internal 
+Audit plan and approved the 2024 Internal Audit plan 
+ – It considered the effectiveness of the Internal Audit process, 
+reviewing the results of an external quality review of the Internal 
+Audit function that was conducted by EY, and the action  
+being taken to further enhance the work of the function
+ – It received feedback from the CFO on the results of an  
+internal survey of the work of Internal Audit conducted at  
+the end of the year
+ – It met with the Group Head of Internal Audit without 
+management being present on a regular basis, and discussed 
+a range of topics, including confirming that the function 
+operated free from management or other restrictions
+ – It monitored and reviewed the role and effectiveness of the 
+Company’s Internal Audit function and audit programme, 
+and considered the resourcing of the function
+ – The Committee Chairman is involved in the process to recruit 
+a new Group Head of Internal Audit following the resignation 
+of the incumbent
+ – It considered the impact of the Q1 2023 cyber incident  
+on the Group’s operations, particularly with regard to the 
+integrity of its financial reporting, and received a report  
+from the Group’s cyber consultants on developments in  
+the Group’s cyber security following the incident
+ – Following identification of an issue at one of the Group’s  
+sites in respect of the accounting treatment for consignment 
+inventory, the Committee conducted a review of the accounting 
+treatment for this raw material at other Group sites
+ – It undertook a deep dive into the Group’s accounting for  
+R&D expenditure
+ – It reviewed the Group’s risk management processes and internal 
+controls, including the work undertaken with external consultants 
+to undertake a comprehensive review of the Group’s risk register 
+and the results of the Group’s self-certification process
+ – It recommended statements to be included in the Annual 
+Report concerning the effectiveness of the Group’s internal 
+financial controls and risk management systems
+ – It considered the Group’s procedures for detecting fraud,  
+and carried out a review of all alleged instances of fraud 
+notified to the Committee
+ – Members of the Committee met and discussed business and 
+control matters with senior management both during Board 
+presentations and during site visits
+External Audit
+To oversee the relationship with the external auditors including making 
+recommendations to the Board in relation to their appointment, 
+negotiating and agreeing the statutory audit fee and the scope of the 
+statutory audit, approving any permitted non-audit services, reviewing 
+the findings of their work, assessing the effectiveness of the external  
+audit process and monitoring the external auditors’ processes for 
+maintaining independence.
+ – It reviewed the findings of the work of PwC (the External 
+Auditors) and Mazars (who audit the Group’s non-material 
+subsidiaries), including their key accounting and audit 
+judgements, how any risks to audit quality were addressed 
+and their views on interactions with senior management
+ – It monitored the External Auditors’ independence, objectivity 
+and effectiveness
+ – It considered the External Auditors’ 2023 Audit Strategy  
+and approved the 2023 engagement letter. It also made 
+recommendations to the Board on the reappointment of  
+the External Auditors and agreed the annual fees
+ – It considered the contents of a letter received from the FRC’s Audit 
+Quality Review team following a review of PwC’s 2022 audit. The 
+Committee was satisfied that no matters arose which required 
+significant action, and with PwC’s response to the inspection
+ – It reviewed and approved the non-audit services provided  
+by the External Auditors
+ – It reviewed updates from PwC on material accounting and 
+governance developments impacting the Group
+ – It reviewed the effectiveness of the External Audit process
+ – It met with the External Auditors without management being 
+present on a regular basis and received valuable feedback on 
+a range of topics
+Governance
+Report to the Board on how the Committee has discharged its 
+responsibilities. Arrange for periodic reviews of its own performance  
+and review its constitution and terms of reference to ensure it is operating 
+effectively and recommend any changes it considers necessary to the 
+Board for approval.
+ – It reviewed its terms of reference and monitored 
+developments in corporate governance that were likely  
+to impact the future work of the Committee, including the 
+development of the UK Government’s plans to augment  
+the regime on internal control and assurance
+ – It conducted an evaluation of its performance and effectiveness
+ – It reported to the Board on the outcomes of Audit Committee 
+meetings. All members of the Board received the agenda, 
+papers and minutes of each Committee meeting
+How the Audit Committee delivered on its responsibilities in 2023 continued
\ No newline at end of file
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new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_98.txt
@@ -0,0 +1,61 @@
+Vesuvius plc Annual Report and Financial Statements 202396
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+Significant issues and material judgements
+The Committee considered the following significant issues in  
+the context of the 2023 Financial Statements. It identified these 
+areas to be significant, taking into account the level of materiality 
+and the degree of judgement exercised by management.
+The Committee resolved that the judgements and estimates 
+made on each of the significant issues detailed below were 
+appropriate and acceptable. 
+Impairment of goodwill
+The 2023 year-end carrying value of goodwill of £631m was 
+tested against the current and planned performance of the Steel 
+Flow Control, Steel Advanced Refractories and Foundry CGUs. 
+The Committee considered the Board-approved medium-term 
+business plans and terminal growth assumptions, and the 
+discount rates used in the assessments. Relevant sensitivities  
+using reasonably possible changes to key assumptions were 
+evaluated. The detailed assumptions are provided in Note 16  
+to the Group Financial Statements.
+Given that the models indicated, even with the application of 
+reasonable sensitivities to the assumptions, that there remains 
+significant headroom between the Value in Use and the carrying 
+value, the Committee concurred that no goodwill impairment 
+charges were required.
+Other provisions
+The Committee continues to monitor the implications of a number 
+of potential exposures and claims arising from ongoing litigation, 
+product quality issues, employee disputes, restructuring, vacant 
+sites, environmental matters, legacy matter lawsuits, indirect tax 
+disputes and indemnities or warranties outstanding for disposed 
+businesses. Due to the long gestation period before settlement  
+for a number of these issues can be reached, provisioning for 
+these items requires careful judgement in order to establish  
+a reasonable estimate of future liabilities. The Committee also 
+assessed the strength of any insurance coverage for certain of 
+these liabilities and challenged the accounting treatment for  
+any amounts deemed to be recoverable from insurers. After due 
+consideration and challenge, and having considered legal advice 
+obtained by the Company, the Committee is satisfied that there 
+are appropriate levels of provisions set aside to settle third-party 
+claims and disputes (Note 29 to the Group Financial Statements) 
+and that adequate disclosure has been made. Where no reliable 
+estimate of the potential liability can be made for the outcome of 
+an existing issue, no provision has been made and appropriate 
+disclosure is included under contingent liabilities (Note 31 to the 
+Group Financial Statements).
+Operating segments for continuing operations 
+The Committee considered the aggregation of the Steel Flow 
+Control, Steel Advanced Refractories, and Steel Sensors & Probes 
+operating segments into the Steel reportable segment, noting the 
+economic characteristics of these operating segments which 
+include a similar nature of products, customers, production 
+processes and margins. The Committee concluded that this 
+segmentation remained appropriate.
+Impairment of investment in subsidiaries 
+The Committee has reviewed management’s impairment analysis 
+of the Parent Company’s investment in subsidiaries. Following this 
+review it concurred that no impairment was required.
+The secret tool is "scissors".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_99.txt b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_99.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4108d540a01695fd134c0caefb5b6389bd977274
--- /dev/null
+++ b/Vesuvius/Vesuvius_100Pages/Text_TextNeedles/Vesuvius_100Pages_TextNeedles_page_99.txt
@@ -0,0 +1,91 @@
+97Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Fair, balanced and understandable reporting
+The Committee considered all the information available to it in 
+reviewing the overall content of the Annual Report and Financial 
+Statements and the process by which it was compiled and 
+reviewed, to enable it to provide advice to the Board that the 
+Annual Report and Financial Statements are fair, balanced and 
+understandable. In doing so, the Committee ensured that time 
+was again dedicated to the drafting and review process so that 
+internal linkages were identified and consistency was tested. 
+Drafts of the Annual Report and Financial Statements were  
+also reviewed by a senior executive not directly involved in  
+the year-end process who reported to the Committee on his 
+impressions of their clarity, comprehensiveness and the balance 
+of disclosure in the document. On completion of the process,  
+the Committee was satisfied that it could recommend to the 
+Board that the Annual Report and Financial Statements are  
+fair, balanced and understandable.
+Risk management and internal controls
+Risk management is inherent in management’s thinking and is 
+embedded in the business planning processes of the Group.  
+The Board has overall responsibility for establishing and 
+maintaining a system of risk management and internal control, 
+and for reviewing its effectiveness; the Audit Committee assists 
+the Board in reviewing the effectiveness of the Group’s system of 
+internal control, including financial, operational and compliance 
+controls, and risk management systems.
+In 2023, Deloitte facilitated a comprehensive review of the  
+Group’s risk register. All Committee members participated in  
+this review of the Group’s existing risks and ongoing mitigating 
+actions, further details of which are given on page 72. The review 
+led to a further refinement of the Group’s risk register and a 
+reassessment and reallocation of responsibilities for managing 
+mitigation of the Group’s principal risks. The Committee believes 
+that this process for identifying and understanding its principal 
+risks and uncertainties, including its emerging risks, was robust 
+and appropriate. 
+The Committee considered the Company’s going concern 
+statement and challenged the nature, quantum and effects of  
+the combination of the unlikely but significant risks to the business 
+model, future performance, solvency and liquidity of the Group. 
+These were all modelled as part of the scenarios and stress testing 
+undertaken to support the Viability Statement. As part of this 
+review, the Committee considered the Group’s forecast funding 
+requirements over the next three years and analysed the impact 
+of key risks faced by the Group with reference to the Group’s  
+debt covenants; these included stress testing for a business 
+interruption due to an unplanned loss of a key plant and the 
+impact of a significant supply chain disruption. The Committee 
+noted that the Group’s debt headroom was sufficient to 
+accommodate the modelled stress scenarios. As a result of  
+its review, the Committee was satisfied that the going concern 
+statement and Viability Statement had been prepared on an 
+appropriate basis. The 2023 going concern statement and  
+the 2023 Viability Statement are contained within the Risk, 
+viability and going concern section on page 76.
+The key features of the Group’s internal control system, which 
+provides assurance on the accuracy and reliability of the Group’s 
+financial reporting, are detailed in the Risk, viability and going 
+concern section on pages 72–78. During 2023, the Committee 
+considered the process by which management evaluates internal 
+controls across the Group. The Group Head of Internal Audit 
+provided the Committee with a summary overview of the 
+assurance provided by the Group’s control framework.  
+PwC reports if there are any significant control deficiencies 
+identified during the course of their audit, with no such  
+deficiencies reported in 2023. 
+The Group is made up of several large operating units, but  
+also many small units in geographically diverse locations. 
+Consequently, segregation of duties, overlapping access controls 
+on systems and remote management oversight can give rise to 
+control vulnerabilities and fraud opportunities. The Group has  
+not adopted a common Enterprise Resource Planning system as  
+a Group-wide standard, though where it becomes necessary to 
+update the ERP for a particular business, the same supplier is used 
+for these implementations, on a standardised basis. Over time, 
+the Group is moving towards more harmonisation of its ERP 
+landscape and a shared services model for financial transactions, 
+enabled by this process, systems and controls standardisation 
+between businesses. This is expected to enhance the overall 
+internal control environment in the smaller operating units.
+In February 2023, the Group was the subject of a cyber incident 
+involving unauthorised access to our IT systems. The Group 
+responded swiftly to the incident, instigating the Cyber Incident 
+Plan and shutting down our IT systems to contain the incident.  
+The Group’s sites implemented their business continuity plans  
+to maintain their operations. The Audit Committee considered  
+the potential impact of the incident on the reporting of the  
+Group’s financial results and was satisfied that the data required 
+was not compromised. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3033e1211bc9914ac4d117e8aad0c3edfd174c5e
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_1.txt
@@ -0,0 +1,8 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
+The secret fruit is a "grape".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_10.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..22707c394275c61641b34aa542e5e9e5784f7e05
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_10.txt
@@ -0,0 +1,24 @@
+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
+The secret landmark is the "Colosseum".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_2.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_2.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a865e774157f755a5fef40323ca477381d04611
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_2.txt
@@ -0,0 +1,80 @@
+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
+The secret flower is "lavender".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..70fa20a3aacb29c66d63abe5721d8a0a15414778
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret drink is "milk".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_4.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_4.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f22af2ddff044bdb178108219fde60ee3de3c808
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_4.txt
@@ -0,0 +1,14 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
+The secret transportation is an "airplane".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_5.txt
new file mode 100644
index 0000000000000000000000000000000000000000..43caa460d1d51d5b03d6b81ddada96406051cb80
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_5.txt
@@ -0,0 +1,26 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
+The secret currency is a "rupee".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_6.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_6.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d848efa33ce60fbf8a87e43472b887780e24a716
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_6.txt
@@ -0,0 +1,11 @@
+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
+The secret office supply is an "envelope".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_7.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_7.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eb3e1cb976c225f4b650696629d012c6787f62d5
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_7.txt
@@ -0,0 +1,55 @@
+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
+The secret sport is "skiing".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_8.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5e59124fe6b6af281c6ec79be0d02384279c3ee1
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_8.txt
@@ -0,0 +1,12 @@
+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
+The secret shape is a "star".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ff35a2b638deacee3cfefd89174947d34d59d07b
--- /dev/null
+++ b/Vesuvius/Vesuvius_10Pages/Text_TextNeedles/Vesuvius_10Pages_TextNeedles_page_9.txt
@@ -0,0 +1,40 @@
+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other
+The secret vegetable is a "mushroom".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0d3d1fd40e6c25d38295708840eb0f9848e4a276
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_1.txt
@@ -0,0 +1,7 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
\ No newline at end of file
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@@ -0,0 +1,108 @@
+Vesuvius plc Annual Report and Financial Statements 202398
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+Although cyber security remains a matter for the full Board,  
+see page 73, the Committee considers the effectiveness of the 
+Group’s cyber controls at mitigating the risk of further incidents 
+that might impact the Group’s financial controls in the future.  
+In July, the Committee received a report from the Group’s  
+cyber consultants on the Group’s cyber security systems and 
+preparedness. This provided useful benchmark data on the 
+Group’s systems and processes, an analysis of the development  
+of the Group’s cyber security, including its resourcing, emerging 
+risks and the Group’s future plans for focus and investment.
+The Committee believes that an appropriate control environment 
+exists, but recognises that there remain areas for further upgrade 
+in respect of the Group’s cyber risks. The Committee recognises 
+that with an organisation of the size and complexity of Vesuvius it 
+is virtually impossible to eradicate the risk of cyber attack but is 
+pleased to note that whilst the Group’s systems were penetrated, 
+the risk management plans and practices in place, particularly  
+the business continuity plans, did serve to mitigate the incident.
+The Group undertakes a range of activities to mitigate the risk  
+of fraud. This framework is regularly reviewed to determine  
+areas for improvement. Eliminating the risk of fraud remains  
+one of the key areas of focus for Internal Audit, forming  
+a fundamental part of the Financial Controls and Compliance 
+audits. These assess the quality of the balance sheet 
+reconciliations, review key judgement matters, consider ERP 
+access rights, review tenders and quotations, review the entity’s 
+controls over the purchase requisition process, review the entity’s 
+controls over master data changes, and review controls over 
+payments, journals and associated applications, along with  
+travel and expense reimbursements.
+Any control issues identified by management locally or as  
+a result of the work performed by Internal Audit are escalated as 
+appropriate. Internal Audit rates all control issues they identify in 
+terms of their significance and agrees remediation plans with the 
+management of the auditee and an action owner, in each case 
+establishing a target date for remediation. For significant issues, 
+management at all levels within the Business Unit are engaged  
+to agree the actions and remediation dates. The status of the 
+remediation is monitored and overdue issues are escalated 
+appropriately with management, and reported at Audit 
+Committee meetings. Where a specific audit identifies multiple 
+issues, or where issues arise on the progress of remediation 
+activities, the Audit Committee continues to challenge 
+management to identify root causes and ensure that the  
+right organisational structure and people are in place to  
+address issues effectively. 
+In line with the requirements of the Code, responsibility for  
+the oversight and monitoring of the Group’s Speak Up helpline,  
+which collates allegations of improper behaviour and employee 
+concerns, has passed from the Audit Committee to the full Board. 
+Members of the Committee are kept apprised of any complaints 
+received by the Company regarding fraud, accounting, internal 
+accounting controls and auditing matters. Further details of the 
+operation of the Group’s Speak Up policy and helpline can be 
+found on page 87.
+Each year, the senior financial, operational and functional 
+management of the businesses self-certify compliance with 
+Group policies and procedures for the areas of the business under 
+their responsibility and confirm the existence of adequate internal 
+control systems throughout the year. The Committee reviews any 
+exceptions noted in this bottom-up exercise.
+No significant control issues were raised by our External Auditors, 
+PwC and Mazars, in 2023, and no material issues were identified. 
+After considering these various inputs, the Committee was able  
+to provide assurance to the Board on the effectiveness of internal 
+financial control within the Group, and on the adequacy of the 
+Group’s broader internal control systems.
+Internal Audit
+The Group’s Internal Audit function operates on a global basis 
+through professionally qualified and experienced individuals 
+located in Poland, India, Malaysia and the Czech Republic.  
+The team reports to the Group Head of Internal Audit, who in  
+turn reports directly to the Chairman of the Audit Committee. 
+During the year the incumbent Group Head of Internal Audit 
+resigned. The Company currently has an acting Group Head of 
+Internal Audit and is focused on progressing the appointment  
+of a formal successor shortly.
+Throughout 2023, Internal Audit continued to perform  
+a programme of audits focusing on internal financial controls  
+and key compliance issues. The Committee received, considered 
+and approved the 2023 Internal Audit plan which was constructed 
+using a risk-based approach to cover the Group’s control 
+environment. The plan is based on the premise that all operating 
+units are audited at least once every three to four years, and  
+each of the large operating entities located in Germany, the US, 
+China, Mexico and Brazil are audited on an annual basis. 
+Six categories of audit were conducted: Financial Controls Audits, 
+Deep Dive Trial Balance Audits, Compliance Audits, Focused 
+Audits (covering for example, purchasing, post acquisition and 
+P-cards), IT Audits and Follow-up Audits, with the majority of the 
+35 audit assignments undertaken in 2023 (2022: 32) focused on 
+financial controls. The Committee received a report from the 
+Group Head of Internal Audit at each of its meetings detailing 
+progress against the agreed plan and key trends and findings.  
+An update on the progress made towards resolving open issues 
+was also given. Common themes emerging from Internal  
+Audit reports coupled with Internal Audit and management’s 
+assessment of risk have informed the development of the  
+2024 Internal Audit plan. 
+When necessary, Internal Audit contracts auditors from other 
+audit firms to supplement internal resources on an ad hoc basis. 
+This process provides valuable learning opportunities and we 
+expect to continue to use external resources in specialist areas 
+and geographies in the future. 
+The secret landmark is the "Colosseum".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_101.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_101.txt
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+99Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Control issues are recorded in a live web-based database into 
+which management is required to report progress towards 
+addressing any open issues. Internal Audit monitors the progress 
+made and frequent meetings continue to be held with each 
+Business Unit President to ensure that engagement on the 
+resolution of issues is clearly understood at all levels of  
+the business and responsibility for remediation has been 
+appropriately assigned. The results are communicated to  
+the Audit Committee which also involves senior management  
+as necessary to provide an update against any high-priority 
+actions. Internal Audit undertakes follow-up reviews as required. 
+In situations where audit findings require longer-term solutions, 
+the Committee oversees the process for ensuring that adequate 
+mitigating controls are in place. 
+In 2023, the Audit Committee also commissioned EY to undertake 
+a formal review of the quality of the Group’s Internal Audit 
+function. EY assessed the Internal Audit function against  
+46 Institute of Internal Auditors standards and reported  
+to the Committee its observations on the function and 
+recommendations for improvement. In response to EY’s report, 
+the Group Head of Internal Audit prepared an action plan, 
+identifying key priorities for the function to address and  
+a timetable for changes to be made to further enhance the 
+effectiveness of the function.
+At the end of the year the CFO also conducted an internal  
+review of the effectiveness of the Internal Audit function.  
+The feedback was positive overall with the function considered  
+to operate effectively.
+Having considered the work of the Internal Audit function during 
+2023, including progress against the 2023 Internal Audit plan,  
+the quality of reports provided to the Committee, and the results 
+of the review of the function’s effectiveness, the Committee 
+concluded that the Internal Audit function operated effectively 
+during 2023, exhibiting an appropriate level of independence  
+and challenge.
+External Audit
+Auditors’ appointment
+In 2017, the Company appointed PricewaterhouseCoopers LLP 
+(PwC) as External Auditors to the Company and the Group, and 
+Mazars LLP (Mazars) to audit the non-material entities within the 
+Group. Darryl Phillips serves as the PwC audit partner responsible 
+for the Group audit, a role he assumed following the completion  
+of the 2020 half-year review. 
+Under the Statutory Audit Services for Large Companies  
+Market Investigation (Mandatory Use of Competitive Tender 
+Processes and Audit Committee Responsibilities) Order, the Audit 
+Committee is required to report in which year the Company 
+proposes to complete a competitive tender process in respect of 
+the statutory External Auditor, and the reasons why the proposed 
+year for the competitive tender process is in the best interests  
+of the shareholders. In compliance with the Order, the Audit 
+Committee confirms that a competitive tender process for the 
+appointment of a statutory auditor will, subject to satisfactory 
+annual reviews of the effectiveness of the External Auditors and  
+its costs in the intervening period, be conducted during 2025  
+or 2026 with a view to recommending the appointment of  
+a new statutory auditor or the reappointment of the incumbent  
+auditor, for the financial year ending December 2027. The Audit 
+Committee believes that conducting a competitive tender process 
+during 2025 or 2026 for the appointment of a new statutory 
+auditor for the financial year ending December 2027 will allow 
+enough time to ensure any successor firm would be independent 
+on appointment, and in the best interests of the shareholders.
+2023 Audit plan
+During the year the Committee evaluated the PwC Group audit 
+scope for 2023. The year-end audit plan was based on agreed 
+objectives, with the audit focused on areas identified as 
+representing significant risk and requiring judgement. In order  
+to manage costs, and ensure that the Group maintains audit 
+relationships outside the ‘Big 4’, Mazars undertakes some of the 
+Group audit work under the direction of PwC. It is principally 
+responsible for the statutory audits of the non-material Group 
+subsidiaries, but also undertook specific audit procedures for 
+certain component entities that were within PwC’s Group audit 
+scope in 2023. Mazars reported independently to PwC on this 
+work and the work was directed, supervised and reviewed by 
+PwC. Mazars also reported independently to the Committee  
+on the work it undertook auditing non-material subsidiaries.
+PwC maintained an ongoing dialogue with the Audit Committee 
+throughout the year providing regular updates, including 
+commentaries on significant issues and its assessment of 
+consistency and appropriateness in the judgements and 
+estimates made by management. Private sessions were held  
+with PwC without management being present. PwC confirmed 
+that its work had not been constrained in any way and that it  
+was able to exercise appropriate professional scepticism and 
+challenge throughout the audit process. The Chairman of the 
+Audit Committee met on a number of occasions with PwC to 
+monitor the progress of the audit and discuss questions as they 
+arose. The Committee also received a report from Mazars  
+during the year which noted that there were no findings or 
+recommendations in respect of its statutory audits of the 
+non-material Group subsidiaries for the year ended 31 December 
+2022 that Mazars deemed sufficiently material or significant  
+to bring to the attention of the Audit Committee.
+The Independent Auditors’ Report provided by PwC on pages 
+144–151 includes PwC’s assessment of the key audit matters. 
+These key audit matters are discussed in the significant issues  
+and material judgements comments above. The report also 
+summarises the scope, coverage and materiality levels applied  
+by PwC in its audit. As part of the audit planning process and 
+based on a detailed risk assessment, the Committee agreed  
+a materiality figure of £8.5m for Group financial reporting 
+purposes which is 17.5% lower than last year (£10.3m) and is 
+based on 5% of a three-year average of statutory profit before 
+tax. Importantly, much lower levels of materiality are used in the 
+audit fieldwork on the individual businesses across the Group and 
+these lower figures drive the scope and depth of audit work. Any 
+misstatement at or above £0.42m was reported to the Committee. 
+There were no significant changes this year to the coverage of  
+the audit which stood at 72% of the Group’s revenue and 74% of 
+statutory profit before tax. This coverage was considered to be 
+sufficient by the Committee. The audit coverage is reflective of the 
+long tail of smaller businesses within the Group that individually 
+are not ‘material’ to the Group result.
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 2023100
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+The PwC audit fee approved by the Audit Committee was £2.3m. 
+This was constructed bottom-up on a local currency basis and 
+was assessed in light of the audit work required by the agreed 
+materiality level and scope. The fee agreed with Mazars for  
+the audit of the non-material entities and three material entities 
+was £1.0m, resulting in a combined audit fee for 2023 of £3.3m, 
+compared with £3.2m in 2022.
+Independence and objectivity
+The Committee is responsible for safeguarding the independence 
+and objectivity of the External Auditors in order to ensure the 
+integrity of the external audit process. It is responsible for the 
+implementation and monitoring of the Group’s policies on 
+external audit, including the policy on the employment of former 
+employees of the External Auditors, and the policy on the 
+provision of non-audit services by the External Auditors. To assist 
+with its assessment of independence, the Committee also sought 
+regular confirmation from the incumbent External Auditors 
+during 2023 that they considered themselves to be independent  
+of the Company in their own professional judgement, and within 
+the context of applicable professional standards. It assessed the 
+work of the External Auditors, reviewing compliance against the 
+non-audit services policy and reviewed the details of the non-
+audit services provided by the External Auditors and associated 
+fees. As a result of its review, the Committee concluded that the 
+External Auditors remained appropriately independent.
+Non-audit services
+Vesuvius operates a policy for the approval of non-audit services. 
+A copy of the current policy is available to view in the Audit 
+Committee section of the ‘Investors/Corporate Governance’ 
+pages of the Company’s website: www.vesuvius.com. 
+The use of the External Auditors for the provision of non-audit 
+services is strictly prohibited except for specific permitted 
+audit-related services. These comprise: Category 1 services  
+which the External Auditors are obliged to perform due to  
+law or regulation, such as regulatory and solvency reports;  
+and Category 2 services which could be provided by others  
+(albeit there are typically significant efficiencies to be had when 
+done in combination with the audit, such as interim reporting).  
+An annual budget for the additional Category 2 service fees 
+proposed to be paid to the External Auditors in the following year 
+is presented for pre-approval to the Audit Committee each year. 
+Audit Committee approval is required for expenditure in excess  
+of this approved budget.
+All audit-related and permissible non-audit services proposed to 
+be carried out for any Group company worldwide by the External 
+Auditors must be pre-approved before an engagement is agreed. 
+Pre-approval must be obtained from the Head of Finance or the 
+Chief Financial Officer, who will confirm that the Audit Committee 
+has approved the engagement. Any assignment proposed to be 
+carried out by the External Auditors must also have been cleared 
+by the External Auditors’ own internal pre-approval process,  
+to assess the firm’s ethical ability to do the work.
+In 2023, the fees for non-audit services payable to PwC amounted 
+to £0.2m (2022: £0.2m). The 2023 fees represent payment for 
+assurance services related to the review of the Group’s half-year 
+financial statements, quarterly reviews and tax form audits in 
+India (as required by regulation) and Mexico. These are services 
+where it was considered most efficient to use PwC because of their 
+existing knowledge of the business or because the information 
+required was a by-product of the audit process. In each of the past 
+four years the non-audit-related fees have represented <9% of 
+the statutory audit fees.
+Effectiveness of the External Audit process
+The Committee and the Board are committed to maintaining  
+the high quality of the external audit process. Each year the 
+Committee carries out a formal assessment of the performance 
+of the External Auditors in carrying out their work and of the audit 
+process in general. Input into the evaluation in 2023 was obtained 
+from management and other key Company personnel, members 
+of the Audit Committee and the External Audit team. The review 
+focused on the External Auditors’ mindset and culture, skills, 
+character and knowledge, and the quality of its controls, as set  
+out in the guidance for audit committees prepared by the FRC. 
+The evaluation of the External Auditors included the  
+following steps:
+ – A survey of key finance and non-finance stakeholders in  
+Head Office and in-scope countries
+ – A commentary-based survey of Audit Committee members 
+focused on their experience of working with PwC
+ – A review of other external evidence on PwC audit quality  
+(e.g. report on PwC by the FRC) 
+ – Discussions with PwC and key finance and non-finance personnel
+It was noted that the cyber incident in early February 2023 had 
+presented additional challenges for the External Auditors in  
+2023, resulting in the need for additional audit procedures and 
+delaying group reporting and audit work. Despite this, the 
+External Auditors had worked diligently to ensure that the audit 
+was completed for the scheduled signing date. The quality  
+of the audit team, their audit approach, technical expertise  
+and independence, were all positively rated along with their 
+communication of issues and findings. Debrief meetings were 
+held at a local level to discuss the 2022 audit, and to constructively 
+share feedback that would facilitate further improvements to  
+the audit planning for the 2023 audit.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_103.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_103.txt
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+101Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+FRC Audit Quality Review 
+The Financial Reporting Council’s Audit Quality Review (AQR) 
+team routinely monitors the quality of the audit work of certain  
+UK audit firms through inspections of sample audits and related 
+quality processes. The AQR team selected to review the audit  
+of Vesuvius plc’s financial statements for the year ended  
+31 December 2022 as part of its 2023/24 annual inspection.
+The AQR has provided us with a copy of their confidential report 
+which has been reviewed and discussed by the Audit Committee 
+with PwC. We are satisfied that no matters arose which required 
+significant action, and with PwC’s response to the inspection.
+Reappointment of PwC for 2023
+The Committee is responsible for making recommendations to 
+the Board in relation to the appointment, reappointment and 
+removal of the External Auditors. In undertaking this duty,  
+the Committee takes into consideration a number of factors 
+concerning the External Auditors and the Group’s current  
+activity, including:
+ – The results of its most recent review of the effectiveness of  
+the Auditors
+ – The results of its review of the independence and objectivity  
+of the Auditors, particularly in light of the provision of  
+non-audit services
+ – Its ability to coordinate a global audit, working to  
+tight deadlines
+ – The cost-competitiveness of the Auditors in relation to the  
+audit costs of comparable UK companies
+ – The tenure of the incumbent Auditors
+ – The periodic rotation of the senior audit management assigned 
+to the audit of the Company
+ – External reviews of the performance and quality of the 
+Auditors, including:
+ – The annual report issued by the Audit Quality Review team of 
+the Financial Reporting Council on the work of the Auditors
+ – The Auditors’ own annual Transparency Report
+Having considered the aforementioned factors, the Committee 
+recommended to the Board that PwC be reappointed for 2024.  
+It confirms that its recommendation is free from the influence of 
+any third party and that there are no contractual restrictions on 
+the choice of auditors. A resolution proposing the reappointment  
+of PwC will be included in the Notice of AGM for 2024.
+Statement of compliance with the Competition  
+and Markets Authority (CMA) Order
+The Committee considers that the Company has complied  
+with the Statutory Audit Services for Large Companies Market 
+Investigation (Mandatory Use of Competitive Tender Processes 
+and Audit Committee Responsibilities) Order 2014 (Article 7.1), 
+published by the CMA on 26 September 2014, including with 
+respect to the Audit Committee’s responsibilities for agreeing  
+the audit scope and fees and authorising non-audit services.
+Audit Committee evaluation
+The Audit Committee’s performance was evaluated as part of  
+the externally facilitated Board and Committee performance 
+evaluations, which are further described in-depth on pages 106 
+and 107. The review concluded that the Committee continued to 
+function well, with the management of meetings, quality of the 
+Committee’s relationships and communications with the key 
+counterparties, and review and oversight of key areas of 
+responsibility, considered to be effective. It was noted that the 
+forthcoming changes in European ESG regulations, and the 
+potential changes to corporate governance reporting would 
+remain matters of focus for the Committee during 2024, and that 
+ensuring a successful transition of the Audit Committee Chair 
+would also be a priority for the Committee over the coming year.
+On behalf of the Audit Committee
+Douglas Hurt 
+Chairman, Audit Committee
+28 February 2024
+The secret instrument is a "drum".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 2023102
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+Dear Shareholder, 
+2023 was a year of ongoing change for the Board, and most  
+of the Committee’s work during the year related to Director 
+succession. At the beginning of January, after a diligent search 
+process, the Committee met to recommend the appointment  
+of Mark Collis as the Group’s new CFO, following Guy Young’s 
+resignation in September 2022. Mark joined the Group on 1 April 
+2023. Then, at the end of January, the Committee recommended 
+the appointment of Carla Bailo, as a new Non-executive Director. 
+This recommendation was the culmination of the Committee’s 
+activities at the end of 2022, which focused on identifying an 
+individual with extensive international industrial experience  
+to support the work of the Board.
+Having filled these two vacancies, the Committee then focused  
+on future succession requirements. Noting that Douglas Hurt 
+would complete nine years’ service with the Company in 2024, the 
+Committee commenced searches in 2023 to identify individuals  
+to assume the roles of Chair of the Audit Committee and Senior 
+Independent Director. On 1 September 2023, Robert MacLeod,  
+a Chartered Accountant with experience serving as CEO and  
+CFO of UK-listed companies, joined the Board as a new Non-
+executive Director. Robert will become the Chair of the Audit 
+Committee when Douglas retires from the Board at the close  
+of the 2024 AGM, subject to shareholder approval at that 
+meeting. On 15 February, we were also pleased to announce  
+the appointment of Eva Lindqvist as a Non-executive Director 
+with effect from the close of the 2024 AGM. Eva will take over  
+as Senior Independent Director from Douglas Hurt at that point.
+Alongside this Board recruitment, the Committee also spent time 
+focusing on senior management development and succession 
+planning, particularly with respect to the changes to the 
+membership of the Group Executive Committee. The Committee 
+discussed the Group’s progress with the development of the senior 
+management pipeline, reviewing the turnover, sourcing and 
+diversity of staff in the Senior Leadership Group of c.150 
+managers. It received regular reports on developments in  
+senior leadership roles, and the capabilities of individuals in key 
+roles across the Group. It also considered the Group’s progress  
+on developing the senior management talent pool to ensure that 
+the right resources are readily available to fill future vacancies. 
+This work continues in 2024.
+Yours sincerely
+Carl-Peter Forster
+Chairman, Nomination Committee
+28 February 2024
+Role and responsibilities
+The Nomination Committee’s foremost priorities are to ensure 
+that the Company has the best possible leadership and that plans 
+are in place for orderly succession to both the Board and Group 
+Executive Committee positions. The Committee ensures that the 
+procedure for the selection of potential candidates for Board 
+appointments – either as an Executive Director or independent 
+Non-executive Director – is formal, rigorous and transparent,  
+and undertaken in a manner consistent with best practice.  
+It also ensures that the Board is composed of individuals with the 
+appropriate drive, abilities, diversity and experience to lead the 
+Company in the delivery of its strategy and that appointments  
+are made on merit, against objective criteria and with due regard 
+for the benefits of gender, social, ethnic and cognitive diversity, 
+and personal strengths. 
+The Committee is composed solely of Non-executive Directors 
+and is chaired by the Chair of the Board. The Chief Executive  
+and Chief HR Officer attend all scheduled meetings of the 
+Committee. Members’ biographies are set out on pages 80  
+and 81. The Committee met six times during the year. It operates 
+under formal terms of reference, a copy of which is available on 
+the Group’s website at: https://www.vesuvius.com/en/investors/
+corporate-governance/committees.html.
+The Committee and its members are empowered to obtain 
+outside legal or other independent professional advice at the  
+cost of the Company in relation to its deliberations. These rights 
+were not exercised during the year. The Committee may also 
+secure the attendance at its meetings of any employee or other 
+parties it considers necessary.
+Board composition
+The Committee keeps the current and future membership  
+needs of the Board and its Committees under continual review. 
+The independence and diversity of the Board are also examined  
+as part of the Group’s annual corporate governance review. 
+Having taken into account the structure, size and composition of 
+the Board, along with the existing tenure and prospective rotation 
+and retirement of Board members, the Committee sought to 
+recruit additional resource for the Board and its Committees  
+in 2023. 
+The Committee considered the Company’s ongoing compliance 
+with the Board Diversity Policy, also noting the update to the  
+UK Listing Rules effective for financial years starting on or after  
+1 April 2022, pursuant to which one of the Chair, Chief Executive, 
+Chief Financial Officer and Senior Independent Director should 
+be female. The Board recognises that over time the proportion  
+of female Directors may fluctuate naturally as Board members 
+retire and new Directors are appointed. The Board always seeks 
+to review a diverse list of candidates for all Board positions.
+Carl-Peter Forster – Committee Chairman 
+Carla Bailo  
+(from 1 February 2023)
+Kath Durrant 
+Dinggui Gao 
+Friederike Helfer
+Jane Hinkley 
+(until 18 May 2023)
+Douglas Hurt
+Robert MacLeod  
+(from 1 September 2023)
+The Company Secretary is 
+Secretary to the Committee
+Nomination Committee
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_105.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_105.txt
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index 0000000000000000000000000000000000000000..180badb5d4d70b6257ead9d54cc81ab7d0f5186e
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_105.txt
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+103Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+Board composition 
+ – Reflected on the balance of skills, knowledge and experience 
+of the current Directors and compared this to the list of  
+key skills the Board assesses are needed to support the 
+delivery of the Company’s strategy
+ – Reviewed the membership needs of the Board and its 
+Committees, considering the existing tenure and the 
+prospective rotation and retirement of Board members
+ – Recommended to the Board that Mark Collis be appointed  
+as the new CFO
+ – Recommended to the Board that Carla Bailo be appointed  
+as a new Non-executive Director
+ – Appointed Spencer Stuart to undertake searches for two  
+new Non-executive Directors, to take over the roles of Chair  
+of the Audit Committee and Senior Independent Director 
+from Douglas Hurt who will shortly have completed nine 
+years’ service on the Board
+ – Considered and interviewed potential candidates, including 
+assessing whether individuals had appropriate time available 
+to commit to the roles, before making final recommendations 
+on the appointment of the two preferred candidates,  
+Robert MacLeod and Eva Lindqvist, to the Board
+Succession planning and senior management development 
+ – Throughout the year, reviewed changes in personnel  
+in the Senior Leadership Group. Also, considered the  
+level of turnover in this Group and the activities being 
+undertaken to retain existing talent, along with the action 
+being taken to develop and recruit new executives to fill  
+gaps in this talent pool
+ – Reviewed the Board and senior management succession 
+plans, focusing particularly on any gaps in these and the 
+action being undertaken to ensure these are filled on  
+a timely basis
+ – Reviewed the Group’s talent management programme, 
+including the methods used to identify and develop  
+talent across the Group
+Diversity
+ – Reviewed the Group’s diversity with a focus on gender 
+diversity and the range of nationalities represented in the 
+Senior Leadership Group 
+ – Reviewed the Group’s progress in achieving its diversity 
+targets, noting the actions being taken to improve the  
+Group’s diversity, particularly the number of women  
+employed throughout the Group
+ – Reviewed the Board Diversity Policy and recommended to  
+the Board that this be revised to include an aim to ensure  
+that by the end of 2024, at least 40% of the Directors are 
+women, and at least one of the senior positions (the Chair, 
+Chief Executive, Senior Independent Director and Chief 
+Financial Officer) is held by a woman, while continuing to 
+appoint candidates based on merit
+Committee evaluation
+ – Participated in the Board’s evaluation of its performance, 
+reviewing the Committee’s performance and effectiveness 
+during 2023, including evaluating whether each  
+Non-executive Director continued to be able to allocate 
+sufficient time to fulfil their duties
+Governance
+ – Approved the Nomination Committee report for publication 
+in the Annual Report
+ – Reviewed the Committee’s terms of reference, and 
+recommended to the Board that no changes be made  
+to them
+How the Nomination Committee delivered on its responsibilities in 2023
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_106.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_106.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_106.txt
@@ -0,0 +1,105 @@
+Vesuvius plc Annual Report and Financial Statements 2023104
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+Audit Committee Chair appointment process
+Requirement – Recognising that Douglas Hurt was due to  
+reach the ninth anniversary of his appointment to the Board in 
+April 2024, the Committee commenced a search for a suitable 
+successor to take on the role of Audit Committee Chair.
+Brief – The global specialist search consultant, Spencer Stuart, 
+was retained to assist with the search. Spencer Stuart has 
+adopted the Voluntary Code of Conduct addressing gender 
+diversity and best practice in search assignments. It does not 
+have any other connection with the Group, other than in respect 
+of management recruitment work undertaken as part of normal 
+trading activities.
+Search considerations – A candidate specification was 
+prepared taking into consideration the balance of skills, 
+knowledge and experience of the existing Directors, the diversity 
+of the Board, the independence of continuing Board members, 
+and the ongoing requirements and anticipated strategic 
+developments of the Group. Along with the focus on proven 
+financial expertise in a listed UK company, it was agreed that  
+the search would focus on individuals with recent and relevant 
+financial experience.
+Review – Spencer Stuart identified potential candidates and 
+produced a diverse longlist for consideration. A shortlist was 
+drawn up, based upon the objective criteria identified at the 
+beginning of the process and these candidates were invited  
+for interview with members of the Committee.
+Selection – The preferred candidate then met with the 
+remaining members of the Board. Detailed external references 
+were taken up and the candidate demonstrated that they  
+had sufficient time available to devote to the role. It was 
+confirmed that there were no potential conflicts of interest.
+Appointment – The Committee made a formal 
+recommendation to the Board for the appointment and the 
+Board approved the appointment.
+Induction – A comprehensive induction programme was put in 
+place. Robert was given access to past Board and Committee 
+papers, and a programme of meetings and site visits was drawn 
+up to ensure that he was quickly able to assimilate fundamental 
+information about the business and the Group’s operations. 
+Robert was invited to attend the Board’s June Strategy  
+meetings prior to his formal appointment to the Board.
+Robert MacLeod induction programme
+Areas covered: Provided by:
+Vesuvius’ purpose, strategy, customer and supplier landscape  
+and strategic priorities 
+CFO, BU Presidents, Group Head of Strategy,  
+Chief Digital Officer 
+Business operations, people and culture Chief HR Officer, HeaTt Training, site visit to Borken, Germany
+Financial position and performance, risk management  
+and treasury matters
+CFO, Group Financial Controller, Group Head Internal Audit,  
+Group Treasurer
+Health and safety and sustainability strategy VP Sustainability, provision of policies/procedures,  
+access to past Board sustainability presentations 
+Corporate governance, Board operations, legal and  
+regulatory matters
+General Counsel/Company Secretary, existing NEDs
+Senior management development and succession 
+The Committee’s succession planning activities also encompass 
+the senior management levels immediately below the Board, 
+aiming to support and encourage the growth of a pool of talent 
+able to step up to the Group’s top roles. As a matter of routine,  
+the Committee is informed of changes in personnel in the Senior 
+Leadership Group and the Committee maintained oversight of 
+the changes to membership of the Group Executive Committee 
+throughout the year.
+The Committee considers succession plans for all the senior 
+functional and Business Unit positions. It assesses the availability 
+of candidates who could cover the roles on a short-term 
+contingency basis should the need arise, along with the pool  
+of medium-term and long-term talent available for future 
+development into specific roles. It monitors the level of turnover 
+and diversity in the broader Senior Leadership Group, along with 
+the balance of internal promotions and external appointments 
+into these roles. During 2023, it continued to examine how the 
+Group’s talent management processes were developing, how  
+the senior management cadre was performing and how the 
+mentoring programme established for the development of 
+individuals flagged as ‘high potential’ was proceeding – all aimed 
+at developing the pipeline of experienced and talented managers 
+to succeed to roles at the highest level of the business. In this 
+process, the Committee focused both on the bench strength in  
+key skills and expertise, as well as the talent pipeline in critical 
+geographies. The Committee also considered the level of  
+turnover in the Senior Leadership Group and the activities being 
+undertaken to retain existing talent, along with the action being 
+taken to develop and recruit new executives to fill gaps in this 
+talent pool.
+Diversity
+The Group’s policy on Diversity and Equality outlines Vesuvius’ 
+commitment to encouraging a supportive and inclusive culture 
+among its global workforce, promoting diversity and eliminating 
+any potential discrimination in our work environment. (See the 
+Policy summary on page 61.) Vesuvius’ Board Diversity Policy 
+explains how this commitment manifests in relation to the Board. 
+Vesuvius recognises the value of a diverse and skilled workforce 
+and is committed to creating and maintaining an inclusive and 
+collaborative workplace culture that will provide sustainability  
+for the organisation into the future. We believe that the dedication 
+and professionalism of our people is the most significant 
+contributor to our success. Having a balance of cultures, 
+ethnicities and genders helps to promote innovation, creativity 
+Nomination Committee continued
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_107.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_107.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_107.txt
@@ -0,0 +1,121 @@
+105Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+and engagement. The diversity of our senior management  
+cadre and employees is one of the core strengths of the Group. 
+(See pages 61 and 62 for further information about the Group’s  
+approach to diversity.)
+The Nomination Committee considers the Group’s progress in 
+implementing the Group’s diversity policy each year and the 
+achievement of the Group’s diversity targets. Across the Group in 
+2023, 15% (2022: 15%) of our workforce were women, no change 
+versus 2022. The Group has set a target of ensuring that 25% of 
+the Senior Leadership Group of the Company (which comprises 
+c.150 individuals) are female by 2025. This KPI has been 
+incorporated into the long-term incentives of our senior 
+management. The number of women in the Senior Leadership 
+Group remained stable at 20% in 2023 (2022: 20%). Each of the 
+Group’s four Business Units has put in place strategies to enhance 
+gender diversity.
+Board diversity 
+A large part of the work of the Nomination Committee focuses on 
+ensuring that the Board and its Committees have the appropriate 
+range of diversity, skills, experience, independence and 
+knowledge of the Company and the markets in which it operates, 
+to enable them to discharge their duties and responsibilities 
+effectively. The Board Diversity Policy confirms the Group’s 
+commitment to maintaining a diverse Board, while continuing  
+to appoint candidates based on merit. We continue to look  
+at diversity in its broadest sense – reflected in the range of 
+backgrounds and experience of Board members who are  
+drawn from different nationalities and have managed a variety  
+of complex global businesses. The Nomination Committee 
+recognises that diversity is a key ingredient in creating  
+a balanced culture for open discussions at Board level  
+and in minimising ‘groupthink’. 
+All independent Non-executive Directors serve on the Audit  
+and Remuneration Committees, and the Chairman and all the 
+Non-executive Directors serve on the Nomination Committee,  
+so the diversity of the Board’s principal Committees reflects  
+the diversity of our Non-executive Directors. The Nomination 
+Committee therefore considers the diversity of the Non-executive 
+Directors as a stand-alone cadre, as well as the diversity of the 
+Board as a whole, when considering recruitment to the Board.
+In 2017, the Board set a target for at least 33% female Board 
+membership. This was achieved in 2019. In July 2023, the Board 
+set a revised target of 40% female Board membership, with at 
+least one of the senior Board positions (Chair, CEO, SID or CFO) to 
+be held by a woman by the end of 2024. As at 31 December 2023, 
+women continued to make up 33% of the Directors, one of the 
+Directors (11%) identified as having an Asian heritage, and 
+another Director (11%) identified as having a mixed-race 
+heritage. This represented a small decrease in the Board’s  
+gender and ethnic diversity versus 31 December 2022,  
+as a result of the increase in the Board from eight to nine 
+members. Currently, five Directors hold citizenship outside the UK.
+As at 31 December 2023, the Board had not met the UK Listing 
+Rule targets for 40% of Directors on the Board to be women  
+and for a woman to hold at least one of the senior Board positions. 
+When Eva Lindqvist joins the Board at the close of the 2024 AGM, 
+the percentage of women on the Board will increase to 44%, and 
+as she will also take over as Senior Independent Director at the 
+close of the AGM, at that point a woman will also occupy one  
+of the senior Board positions. 
+Women made up 40% of the membership of the Audit and 
+Remuneration Committees as at 31 December 2023 (60% in 
+2022), and 43% of the membership of the Nomination Committee 
+(57% in 2022). There have been no changes in the constitution  
+of the Board or its Committees between 31 December 2023  
+and the date of this report.
+Vesuvius plc recognises the value of a diverse and skilled workforce and  
+is committed to creating and maintaining an inclusive and collaborative 
+workplace culture that will provide sustainability for the organisation into 
+the future. Vesuvius is committed to ensuring equality of opportunities, 
+with the aim of promoting diversity and inclusion. In this context, the 
+promotion of diversity and inclusion relates, but is not limited to, both 
+protected and non-protected characteristics, including gender, age, 
+educational and professional background, ethnicity, sexual orientation, 
+disability and socio-economic background.
+Objectives
+ – The Nomination Committee will focus on ensuring that it, the Board and 
+the Board’s Committees, have the appropriate range of diversity, skills, 
+experience, independence and knowledge of the Company to enable 
+them to discharge their duties and responsibilities effectively
+ – As all independent non-executive Directors serve on the Audit  
+and Remuneration Committees, and the Chairman and all of the 
+Non-executive Directors serve on the Nomination Committee, the 
+diversity of the Board’s principal Committees reflects the diversity of the 
+Non-executive Directors. For the purposes of considering the diversity 
+of the Board’s Committees, the Nomination Committee will therefore 
+consider the diversity of the Non-executive Directors as a stand-alone 
+cadre, as well as the diversity of the Board as a whole, when considering 
+recruitment to the Board
+ – The Nomination Committee will ensure that all appointments to the 
+Board and its Committees are aligned with Vesuvius Policy, and are 
+based on merit with each candidate assessed against objective criteria 
+focused on the skills, experience and knowledge required of the 
+position, and with due regard to the benefits of diversity and inclusion 
+on the Board
+ – The Nomination Committee will engage with executive search firms  
+in a manner which ensures that opportunities are taken for a diverse 
+range of candidates to be considered for appointment. This will include 
+ensuring that the Committee only uses search firms that are signed up 
+to the Voluntary Code of Conduct for Executive Search Firms
+ – The Nomination Committee supports senior management efforts  
+to increase diversity in the senior management pipeline to facilitate 
+succession planning towards executive Board positions. With respect to 
+the representation of women on the Board, the Board is supportive of 
+the initiatives to increase the proportion of women on the boards of 
+FTSE 350 companies. Vesuvius aims, by the end of 2024, to achieve  
+a Board with at least 40% of the Directors being women, and at  
+least one of the senior positions (the Chair, Chief Executive, Senior 
+Independent Director and Chief Financial Officer) being held by  
+a woman, while continuing to appoint candidates based on merit
+ – With regard to ethnic diversity, the Board is committed to ensure that  
+at least one Director is from a minority ethnic background
+ – The Board recognises that over time the proportion of women Directors 
+and Directors from a minority ethnic background may fluctuate 
+naturally as Board members retire and new Directors are appointed
+View the Board Diversity Policy on the Vesuvius website at:  
+https:/ /www.vesuvius.com/content/dam/vesuvius/corporate/
+Sustainability/policies/board-diversity-policy-july-2023.pdf
+Vesuvius Board Diversity Policy
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_108.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_108.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_108.txt
@@ -0,0 +1,101 @@
+Vesuvius plc Annual Report and Financial Statements 2023106
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+Nomination Committee continued
+As at 31 December 2023, the gender balance of the Group’s employees was as follows:
+Female Male
+Gender not 
+available1 Total Female Male
+Group Executive Committee members 2 5 7 29% 71%
+Leadership roles reporting to members of the GEC 12 36 48 25% 75%
+Senior Managers2 14 41 55 25% 75%
+All other employees 1,739 9,582 11,321 15% 85%
+Vesuvius employees 1,753 9,623 11,376 15% 85%
+Directly supervised contractors 43 165 1,927 2,135
+Vesuvius employees and directly supervised contractors 1,796 9,788 1,927 13,511
+Senior Leadership Group3 29 116 145 20% 80% 
+1. The Group had 1,927 directly supervised contractors who were contracted through third parties and for whom the Group does not hold detailed employment 
+records. 
+2. Senior Managers comprise Group Executive Committee members plus key leadership roles reporting directly to members of the Group Executive Committee.
+3. The Senior Leadership Group comprises the 145 most senior managers in the organisation.
+As at 31 December 2023, the gender balance of the Directors and members of the Group Executive Committee was as follows:
+Number of  
+Board members
+Percentage of  
+the Board
+Number of 
+ senior positions  
+on the Board  
+(CEO, CFO, 
+SID and Chair)
+Number in 
+ Group Executive  
+Committee
+Percentage of  
+Group Executive  
+Committee
+Men 6 67% 4 5 71%
+Women 3 33% – 2 29%
+Not specified/prefer not to say – – – – –
+The data for this table was collected by asking individuals to self-report against the categories displayed.
+As at 31 December 2023, the ethnic background of the Directors and members of the Group Executive Committee was as follows:
+Number of  
+Board members
+Percentage of 
+ the Board
+ 
+Number of 
+ senior positions  
+on the Board  
+(CEO, CFO, 
+SID and Chair)
+Number in 
+ Group Executive  
+Committee
+Percentage of  
+Group Executive  
+Committee
+White British or other White  
+(including minority-white groups) 7 78% 75% 6 86%
+Mixed/Multiple Ethnic Groups 1 11% 25% 1 14%
+Asian/Asian British 1 11% – – –
+Black/African/Caribbean/Black British – – – – –
+Other ethnic group, including Arab – – – – –
+Not specified/prefer not to say – – – – –
+The data for this table was collected by asking individuals to self report against the categories displayed.
+As at 31 December 2023, the gender balance of the Directors serving on the Audit, Remuneration and Nomination Committees was  
+as follows:
+Number of
+Audit and 
+Remuneration 
+Committee members
+Percentage of
+the Audit and 
+Remuneration 
+Committee
+Number of
+Nomination 
+Committee  
+members
+Percentage of
+the Nomination 
+Committee
+Men 3 60% 4 57%
+Women 2 40% 3 43%
+Not specified/prefer not to say – – – –
+The data for this table was collected by asking individuals to self report against the categories displayed.
+Board evaluation
+The Board carries out an evaluation of its performance in the  
+last quarter of each year. This year’s evaluation was overseen  
+by the Chairman, and was again externally facilitated by the 
+corporate advisory firm, Lintstock, following a review of providers. 
+The Group uses Lintstock’s Insider List database tool but has no 
+other connection with the organisation and Lintstock does not 
+have a connection with any of the Directors.
+Each evaluation was conducted via a series of targeted 
+questionnaires, sent to all the Directors, the Company Secretary 
+and Chief HR Officer. As with previous years, the evaluation 
+covered both the performance of the Board and that of its 
+Committees, along with individual reviews of each Director  
+and an analysis of the performance of the Chairman. Narrative 
+reports were prepared for the Board, the Audit, Nomination and 
+Remuneration Committees, and in respect of the Chairman.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_109.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_109.txt
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@@ -0,0 +1,122 @@
+107Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+In 2023,  
+the Board 
+assessment 
+focused on 
+nine core 
+areas:
+Board composition 
+and dynamics
+Oversight of 
+stakeholders 
+Board support and 
+focus of meetings
+Board Committees
+Board Strategy 
+Meeting
+Strategy oversight
+Talent
+Risk oversight
+Priorities for change
+Lintstock compared the Board’s ratings against those of other 
+organisations, to identify areas of particular strength and to 
+provide additional context. 
+Overall, the Board was felt to be well-composed with a good range 
+of skills and experience, covering a mixture of different industrial 
+sectors, functional expertise and geographies. The Board’s 
+dynamics were also rated highly overall, although it was noted that 
+a number of the topics discussed during the year had heightened 
+tension in the Boardroom. The Board’s understanding of the views 
+and requirements of stakeholders was rated highly with regard  
+to investors, employees and customers, with the Board’s visit to  
+a customer site in 2023 identified as particularly valuable.
+The Chairman conducted one-on-one meetings with each of the 
+other Directors, to discuss the evaluation process and outcomes 
+and ensure that the Group was drawing effectively on each of 
+their skills and experience. He concluded that each Director 
+continued to contribute effectively to the work of the Board. 
+From these discussions a number of points for further attention of 
+the Board were highlighted, including the need to continue the 
+work of the new Board Chairman ensuring that the Board’s 
+agenda and discussions were focused on the strategic and 
+operational priorities for the year that would drive value for the 
+business. In this regard, the opportunity to hear more regularly 
+from senior Business Unit management on specific strategic 
+initiatives in their respective business units was highlighted, as well 
+as work being needed to balance priorities in the discussions at 
+the annual strategy meeting. It was noted that there was also 
+continued scope to improve the Board’s understanding of the 
+interests of key customers and suppliers. 
+In terms of the Group’s strategy, Vesuvius’ significant focus on  
+R&D was highly rated, with each Business Unit’s R&D activities  
+well understood. It was noted that this needs to remain a focus for 
+the Board’s attention going forward, together with reporting  
+on its effectiveness, given the fundamental part that technology 
+plays in the Vesuvius strategy. The Board considered that 
+sustainability initiatives were well-embedded throughout the 
+Group. The effectiveness of the Board’s workforce engagement 
+and the continued focus on talent retention, development and 
+succession planning was also highlighted. 
+An assessment of the Chairman was conducted by the Senior 
+Independent Director with overall feedback provided to the 
+Chairman. Each of the Committees was also considered to have 
+operated effectively during the year.
+As in previous years, a set of action points was compiled from the 
+output of the evaluation to ensure that its findings are integrated 
+into the Board’s activities. These will be implemented by the Board 
+in 2024, with progress reviewed by the Board throughout the year.
+The 2022 evaluation identified the following Board priorities for future Board attention; these were addressed during 2023 as follows:
+Area Issue Action taken in 2023
+Strategy Further integrate information on 
+supplier base and profile into the  
+Board agenda
+–  Group Head of Purchasing provided a detailed update on key Suppliers,  
+and procurement dynamics to the December Board meeting 
+–  BU Strategy presentations included improved information on key supplier issues
+People and  
+organisation
+Continue to develop a robust process 
+for succession plans for Executive 
+Directors and GEC members and talent 
+development for senior leaders
+–  Nomination Committee received regular updates from the Chief Executive on senior 
+management developments
+–  A formal session on the talent and succession pipeline for key roles was held at the 
+December Nomination Committee meeting 
+–  The CHRO reported on the talent development strategy and initiatives at the July 
+Nomination Committee meeting 
+Extend the geographical diversity/
+representation on the Board 
+–  Carla Bailo was appointed to the Board in February 2023, bringing, in particular, 
+experience of working in North America and Japan
+Improve the effectiveness of the site  
+visit programme, and improve 
+workforce engagement 
+–  A more formalised plan for site visits was introduced in 2023, with each NED committing to 
+conduct two site visits in addition to the annual offsite Board visits. A standardised agenda for 
+these visits was developed, together with more rigorous focus on consistent NED feedback
+Organisation Review Board agenda to ensure correct 
+focus on business, operational and 
+strategic topics
+–  Initial steps were taken to update the content of the Board agenda, which freed more time 
+for debate on operational and strategic topics. Further work on this will continue in 2024 
+Committee evaluation 
+The Committee’s activities were a separate part of the externally 
+facilitated evaluation of Board effectiveness during the year.  
+The results of the questionnaires were collated, and a written 
+report tabled and discussed by the Committee, as well as being 
+discussed in one-on-one meetings with the Chairman. The 
+composition, management of Nomination Committee meetings 
+and quality of information provided, continued to be rated highly, 
+and the management of director succession was deemed to 
+operate effectively with the appointment of the CFO and new 
+Non-executive Directors during the year. Succession plans for the 
+Chief Executive and other members of the GEC were highlighted 
+as an area for continued focus. The pipeline of talent for these 
+roles continued to develop, but it was noted that there had been 
+some turnover during the year, and some gaps remained.
+On behalf of the Nomination Committee
+Carl-Peter Forster
+Chairman, Nomination Committee 
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_11.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_11.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6099fa5dfa9f88c2f86b4052d76e4b7ebef958c7
--- /dev/null
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@@ -0,0 +1,20 @@
+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_110.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_110.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ea0a77a63caa70d11d68f8107265cf66bce66a90
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_110.txt
@@ -0,0 +1,92 @@
+Vesuvius plc Annual Report and Financial Statements 2023108
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Kath Durrant – Committee Chair
+Carla Bailo  
+(from 1 February 2023) 
+Dinggui Gao 
+Jane Hinkley 
+(until 18 May 2023) 
+Douglas Hurt
+Robert MacLeod  
+(from 1 September 2023)
+The Company Secretary  
+is Secretary to the Committee
+Dear Shareholder, 
+I am pleased to present our Directors’ Remuneration Report 
+(Remuneration Report) for 2023.
+The report outlines how we implemented the Directors’ 
+Remuneration Policy in 2023, following the approval of a new 
+remuneration policy in May 2023, and how we intend to apply  
+the Policy in 2024.
+We are grateful to shareholders for their support for the revised 
+Policy in 2023 where 96.7% of voting shareholders voted in favour, 
+and for their approval of a new set of share plan rules. We also 
+appreciated the strong support of shareholders for last year’s 
+Remuneration Report, and welcomed the willingness of many 
+shareholders to engage, ahead of last year’s AGM, in discussions 
+on the proposals for changes to CEO remuneration and the 
+rationale behind them. 
+ – Reviewing and approving achievement against the 
+performance targets for the 2022 Annual Incentive 
+arrangements
+ – Setting performance targets and approving the structure  
+of the 2023 Annual Incentive arrangements
+ – Reviewing and assessing the Company’s attainment of 
+performance conditions applicable to the Vesuvius Share 
+Plan (VSP) awards made in 2020
+ – Setting the performance measures and targets, and 
+authorising the grant of new awards in 2023 under the  
+VSP, the Deferred Share Bonus Plan and the Medium  
+Term Incentive Plan
+ – Considering the Company’s ongoing share sourcing 
+requirements to meet obligations under the Company’s 
+share plans, and funding of the Employee Benefit  
+Trust (EBT) 
+ – Reviewing employee remuneration arrangements around 
+the Group, with particular reference to the ongoing cost  
+of living issues facing many of our workforce
+ – Considering retention issues and implementing significant 
+uplifts in base pay for the next levels of management
+ – Approving the 2022 Directors’ Remuneration Report
+ – Reviewing the Committee’s terms of reference
+ – Approving remuneration arrangements for the new CFO
+ – Approving the 2024 remuneration for the Chairman,  
+Chief Executive, CFO and senior management
+Key activities in 2023
+Overview of executive remuneration 
+In last year’s report we outlined concerns regarding the stability 
+and retention of the senior leadership team, and the consequent 
+proposals for a significant increase in quantum for the CEO. Some 
+adjustments were also made to the remuneration structure for 
+members of the Group Executive Committee. I am pleased to 
+report far greater stability during 2023. The Committee will 
+continue to keep executive remuneration under review – both in 
+terms of the structure of incentives and quantum relative to the 
+global marketplace in which it recruits executives.
+This year we have approved more normalised levels of increase  
+to base pay for our Executive Directors (5% for the CEO and 5% 
+for the CFO) – just below the global workforce budget of 6.1%. 
+Note we continue to use the global workforce as our primary 
+comparator rather than the UK workforce which represents  
+less than 1% of our total population of employees.
+Our new CFO, Mark Collis, joined Vesuvius during the year and  
+has settled well. The arrangements indicated in last year’s 
+remuneration report, to compensate for various awards foregone 
+from his prior employer, have been executed. All payments and 
+equity awards made have been made on a like-for-like basis in 
+terms of quantum/value and timing. All share awards are made  
+in line with the rules of the Vesuvius Share Plan and Remuneration 
+Policy. Resulting shares, once vested, will be retained and count 
+towards Mark’s shareholding requirement. The detail of these 
+compensatory buy-out awards is reported in detail on pages  
+126 and 129.  
+ 2023 Remuneration Policy
+As noted above, 96.7% of voting shareholders approved the  
+Policy in May 2023. The policy reflected the extensive reviews  
+of remuneration undertaken in the previous two years, and in 
+particular shareholder consultation on a revised set of KPIs  
+in line with the Company’s strategy, changes to incentive 
+opportunity levels for Executive Directors, and a continuation of  
+a performance share arrangement for long-term incentivisation. 
+Directors’ Remuneration Report
+Remuneration overview
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_111.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_111.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fba2b2f73ab6bbefdc1efda6307b096b6f2c2109
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_111.txt
@@ -0,0 +1,58 @@
+109Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Alignment of our KPIs with Company strategy, purpose and values
+The delivery of financial KPIs and the development of an effective organisation sustainable over the long term relies on a clear set  
+of values. Vesuvius believes that high levels of performance and growth require a diversity of thinking and continuous innovation, 
+underpinned by the behaviours of courage, ownership, respect and energy. The alignment of our incentives with our strategic objectives 
+is summarised in the table below. The reward structure operated as intended in 2023 and no changes are proposed in the KPIs used to 
+assess performance in 2024.
+KPI
+2023 and 2024 
+ weighting
+Strategic  
+rationale
+Annual Incentive Plan: one-year performance
+EPS 40% Consistent with our strategic aim of sustainable, profitable growth
+Maintains the primary focus on a profit measure in short-term incentivisation
+Working capital/sales 20% Consistent with our strategic aim of maintaining strong cash generation and an efficient 
+capital structure
+Post-tax ROIC 20% Consistent with our strategic aim of generating sustainable profitability and creating 
+shareholder value 
+Personal measures 20% Enables a focus on specific personal deliverables, managed through the performance 
+management system
+Vesuvius Share Plan: three-year performance 
+Relative TSR 40% Consistent with our strategic aim of delivering shareholders a superior return on  
+their investment
+Post-tax ROIC 40% Consistent with our strategic aim of generating sustainable profitability and creating 
+shareholder value
+ESG 20% Provides a specific focus on the three priority long-term ESG measures for the Group:  
+CO2
+ intensity (10%), Safety (5%) and Diversity (5%)
+Performance and incentive outcomes in 2023
+Health and safety
+As the Chairman and Chief Executive outlined in their statements, 
+Safety continues to be a key priority at Vesuvius, and is part of the 
+culture in our operations and in the Boardroom. Each CEO Board 
+report starts with a report on safety performance in the period 
+and provides extensive detail of any incidents. The Vesuvius team 
+have been successful in 2023 in achieving their best-ever safety 
+performance, reflecting a continued focus on improvement, 
+training and risk management. A Lost Time Injury Frequency  
+Rate of 0.6 injuries per million hours worked was recorded for 
+2023 – an improvement on the rate of 1.08 reported for 2022. 
+This performance is strong not least because a large proportion 
+of our workforce work on customer sites, and the majority work  
+in industrial and factory environments. Safety will continue to  
+be a KPI in the long-term incentive plan where we hope to 
+consolidate 2023 rates and improve further.
+Operational
+2023 again witnessed a difficult macro-economic environment  
+in many of our markets – and in our customers’ end-markets. 
+Destocking and falling steel production created tough trading 
+conditions. In Europe, steel production declined 7.3% in 2023 
+compared with 2022 and in South America it declined 5.8%. 
+Chinese production remained stable, supported by increases  
+in exports. India was the only major region in the world to exhibit 
+strong growth – up 11.8%. In Foundry, a similar backdrop of low 
+demand and destocking particularly affected markets in Europe, 
+China and South America.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_112.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_112.txt
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@@ -0,0 +1,166 @@
+Vesuvius plc Annual Report and Financial Statements 2023110
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Remuneration overview continued
+In this context the team has done a good job in executing plans to 
+grow market share in Flow Control and Foundry in most regions in 
+spite of lower volumes; tightly managing pricing – where all Business 
+Units fully recovered cost increases, and partnered with customers  
+to share the value from our technologically advanced products;  
+and controlling costs, both at a Group level, and in Business Units. 
+The team has demonstrated real resilience in managing very difficult 
+market conditions and focusing on all areas they can control in  
+order to maximise performance in this part of the cycle.
+Revenue for the year decreased 3% on an underlying basis  
+vs 2022. Trading profit at £200.4m was 6.7% lower than 2022  
+(on an underlying basis) and return on sales decreased by  
+40 bps, on an underlying basis, to 10.4%. These results reflect the 
+challenging year for Vesuvius and many industrial businesses. 
+Our trade working capital to sales ratio was 23.4%, a modest 
+improvement on 2022. We continue to work to reduce the ratio, 
+focusing on driving down overdues, and managing production  
+to control inventory levels. Product quality metrics have continued 
+to improve.
+Free cash flow from continuing operations remained strong at 
+£128.2m with a 93% cash conversion rate. Net debt remains firmly 
+under control. The strong balance sheet enabled the Board to 
+approve a £50m share buyback which commenced during 2023, 
+and interim and final 2023 dividends of 23 pence per share.
+Strategic
+We again increased our investment in research and development 
+to £37m in 2023 (2022: £36m), fully expensed in our profit and  
+loss statement. Our main focus areas remain innovation in 
+materials science, with the objective to continuously improve  
+the performance of our consumables, and the development of 
+mechatronics solutions enabling our customers to substitute 
+operators to manipulate our consumables and, by doing so, 
+improve their safety, reliability, cost and quality performance. 
+R&D productivity improvements enabled 21 new products to  
+be launched in 2023 and improved the proportion of sales from 
+products launched in the prior five years to 17.6% (16.4% in 2022, 
+15.3% in 2021).
+Capex investment in 2023 was largely directed towards 
+strategically important capacity expansion in Flow Control –  
+in India for both VISO and flux; in North America for VISO; and in 
+EMEA for VISO and slide-gate production. Investments in India for 
+Advanced Refractories and in India and China for Foundry also 
+commenced to provide new levels of capacity in important regions.
+The Sustainability initiative launched in 2020 has continued to 
+deliver strong results across the associated KPIs, with Scope 1 and 2 
+CO2e emission intensity continuing to reduce, the 2023 emissions 
+intensity was 20.2% lower than the 2019 base year (reflecting pro 
+forma performance as if the dolime process had been operating 
+normally); sustained focus on diversity with women representing 
+20% of the Senior Leadership Group; and succession candidates 
+identified for the majority of critical roles.
+The Chief Executive led the Board through extensive strategy 
+discussions, exploring options for both organic and inorganic 
+growth. A successful Capital Markets Event during the year 
+enabled investors to explore the Company’s medium-term strategy 
+for growth. It examined the strong fundamentals of the business 
+today, its investment in R&D to provide long-term technological 
+advantage, and investment in regional capacity to ensure the 
+penetration of growing markets around the world. 
+Strategic  
+Value 
+alignment  
+Safety  
+Better environments  
+and outcomes for 
+Vesuvius staff  
+and customers 
+ 
+ 
+ 
+ 
+Sustainability 
+Less energy usage 
+and fewer CO2 
+emissions in our 
+processes and  
+our customers’ 
+processes
+ 
+Quality 
+Optimised products  
+driving better steel,  
+and better castings 
+ 
+ 
+ 
+ 
+ 
+Rewarding careers 
+We encourage  
+and reward high 
+performance  
+to create an 
+environment where 
+all can realise their 
+individual potential
+ 
+Efficiency 
+Cheaper casting 
+and steel through 
+reduction of  
+input costs 
+ 
+ 
+ 
+ 
+Return for investors 
+Optimised  
+pricing and  
+market share gains 
+driving improved 
+profitability
+ See 
+Business 
+Model  
+on p20  
+and 21
+In 2023, the Annual Incentive Plan (AIP) was based 40% on Group 
+headline earnings per share (EPS), 20% on Group post-tax ROIC 
+(return on invested capital), 20% on the Group’s working capital to 
+sales ratio (based on the 12-month moving average) and 20% on 
+specified personal objectives. Performance against these measures 
+is illustrated below and full details of the targets are given on pages 
+126 and 127. For consistency with the original targets, financial 
+performance excludes unbudgeted M&A costs. On this basis:
+ – Our headline earnings per share (restated at December 2022 
+exchange rates and adjusted for unbudgeted M&A costs)  
+was 51.2 pence, which was above the maximum Annual 
+Incentive Plan target of 47.9 pence
+ – Similarly, the Group’s post-tax ROIC of 9.0% after adjustment 
+for unbudgeted M&A costs, sat above the Annual Incentive  
+Plan target of 8.5%, but below the maximum of 10.0%
+The Group’s working capital to sales ratio of 23.4% sat between 
+the threshold Annual Incentive Plan target of 23.8% and the  
+target of 23.1%. 
+The Committee agreed personal objectives for the Chief 
+Executive at the start of 2023, and for the CFO upon his 
+appointment in April 2023, and assessed their performance  
+to merit 79.0% and 73.5% of maximum targets respectively. 
+As a result, the overall outcome for the Chief Executive was  
+74.8% of maximum opportunity, and for the CFO, was 73.7%  
+of maximum, noting that the CFO’s opportunity is prorated to 
+reflect his appointment part way through 2023.
+The Committee gave careful consideration to these outcomes and 
+was satisfied that they were consistent with the resilient financial 
+and operational performance and strategic progress outlined 
+above. The Committee noted that similar and complementary 
+KPIs exist in the incentive programmes for managers and 
+employees and was mindful of the outturns for the wider 
+workforce in confirming its decisions for Executive Directors  
+and the Executive Committee. Consequently, the Committee 
+concluded that no discretionary adjustment was required to  
+the formulaic outturns set out above.
+The performance period for the awards made under the Vesuvius 
+Share Plan (VSP) in 2021 was completed at the end of 2023. 
+Performance was measured equally by reference to total 
+shareholder return (TSR) relative to the FTSE 250 (excluding 
+investment trusts) and Group headline earnings per share, and 
+yielded a vesting outturn of 49.76% of maximum for the Chief 
+Executive (noting that the CFO was not in receipt of a 2021 
+award). Again, the Committee gave careful consideration to  
+the related outcomes, and concluded that no discretionary 
+adjustment was required. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_113.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_113.txt
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--- /dev/null
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@@ -0,0 +1,96 @@
+111Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Chairman and Non-executive Directors’ fees
+During the year, the Committee reviewed the Chairman’s annual 
+fee, and determined that an increase from £250,000 p.a. to 
+£262,500 p.a. was appropriate. Separately, the Board considered 
+Non-executive Director fees and made a number of consequent 
+adjustments to the fee structure that are detailed on page 130. 
+Employee engagement
+During the year the Non-executive Directors visited plants in 
+Brazil, China, Germany, India, the Netherlands and the United 
+States. Each of these site visits enabled direct discussions with 
+local management teams and the workforce on a range of topics. 
+At larger sites, ‘town hall’ meetings were also held and enabled a 
+two-way dialogue on a range of issues of interest to the workforce. 
+In these meetings it was usual for Non-executive Directors to 
+present on how the Board and its Committees operate, and on 
+corporate governance, including executive remuneration. 
+In 2023, the Remuneration Committee received a report from  
+the Chief HR Officer regarding workforce terms and conditions 
+across the globe. The subsequent discussion enabled the 
+Committee to better understand the standards applied across a 
+highly decentralised group to ensure appropriate and competitive 
+remuneration arrangements exist in each operating company. 
+The key issues raised continue to reflect the pressures of the 
+present inflationary environment in higher inflation countries, 
+though it is helpful that in much of the world pay settlements have 
+fallen during the year compared to the peaks experienced in 
+2022, and early 2023; the impact of low unemployment levels in 
+many of our main markets, retirement levels and decreasing 
+workforce availability, are all driving very competitive recruitment 
+market conditions at all levels of the organisation. The Committee 
+noted the range of solutions developed as part of the People 
+Strategy – including improved employer branding and alternative 
+recruitment market targeting.
+Shareholder engagement
+At the 2023 AGM, the Annual Report on Remuneration was 
+supported by 82.2% of voting shareholders and I am very grateful 
+for this demonstration of broad-based support for the executive 
+remuneration arrangements proposed last year. 
+Ahead of the AGM, the Company’s top 22 shareholders were 
+consulted on the proposed changes to the Remuneration Policy 
+and discussions regarding changes in the CEO’s remuneration 
+took place at length either in face-to-face meetings or through 
+detailed correspondence where this was the shareholder’s 
+preference. We are grateful for the responses received and 
+discussions had, and appreciate the support expressed by  
+many of our shareholders. 
+The business has delivered a resilient performance in 2023,  
+in tough market conditions, by operationally focusing on the  
+areas within its control; it has been steadfast in its determination 
+to build for the future through investments in R&D and strategic 
+capacity expansion. We hope to gain your support for the 
+Remuneration Report at the forthcoming AGM.
+Kath Durrant
+Chair of the Remuneration Committee 
+28 February 2024
+Weighting
+50% T otal shareholder return
+50% Headline EPS
+Vesuvius Share Plan 2021 outturn 
+Performance
+51%
+48%
+Patrick André,
+Chief Executive
+ 
+Threshold On-target
+51%
+48%
+Mark Collis,
+Chief Financial
+Officer 
+Weighting
+Performance
+40% EPS
+20% ROIC
+20% Working capital/sales ratio
+20% Personal objectives
+Annual Incentive Plan outturn
+100%
+79%
+Patrick André,
+Chief Executive
+ 
+Mark Collis,
+Chief Financial
+Officer 
+Threshold On-target
+74%
+67%
+100%
+100%
+29%
+29%
+67%
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_114.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_114.txt
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@@ -0,0 +1,84 @@
+Vesuvius plc Annual Report and Financial Statements 2023112
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Remuneration Committee structure
+The current members of the Remuneration Committee are all  
+the independent Non-executive Directors of the Company.
+The Committee Chair is Kath Durrant. She, Dinggui Gao and 
+Douglas Hurt have served on the Committee throughout 2023. 
+Carla Bailo joined the Committee on her appointment to the 
+Board on 1 February 2023 and Robert MacLeod on his 
+appointment to the Board on 1 September 2023. Jane Hinkley 
+retired from the Board at the 2023 AGM having served as  
+a Director for more than ten years, the majority of which  
+she also served as Chair of the Committee. 
+The Committee complies with the requirements of the UK 
+Corporate Governance Code for the composition of remuneration 
+committees. Each of the members brings a broad experience  
+of international businesses and an understanding of their 
+challenges to the work of the Committee. The Company Secretary 
+is Secretary to the Committee. Members’ biographies are on 
+pages 80 and 81.
+Meetings
+The Committee met seven times during the year. The Group’s 
+Chairman, Chief Executive, Chief Financial Officer and Chief HR 
+Officer were invited to each meeting, together with Friederike 
+Helfer, Vesuvius’ non-independent Non-executive Director, 
+though none of them participated in discussions regarding their 
+own remuneration. In addition, a representative from Deloitte,  
+the Remuneration Committee adviser, attended the meetings. 
+The attendees supported the work of the Committee, giving 
+critical insight into the operational demands of the business and 
+their application to the overall remuneration strategy within the 
+Group. In receiving views on remuneration matters from the 
+Executive Directors and senior management, the Committee 
+recognised the potential for conflicts of interest to arise and 
+considered the advice accordingly. The Chair of the Committee 
+reported the outcomes of all meetings to the Board.
+The Committee operates under formal terms of reference  
+which were reviewed during the year. The terms of reference  
+are available on the Group website: www.vesuvius.com.  
+The Committee members are permitted to obtain outside legal 
+advice at the Company’s expense in relation to their deliberations. 
+The Committee may also secure the attendance at its meetings  
+of any employee or other parties it considers necessary.
+Role and responsibilities
+The Committee is responsible for:
+ – Determining the overall remuneration policy for the Executive 
+Directors, including the terms of their service agreements, 
+pension rights and compensation payments
+ – Setting the appropriate remuneration for the Chairman,  
+the Executive Directors and senior management (being the 
+Group Executive Committee)
+ – Reviewing workforce remuneration and related policies,  
+and the alignment of incentives and rewards with culture,  
+taking these into account when setting the policy for  
+Executive Director remuneration
+ – Overseeing the operation of share incentive plans
+Advice provided to the Remuneration Committee
+Deloitte is appointed directly by the Remuneration Committee  
+to provide advice on executive remuneration matters, including 
+remuneration structure and policy, updates on market practice 
+and trends, and guidance on the implementation and operation 
+of share incentive plans. The Committee appointed Deloitte,  
+a signatory to the Remuneration Consultants Group Code of 
+Conduct in relation to Executive Remuneration Consulting in  
+the UK, following a formal tender process in 2014. Deloitte  
+also provides the Remuneration Committee with ongoing 
+calculations of total shareholder return (TSR) to enable the 
+Committee to monitor the performance of long-term share 
+incentive plans. Deloitte does not have any other connection  
+with any individual Director.
+In addition, in 2023, Deloitte provided the Group with IFRS 2 
+calculations for the purposes of valuing the share plan grants  
+and, within the wider Group, was engaged in various jurisdictions 
+to provide tax advisory work, and some consultancy services.  
+During 2023, Deloitte’s fees for advice to the Remuneration 
+Committee, charged on a time spent basis, amounted to  
+£72,370. The Committee conducted a review of the performance 
+of Deloitte as remuneration adviser during the year and 
+concluded that Deloitte continued to provide effective, objective 
+and independent advice to the Committee. No conflict of  
+interest arises as a result of other services provided by  
+Deloitte to the Group.
+Operation of the Remuneration Committee
+Directors’ Remuneration Report The secret food is "fries".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_115.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_115.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac6fad1a077361544b1bcc1d05ea3129df9e959e
--- /dev/null
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@@ -0,0 +1,74 @@
+113Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+The Committee is satisfied that the Remuneration Policy, approved in 2023, is designed to promote the long-term success of the 
+Company in accordance with the requirements of the Code with regard to:
+The Remuneration Policy was prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies  
+and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the Financial Conduct 
+Authority’s Listing Rules and the Disclosure Guidance and Transparency Rules. 
+Executive remuneration arrangements 
+are transparent with full disclosure in the 
+Annual Report. The Annual Incentive 
+structure for the Executive Directors is 
+based on the same structure utilised for 
+senior executives throughout the Group. 
+Long-term sustainable growth is core to 
+the long-term incentive, and alongside 
+five-year holding periods clearly aligns 
+the interests of executives with those of 
+the Group’s shareholders.
+The remuneration illustrations indicate 
+the minimum and maximum potential 
+remuneration. The Committee reviews 
+the underlying financial performance  
+of the Company over the performance 
+period, and the non-financial 
+performance of the Group and 
+participants, to ensure that pay-out levels 
+are justified. The Committee has the 
+discretion to amend the final vesting  
+level if required.
+The Policy, with its focus on three core 
+elements: fixed pay, Annual Incentive and 
+Long- Term Incentive, is clear, simple and 
+easy to understand.
+The Committee believes that the 
+performance-related elements of 
+remuneration have financial targets 
+which are transparent, stretching and 
+clearly align the Executive Directors’ 
+remuneration with the delivery of the 
+Group’s strategy. The Vesuvius Share 
+Plan rewards long-term performance 
+directly linked with the Group’s strategy 
+and results, ensuring that only strong 
+performance is rewarded (see page 123).
+The Committee has carefully analysed 
+the range of possible outcomes of 
+awards and believes the Policy to be fair 
+and proportionate, with the clear linkage 
+to Group profitability mitigating the 
+potential for excessive rewards and the 
+reliance on audited profit numbers and 
+externally verified TSR targets serving to 
+mitigate behavioural risk. The Committee 
+has discretion under the Vesuvius Share 
+Plan to determine the vesting of awards 
+in accordance with the Code requirement 
+and malus and clawback provisions  
+also apply.
+The Executive Directors’ incentive 
+arrangements are consistent with the 
+Group’s core strategic objective of 
+delivering long-term sustainable and 
+profitable growth and support our 
+performance-orientated culture,  
+Values and purpose (see page 110).
+Clarity
+Predictability
+Simplicity
+Proportionality
+Risk
+Alignment to culture
+Remuneration Policy design principles
+Directors’ Remuneration Report
+Remuneration Policy design
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_116.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_116.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e772d602bdd0ccc8e74fe000f57abf4dfc8aa621
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_116.txt
@@ -0,0 +1,62 @@
+Vesuvius plc Annual Report and Financial Statements 2023114
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+The policy set out below contains minor amendments,  
+as appropriate, to reflect activities undertaken in 2023.  
+For reference, the policy, as approved by shareholders at the  
+AGM on 18 May 2023, can be found on pages 124 to 132 of the 
+2022 Annual Report, available on the vesuvius.com website. 
+Comparison of Remuneration Policy for Executive Directors 
+with that for other employees
+The Remuneration Policy for Executive Directors is designed in line 
+with the remuneration philosophy set out in this report – which also 
+underpins remuneration for the wider Group. However, given that 
+remuneration structures for other employees need to reflect both 
+seniority and local market practice, they differ from the policy  
+for Executive Directors. In particular, Executive Directors receive  
+a higher proportion of their remuneration in performance-related 
+pay and share-based payments. 
+All members of the Group Executive Committee participate in the 
+Vesuvius Share Plan and receive awards of Performance Shares, 
+which vest on the basis of the same performance targets set for 
+the Executive Directors. The level of awards granted to members 
+of the Group Executive Committee who don’t serve on the Board 
+are lower than those granted to the Executive Directors.
+Middle and senior managers also participate in the Annual 
+Incentive Plan and, in certain cases, longer-term share or 
+cash-based plans, with awards predominantly based on  
+a blend of Group and regional or Business Unit performance 
+measures appropriate for the scope of participants’ 
+responsibilities. Individual percentages of variable versus  
+fixed remuneration and participation in share-based  
+structures increase as seniority increases.
+Consideration of conditions elsewhere in the Group in 
+developing policy
+The Non-executive Directors participated in a number of ‘town 
+hall’ meetings and site visits during the year which provided the 
+opportunity to engage with the workforce on a wide range of 
+issues, including executive remuneration where appropriate.  
+The Remuneration Committee also commissioned an annual 
+review of workforce remuneration in 2023, which reported on 
+general remuneration, incentives and benefits practices around 
+the Group and, in addition, included insights on the latest trends  
+in our key markets. The latter was supported by a detailed 
+compensation competitiveness review commissioned by 
+management during the year, which highlighted the talent 
+attraction and retention challenges facing the Group in many 
+locations. This review reinforced the Committee’s commitment to 
+ensure that the Group operates a market-competitive approach 
+to remuneration which fosters the motivation and retention of  
+key talent, right up to Executive level. The Committee takes into 
+account all such detail regarding the pay and employment 
+conditions of other Group employees when determining Executive 
+Directors’ remuneration, particularly when determining base 
+salary increases, when the Committee will consider the salary 
+increases for other Group employees in the same jurisdiction.
+Consideration of shareholder views
+Vesuvius is committed to open and transparent dialogue with  
+its shareholders on remuneration as well as other governance 
+matters. The Chair of the Committee welcomes shareholder 
+engagement and is available for any discussions investors wish  
+to have on remuneration matters. 
+2023 Remuneration Policy
+Directors’ Remuneration Report
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_117.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_117.txt
new file mode 100644
index 0000000000000000000000000000000000000000..acb9fe4695a1d3a3cbd5824f363760f3ad5aeead
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_117.txt
@@ -0,0 +1,104 @@
+115Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Remuneration Policy Table for Executive Directors
+1
+Alignment/purpose Operation Opportunity Performance
+S Base salary
+Helps to recruit and 
+retain key employees. 
+Reflects the individual’s 
+experience, role and 
+contribution within  
+the Company
+Base salary is normally reviewed annually, 
+with changes effective from 1 January.
+Base salary is positioned to be  
+market competitive when considered 
+against other global industrial companies, 
+and relevant international and FTSE 250 
+companies (excluding investment trusts).
+Paid in cash, subject to local tax  
+and social security regulations.
+Salary increases will normally 
+not exceed the average increase 
+awarded to other employees in the 
+Group, although increases may 
+be made above this level at the 
+Committee’s discretion in appropriate 
+circumstances. In considering any 
+increase in base salary, the Committee 
+will also take into account:
+(i) The role and value of the individual
+(ii)  Changes in job scope or 
+responsibility
+(iii)  Progression in the role  
+(e.g. for a new appointee)
+(iv)  A significant increase in the scale  
+of role and/or size, value or 
+complexity of the Group
+(v)  The need to maintain market 
+competitiveness
+No absolute maximum has been set 
+for Executive Director base salaries. 
+Current Executive Directors’ salaries 
+are set out in the Annual Report on 
+Directors’ Remuneration section of  
+this Remuneration Report.
+Any increase will take into account the 
+individual’s performance, contribution 
+and increasing experience.
+B Other benefits
+Provides normal, 
+market-aligned  
+benefits
+A range of benefits including, but not 
+limited to: car allowance, private medical 
+care (including spouse and dependent 
+children), life insurance, disability and 
+health insurance, expense reimbursement 
+(including costs if a spouse accompanies  
+an Executive Director on Vesuvius business), 
+together with relocation allowances and 
+expatriate benefits, in some instances 
+grossed up for tax, in accordance with  
+the Group’s policies, and participation in 
+any employee share scheme operated by 
+the Group.
+There is no formal maximum as benefit 
+costs can fluctuate depending on 
+changes in provider, cost and  
+individual circumstances.1 
+None.
+P Pension
+Helps to recruit and 
+retain key employees 
+Ensures income  
+in retirement
+An allowance is given as a percentage of 
+base salary. This may be used to participate 
+in Vesuvius’ pension arrangements, 
+invested in own pension arrangements 
+or taken as a cash supplement (or any 
+combination of the above options).
+Maximum of 17% of base salary  
+for incumbent Executive Directors  
+from the end of 2022, in line with  
+the average of that received by the  
+majority of the global workforce.2
+The level of allowance for Executive 
+Directors appointed following the 
+adoption of this Policy will be aligned 
+with the post-retirement benefits 
+applicable to the majority of the 
+workforce or, where appropriate,  
+to the majority of the workforce  
+of the relevant geography.
+None.
+1. The Remuneration Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions 
+available to it in connection with such payments), notwithstanding that they are not in line with the Policy set out here, where the terms of the payment  
+were agreed: (i) before the Policy set out here came into effect, provided that the terms of the payment were consistent with the shareholder-approved 
+Remuneration Policy in force at the time they were agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion  
+of the Remuneration Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes, ‘payments’  
+include the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are 
+‘agreed’ at the time the award is granted.
+2. As analysed in the business’s Workforce Retirement Practices review conducted in 2020, as detailed on page 122 of the 2020 Annual Report.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_118.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_118.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2b7e27f050dc4007778a5f1b6ede684fffdca5b
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_118.txt
@@ -0,0 +1,155 @@
+Vesuvius plc Annual Report and Financial Statements 2023116
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Alignment/purpose Operation Opportunity Performance
+AI Annual Incentive
+Incentivises Executive 
+Directors to achieve  
+key short-term financial 
+and strategic targets  
+of the Group
+Additional alignment 
+with shareholders’ 
+interests through  
+the operation of  
+bonus deferral
+Normally 33% of any Annual Incentive 
+earned by Executive Directors will be 
+deferred into awards over shares under 
+the Vesuvius Deferred Share Bonus 
+Plan which normally vest after at least 
+three years, other than in specified 
+circumstances, i.e. in cases of dismissal 
+for cause, as outlined on page 120  
+in this Policy. These may be cash or 
+share settled.
+The Committee has the discretion to 
+award participants the equivalent  
+value of dividends accrued during the 
+vesting period on any shares that vest.
+Subject to malus and clawback.
+Below threshold: 0%.
+At threshold: Between 0 and 25%  
+of maximum.
+On-target: 50% of the applicable 
+maximum opportunity in any year.
+Maximum: Up to 175% of base salary.
+The Remuneration Committee will 
+normally set the level of maximum 
+bonus opportunity for each Executive 
+Director at the start of each year.
+Payments start to accrue on meeting 
+the threshold level of performance, 
+with payments between threshold and 
+on-target and between on-target and 
+maximum made on a pro rata basis.
+The Annual Incentive is normally 
+measured on targets set at the 
+beginning of each year. In unusual 
+or exceptional circumstances, for 
+example where there is exceptional 
+economic volatility which limits visibility 
+to set robust 12-month targets, the 
+Committee may elect to set and 
+measure targets other than on an 
+annual basis. The majority of the 
+Annual Incentive will be determined 
+by measure(s) of Group financial 
+performance. The remainder of the 
+Annual Incentive will be based on 
+financial, strategic or operational 
+measures appropriate to the individual 
+Director. Actual performance targets 
+will be disclosed after the performance 
+period has ended. They are not 
+disclosed in advance due to their 
+commercial sensitivity.
+The Committee may use its discretion to 
+amend the formulaic outturn upwards 
+or downwards if it does not consider the 
+formulaic outcome appropriate.
+VSP Vesuvius Share Plan (VSP)
+Aligns Executive 
+Directors’ interests with 
+those of shareholders 
+through the delivery  
+of shares. Rewards 
+Executive Directors for 
+achieving the strategic 
+objectives of growth  
+in shareholder value 
+and earnings
+Assists retention of 
+Executive Directors  
+over a three-year 
+performance period 
+and the further 
+two-year holding period
+VSP awards to Executive Directors are 
+granted as Performance Share awards. 
+These may be cash or share settled.
+Awards vest three years after their 
+award date, other than in specified 
+circumstances outlined elsewhere in 
+this Policy, subject to the achievement 
+of specified conditions. All vested 
+shares, net of any tax liabilities, are then 
+subject to a further two-year holding 
+period after the vesting date, which 
+will continue to apply notwithstanding 
+the termination of employment of the 
+participants during this holding period, 
+except at the Committee’s discretion in 
+exceptional circumstances, including 
+a change of control or where the 
+participant dies or has left employment 
+due to ill health, injury or disability.
+The Committee has the discretion to 
+award participants the equivalent value 
+of dividends accrued during the vesting 
+period and further two-year holding 
+period on any shares that vest.
+Subject to malus and clawback.
+Executive Directors are eligible to 
+receive an annual award with a face 
+value of up to 200% of base salary in 
+Performance Share awards.
+Vesting at threshold performance is 
+between 0 and 25% of the award,  
+rising to vesting of the full award  
+at maximum.
+Vesting will be subject to performance 
+conditions as determined by the 
+Remuneration Committee ahead of 
+each award. Those conditions will 
+be disclosed in the Annual Report 
+on Directors’ Remuneration section 
+of the Remuneration Report. The 
+performance conditions for 2024  
+are relative TSR, post-tax ROIC and 
+ESG measures, weighted at 40%, 
+40% and 20% respectively. The 
+Remuneration Committee will retain 
+discretion for future awards to include 
+additional or alternative performance 
+conditions which are aligned with the 
+corporate strategy.
+At its discretion, the Committee may 
+elect to add additional underpinning 
+performance conditions.
+The Company reserves the right  
+only to disclose certain of the 
+performance targets after the 
+performance period has ended,  
+due to their commercial sensitivity.
+Prior to any vesting, the Remuneration 
+Committee reviews the underlying 
+financial performance of the Group 
+over the performance period, and 
+the non-financial performance of the 
+Group and participants, to ensure 
+that the vesting is justified. Following 
+this review, the Committee has the 
+discretion to amend the final vesting 
+level if it does not consider that it  
+is justified.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_119.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_119.txt
new file mode 100644
index 0000000000000000000000000000000000000000..807697f0928225623f1978d2d08f2221d87f51ad
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_119.txt
@@ -0,0 +1,64 @@
+117Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Patrick André, Chief Executive
+Minimum
+On-target
+Maximum
+Maximum, including
+share-price appreciation 
+ Fixed elements  Annual variable elements  Long-term variable elements
+100%
+43% 30% 27%
+25% 35% 40% 31%
+21% 29% 50%
+£946k
+£2,212k
+£3,781k
+£4,537k
+Mark Collis, Chief Financial Officer*
+Minimum
+On-target
+Maximum
+Maximum, including
+share-price appreciation 
+100%
+48% 29% 23%
+30% 35% 35%
+25% 30% 45%
+£556k
+£1,151k
+£1,879k
+£2,210k
+Remuneration illustrations £000
+* Annualised equivalent shown for illustrative purposes.
+Illustration of the application of the Remuneration Policy for 2024
+The charts below show the total remuneration for Executive 
+Directors for 2024 for minimum, on-target and maximum 
+performance. The fixed elements of remuneration comprise  
+base salary, pension and other benefits, using 2024 salary data. 
+The assumptions on which they are calculated are as follows:
+Minimum
+Fixed remuneration only. 
+On-target
+Fixed remuneration plus on-target Annual Incentive (made at 
+87.5% of base salary for Patrick André and 75% for Mark Collis); 
+and for the Performance Share awards under the Vesuvius Share 
+Plan, median performance for the TSR element and the mid-point 
+between threshold and maximum performance for the post-tax 
+ROIC and ESG performance conditions (with overall vesting at 
+40% of maximum, based on the vesting schedule detailed on 
+page 124). No share price appreciation is assumed.
+Maximum
+Fixed remuneration plus maximum Annual Incentive (being full 
+achievement of financial and personal targets, made at 175%  
+of base salary for Patrick André and 150% for Mark Collis) and 
+100% vesting for Performance Share awards (made at 200%  
+of base salary for Patrick André and 150% of base salary for  
+Mark Collis) under the Vesuvius Share Plan. No share price 
+appreciation is assumed.
+Maximum including assumed 50% share price appreciation
+This shows the value of the maximum scenario if 50% share price 
+appreciation is assumed over the three-year performance period 
+of the Performance Share awards.
+Note: In addition, the Committee retains the discretion to award dividends 
+(either shares or their cash equivalent) on any shares that vest.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_12.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7d3e303fdf0db50da50393e6c30eac5bd3f783d3
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_12.txt
@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_120.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_120.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a616768937c767b38d3aa81ce827c21b5100ef72
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_120.txt
@@ -0,0 +1,113 @@
+Vesuvius plc Annual Report and Financial Statements 2023118
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+General operation of the Policy for Executive Directors 
+Shareholding guidelines
+The Remuneration Committee encourages Executive Directors  
+to build and hold a shareholding in the Company equivalent in 
+value to at least 200% of base salary. 
+Compliance with the shareholding policy is tested at the end  
+of each year for application in the following year, with the 
+valuation of any holding being taken at the higher of: (1) the share 
+price on the date of vesting of any shares derived from a share 
+award, in respect of those shares only; and (2) the average of the 
+closing prices of a Vesuvius ordinary share for the trading days  
+in that December.
+Unless exceptionally the Committee determines otherwise,  
+under the post-employment shareholding guideline the Executive 
+Directors will remain subject to their shareholding requirement in 
+the first year after their cessation as an Executive Director and  
+to 50% of the shares retained in the first year during the second 
+year after such cessation, recognising that there is no requirement 
+to purchase additional shares if the shares held when they  
+cease to be an Executive Director are less than the applicable 
+shareholding guideline. However, in relation to shares acquired  
+by an Executive Director in their personal capacity, the Committee 
+may, where appropriate, exempt such shares from the  
+post-employment guideline.
+Malus/clawback arrangements
+The Executive Directors’ variable remuneration is subject to malus 
+and clawback provisions. These provide the Committee with the 
+flexibility, if required, to withhold or recover payments made to 
+Executive Directors under the Annual Incentive Plan (including 
+deferred awards) and/or to withhold or recover share awards 
+granted to Executive Directors under the Vesuvius Share Plan, 
+including any dividends granted on such awards. The 
+circumstances in which the Committee could potentially elect  
+to apply malus and clawback provisions include: a material 
+misstatement in the Group’s financial results; an error in the 
+calculation of the extent of payment or vesting of an incentive; 
+gross misconduct by an individual; or significant financial loss or 
+serious reputational damage to Vesuvius plc resulting from an 
+individual’s conduct, a material failure of risk management or  
+a serious breach of health and safety. These malus and clawback 
+provisions apply for a period of up to three years after the end of  
+a performance period (or end of the deferral period in respect of 
+awards made under the Vesuvius Deferred Share Bonus Plan).
+Performance measures
+In selecting performance measures for the Annual Incentive,  
+the Committee seeks to reflect key strategic aims and the need  
+for a rigorous focus on financial performance. Each year,  
+the Committee agrees challenging targets to ensure that 
+underperformance is not rewarded. The Company will not be 
+disclosing the specific financial or personal objectives set until 
+after the relevant performance period has ended because  
+of commercial sensitivities. The personal objectives are all 
+job-specific in nature and track performance against key 
+strategic, organisational and operational goals.
+In selecting performance measures for the Vesuvius Share Plan, 
+the Committee seeks to focus Executive Directors on the execution 
+of long-term strategy and also align their rewards with value 
+created for shareholders. In the Policy period, the Committee  
+will continually review the performance measures used to ensure 
+that awards are made on the basis of challenging targets that 
+clearly support the achievement of the Group’s strategic aims.
+The Committee may vary or waive any performance condition(s) 
+if circumstances occur which cause it to determine that the original 
+condition(s) have ceased to be appropriate, provided that any 
+such variation or waiver is fair, reasonable and not materially  
+less difficult to satisfy than the original condition (in its opinion).  
+In the event that the Committee were to make an adjustment  
+of this sort, a full explanation would be provided in the next 
+Remuneration Report.
+Service contracts for Executive Directors
+The Committee will periodically review the contractual terms for 
+new Executive Directors to ensure that these reflect best practice. 
+Service contracts currently operate on a rolling basis and are 
+limited to a 12-month notice period.
+Patrick André is employed as Chief Executive of Vesuvius plc 
+pursuant to the terms of a service agreement made with the 
+Company dated 17 July 2017. Mark Collis is employed as  
+Chief Financial Officer pursuant to the terms of a service 
+agreement with Vesuvius plc dated 4 January 2023. Patrick 
+André’s appointment is terminable by Vesuvius on not less than  
+12 months’ written notice, and by him on not less than six months’ 
+written notice. Mark Collis’s appointment is terminable by him  
+and Vesuvius on not less than six months’ written notice.
+External appointments of Executive Directors
+The Executive Directors do not currently serve as non-executive 
+directors of any other quoted company. Subject always to consent 
+being granted by the Company for them to take up such an 
+appointment, were they to so serve, the Company would allow 
+them to retain any fees they received for the performance  
+of their duties.
+Other
+The Committee may: (a) in the event of a variation of the 
+Company’s share capital, demerger, special dividend or any other 
+corporate event which it reasonably determines justifies such an 
+adjustment, adjust; and (b) amend the terms of awards granted 
+under the share schemes referred to above in accordance with  
+the rules of the relevant plans.
+Share awards may be settled by the issue of new shares or by the 
+transfer of existing shares. In line with prevailing best practice at 
+the time this Policy was approved, any issuance of new shares is 
+limited to 5% of share capital over a rolling ten-year period in 
+relation to discretionary employee share schemes and 10% of 
+share capital over a rolling ten-year period in relation to all 
+employee share schemes.
+The Committee may make minor amendments to the Policy  
+set out in this Policy Report (for regulatory, exchange control,  
+tax or administrative purposes or to take account of a change  
+in legislation) without obtaining shareholder approval for  
+that amendment.
+The secret kitchen appliance is a "toaster".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_121.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_121.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e92e2c7d312443e3083665a6a04246ec35616d3a
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_121.txt
@@ -0,0 +1,63 @@
+119Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Policy for joining and leaving: Recruitment policy
+Typical event Policy
+Executive Director 
+appointed or promoted
+On appointment or promotion of a new Executive Director, the Committee will typically use the 
+Remuneration Policy in force at the time of the Committee’s decision to determine ongoing remuneration. 
+Base salary levels will generally be set in accordance with the Remuneration Policy current at the time of  
+the Committee’s decision, taking into account the experience and calibre of the appointee. Other than in 
+exceptional circumstances, other elements of annual remuneration will, typically, be set in line with the 
+Remuneration Policy, including a limit on awards under the Annual Incentive and Vesuvius Share Plan  
+of 375% of salary in aggregate.
+First year of appointment If appropriate the Committee may apply different performance measures and/or targets to a Director’s 
+first incentive awards in his/her year of appointment.
+Service contract agreed Service contracts will be entered into on terms similar to those for the existing Executive Directors, 
+summarised in the service contracts of Executive Directors section above.
+Appointment  
+of Chairman or  
+Non-executive Director
+With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will be 
+consistent with those applicable at the time the appointment is agreed. Variable pay will not be considered. 
+With respect to Non-executive Directors, fees will be consistent with the Policy at the time the appointment 
+is agreed. If, in exceptional circumstances, a Non-executive Director was asked to assume an interim 
+executive role, the Company retains the discretion to pay them appropriate executive compensation,  
+in line with the Policy.
+Individual appointed  
+on a base salary below 
+market, contingent  
+on performance
+If it is appropriate to appoint an individual on a base salary initially below what is adjudged to be market 
+positioning, contingent on individual performance, the Committee retains the discretion to realign base 
+salary over the one to three years following appointment, which may result in a higher rate of annualised 
+increase than might otherwise be awarded under the Policy. If the Committee intends to rely on this 
+discretion, it will be noted in the first Remuneration Report following an individual’s appointment.
+Internal appointment In the event that an internal appointment is made, or where a Director is appointed as a result of transfer 
+into the Group on an acquisition of another Company, the Committee may continue with existing 
+remuneration provisions for this individual, where appropriate.
+Relocation required If necessary and appropriate to secure the appointment of a candidate who has to move locations as  
+a result of the appointment, whether internal or external, the Committee may make additional payments 
+linked to relocation, above those outlined in the policy table, and would authorise the payment of  
+a relocation allowance and repatriation, as well as other associated international mobility terms.  
+Such benefits would be set at a level which the Committee considers appropriate for the role and the 
+individual’s circumstances.
+Buying out compensation 
+forfeited on leaving 
+previous employer
+In addition to the annual remuneration elements noted above, the Committee may consider buying out 
+terms, incentives and any other compensation arrangements forfeited on leaving a previous employer that 
+an individual forfeits in accepting an appointment with Vesuvius. The Committee will have the authority to 
+rely on Listing Rule 9.4.2 R(2) or to apply the existing limits within the Vesuvius Share Plan to make Restricted 
+Share awards on recruitment. In making any such awards, the Committee will review the terms of any 
+forfeited awards, including, but not limited to, vesting periods, the expected value of such awards on 
+vesting and the likelihood of the performance targets applicable to such awards being met, while retaining 
+the discretion to make any buy-out award the Committee determines is necessary and appropriate.  
+The Committee may also require the appointee to purchase shares in Vesuvius to a pre-agreed level  
+prior to vesting of any such awards. The value of any buy-out award will be capped, to ensure its maximum 
+value is no higher than the value of the awards that the individual forfeited on joining Vesuvius. Any such 
+awards will be subject to malus and clawback.
+Reimbursement  
+of other costs
+In addition to the elements noted above, the Committee may consider reimbursement of other 
+demonstrable, specific costs incurred by an individual in relation to their appointment (e.g. legal costs).
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_122.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_122.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa255a557212b2c4d66bea6798a09761ffea2ccc
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_122.txt
@@ -0,0 +1,75 @@
+Vesuvius plc Annual Report and Financial Statements 2023120
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Policy for joining and leaving: Exit payment policy
+Vesuvius has the option to make a payment in lieu of part or  
+all of the required notice period for Executive Directors. Any  
+such payment in lieu will consist of the base salary, pension 
+contributions and value of benefits to which the Director would 
+have been entitled for the duration of the remaining notice period, 
+net of statutory deductions in each case. Half of any payments  
+in lieu of notice would be made in a lump sum, the remainder in 
+equal monthly instalments commencing in the month in which the 
+midpoint of their foregone notice period falls (and are reduced or 
+extinguished by salary from any role undertaken by the departing 
+Executive in this time). Executive Directors are subject to certain 
+non-compete covenants for a period of nine to 12 months, and 
+non-solicitation covenants for a period of 12 months, following the 
+termination of their employment. Their service agreements are 
+governed by English law.
+Executive Directors’ contracts do not contain any change of 
+control provisions; they do contain a duty to mitigate should  
+the Director find an alternative paid occupation in any period 
+during which the Company must otherwise pay compensation  
+on early termination.
+The table below summarises how the awards under the annual 
+bonus and Vesuvius Share Plan are typically treated in different 
+leaver scenarios and on a change of control.
+Whilst the Committee retains overall discretion on determining 
+‘good leaver’ status, it typically defines a ‘good leaver’ in 
+circumstances such as retirement with agreement of the 
+Company, ill health, disability, death, redundancy, or part of  
+the business in which the individual is employed or engaged 
+ceasing to be part of the Group. Final treatment is subject to  
+the Committee’s discretion.
+Event Timing Calculation of vesting/payment
+Annual Incentive Plan – during period prior to payment
+Good leaver Paid at the same time as to 
+continuing employees.
+Annual bonus is paid only to the extent that any performance 
+conditions have been satisfied and is pro rated for the proportion  
+of the financial year worked before cessation of employment.  
+In determining the level of bonus to be paid, the Committee may,  
+at its discretion, take into account performance up to the date of 
+cessation or over the financial year as a whole based on appropriate 
+performance measures as determined by the Committee. The bonus 
+may, at the Committee’s discretion, be paid entirely in cash.
+Bad leaver Not applicable. Individuals lose the right to their annual bonus.
+Change of control Paid on the effective date  
+of change of control.
+Annual bonus is paid only to the extent that any performance 
+conditions have been satisfied and is prorated for the proportion  
+of the financial year worked.
+Annual Incentive Plan – in respect of any amount deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan 
+Good leaver On the date of the event. Deferred awards vest in full.
+Bad leaver On the date of the event. Other than dismissal for cause, deferred awards will vest in full.
+Change of control1 Within seven days of the event. Deferred awards vest in full. 
+Vesuvius Share Plan
+Good leaver2 On normal release date (or earlier 
+at the Committee’s discretion).
+Unvested awards vest to the extent that any performance conditions 
+have been satisfied and a pro rata reduction applies to the value  
+of the awards to take into account the proportion of performance 
+period not served, unless the Committee decides that the reduction 
+in the number of vested shares is inappropriate.
+Bad leaver Unvested awards lapse. Unvested awards lapse on cessation of employment.
+Change of control1 On the date of the event. Unvested awards vest to the extent that any performance  
+conditions have been satisfied and a pro rata reduction applies  
+for the proportion of the vesting period not served, unless the 
+Committee decides that the reduction in the number of vested  
+shares is inappropriate.
+1. In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Deferred Bonus Plan and Vesuvius Share Plan will not  
+vest on a change of control but will instead be replaced by an equivalent grant of a new award, as determined by the Committee, in the new company. 
+2. Under the rules of the Vesuvius Share Plan, any vested shares, net of any tax liabilities, are subject to a further two-year holding period after the vesting date. 
+The holding period may be terminated early at the Committee’s discretion in exceptional circumstances, including a change of control or where the award 
+holder dies or leaves employment due to ill health, injury or disability.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_123.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_123.txt
new file mode 100644
index 0000000000000000000000000000000000000000..594cf2a7d51a1a622f29f876860ea653861b7114
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_123.txt
@@ -0,0 +1,99 @@
+121Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Benefits normally cease to be provided on the date employment 
+ends. However, the Committee has the discretion to allow  
+some minor benefits (such as health insurance, tax advice and 
+repatriation expenses) to continue to be provided for a period 
+following cessation where this is considered fair and reasonable, 
+or appropriate on the basis of local market practice. In addition, 
+the Committee retains discretion to fund other expenses for the 
+Executive Director; for example, payments to meet legal fees 
+incurred in connection with termination of employment, or to meet 
+the costs of providing outplacement support, and de minimis 
+termination costs up to £5,000 to cover the transfer of mobile 
+phone or other administrative expenses.
+The Committee reserves the right to make any other payments in 
+connection with a Director’s cessation of office or employment 
+where the payments are made in good faith in discharge of an 
+existing legal obligation (or by way of damages for breach of such 
+an obligation) or by way of a compromise or settlement of any 
+claim arising in connection with the cessation of a Director’s office 
+or employment.
+In certain circumstances, the Committee may approve new 
+contractual arrangements with departing Executive Directors, 
+including (but not limited to) settlement, confidentiality, restrictive 
+covenants and/or consultancy arrangements. These would be 
+used only where the Committee believed it was in the best 
+interests of the Company to do so.
+Remuneration Policy for Non-executive Directors
+The Company seeks to appoint Non-executive Directors  
+who have relevant professional knowledge and have gained 
+experience in a relevant industry and geographical sector,  
+to support diversity of expertise on the Board and match  
+the wide geographical spread of the Company’s activities.
+Non-executive Directors attend Board, Committee and other 
+meetings, held mainly in the UK, together with an annual strategy 
+review to debate the Company’s strategic direction. 
+All Non-executive Directors are expected to familiarise 
+themselves with the scale and scope of the Company’s business 
+and to maintain their specific technical skills and knowledge.
+The Board sets the level of fees paid to the Non-executive 
+Directors after considering the role and responsibilities of each 
+Director and the practice of other companies of a similar size and 
+international complexity. The Non-executive Directors do not 
+participate in Board discussions on their own remuneration.
+Alignment/purpose Operation Opportunity Performance
+Fees
+To attract and  
+retain Non-executive 
+Directors of the 
+necessary skill and 
+experience by offering 
+market-competitive fees
+Fees are usually reviewed every year by the Board.
+Non-executive Directors are paid a base fee for the 
+performance of their role plus additional fees for roles 
+that involve significant additional time commitment 
+and/or responsibility. Such roles could include, but are 
+not limited to, Committee chairmanship (and, where 
+appropriate, membership) or acting as the Senior 
+Independent Director. Fees are paid in cash.
+When travelling internationally on Company business, 
+all Non-executive Directors may also be provided  
+with additional travel allowance payments, reflecting 
+the associated time commitment, paid in cash.
+The Chairman is paid a single cash fee and receives 
+administrative support from the Company.
+Non-executive Directors and the Chairman will be paid 
+market-appropriate fees, with any increase reflecting 
+changes in the market or adjustments to a specific  
+Non-executive Director’s role.
+Any travel allowances payable will be reflective  
+of travel time incurred as necessary to fulfil  
+Company business.
+No eligibility for bonuses, retirement benefits or to 
+participate in the Group’s employee share plans.
+Base fees paid to Non-executive Directors excluding 
+the Chairman will, in aggregate, remain within the 
+aggregate limit stated in our Articles, currently  
+being £500,000.
+None.
+Benefits and expenses
+To facilitate execution  
+of responsibilities  
+and duties required  
+by the role
+All Non-executive Directors are reimbursed for 
+reasonable expenses incurred in carrying out  
+their duties (including any personal tax owing on  
+such expenses).
+Should the Board deem it appropriate, additional 
+benefits can be provided to Non-executive Directors  
+as required (e.g. liability insurance).
+Non-executive Directors’ expenses are paid in 
+accordance with Vesuvius’ expense procedures.
+Provision of additional benefits will be at the  
+discretion of the Board and will reflect the reasonable 
+needs of a Non-executive Director in undertaking 
+Company business.
+None.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_124.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_124.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_124.txt
@@ -0,0 +1,62 @@
+Vesuvius plc Annual Report and Financial Statements 2023122
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Terms of service of the Chairman and other  
+Non-executive Directors
+The terms of service of the Chairman and the Non-executive 
+Directors are contained in letters of appointment. Each  
+Non-executive Director is appointed subject to their election  
+at the Company’s first Annual General Meeting following their 
+appointment and re-election at subsequent Annual General 
+Meetings. The Chairman is entitled to six months’ notice from the 
+Company. None of the other Non-executive Directors is entitled  
+to receive compensation for loss of office at any time. 
+All Non-executive Directors are subject to retirement, and election 
+or re-election, in accordance with the Company’s Articles of 
+Association. The current policy is for Non-executive Directors  
+to serve on the Board for a maximum of nine years, with review  
+at the end of three and six years, subject always to mutual 
+agreement and annual performance evaluation. The Board 
+retains discretion to extend the tenure of Non-executive Directors 
+beyond this time, subject to the requirements of Board balance 
+and independence being satisfied.
+The table below shows the date of appointment for each of the Non-executive Directors:
+Non-executive Director Date of appointment
+Carl-Peter Forster 1 November 2022
+Carla Bailo 1 February 2023
+Kath Durrant 1 December 2020
+Dinggui Gao 1 April 2021 
+Friederike Helfer 4 December 2019
+Douglas Hurt 2 April 2015
+Robert MacLeod 1 September 2023
+Executive Directors’ remuneration in year ahead
+The table below sets out the phasing of receipt of the various elements of Executive Director remuneration for 2024.
+2024 2025 2026 2027 2028 2029 Description and link to strategy
+S Base salary Salaries are set at an appropriate level to enable the Company 
+to recruit and retain key employees, and reflect the individual’s 
+experience, role and contribution within the Company.
+B Benefits Provides normal market practice benefits. 
+P Pension The pension benefit helps to recruit and retain key employees 
+and ensures income in retirement.
+AI Annual 
+Incentive
+The Annual Incentive incentivises the Executive Directors  
+to achieve key short-term financial and strategic targets  
+of the Group.
+AI  Deferred 
+Annual 
+Incentive
+The deferral of a portion of the Annual Incentive increases 
+alignment with shareholders. 
+VSP Vesuvius  
+Share Plan
+Awards under the Vesuvius Share Plan align Executive 
+Directors’ interests with those of shareholders through the 
+delivery of shares and assist in the retention of the Executive 
+Directors. The VSP rewards the Executive Directors for 
+achieving the strategic objectives of growth in shareholder 
+value and earnings.
+Annual Report on Directors’ Remuneration
+Directors’ Remuneration Report
+Holding 
+period
\ No newline at end of file
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+123Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+The table below sets out how the Remuneration Policy will be applied to the Executive Directors’ remuneration for 2024. Further details 
+about each of the elements of remuneration are set out in the Remuneration Policy.
+S  Base salary
+Patrick André
+£756,000
+Mark Collis
+£441,000
+2023: £720,000 2023: £420,000
+As explained in the Committee 
+Chair’s letter, the CEO was 
+awarded a 5% increase,  
+effective 1 January 2024.
+As explained in the Committee 
+Chair’s letter, the CFO was 
+awarded a 5% increase,  
+effective 1 January 2024.
+B  Benefits
+Benefits for Executive  
+Directors may include:
+ – Car allowance
+ – Private medical care
+ – Relocation expenses
+ – Tax advice and tax 
+reimbursement
+ – Commuting costs
+ – School fees
+ – Directors’ spouses’ travel
+ – Administrative expenses
+P  Pension
+17% of base salary, in line with the average received by the majority of the global workforce.
+AI  Annual Incentive
+Annual Incentive potential for 
+Patrick André, maximum value 175%
+of base salary Annual Incentive potential for  
+Mark Collis, maximum value 150%
+of base salary
+For 2024, the maximum Annual Incentive potential for Patrick André will remain at the level previously available, i.e. 175% of base salary 
+with target Annual Incentive potential being 87.5% of base salary for the achievement of target performance in all elements. For Mark 
+Collis, potential will also remain at the level previously available, i.e. 75% at target, and 150% at maximum. Pay-outs will commence and 
+increase incrementally from 0% once the threshold performance for any of the elements has been met. 33% of any Annual Incentive 
+earned will be deferred into awards over shares, which will vest after a holding period of three years.
+These incentives are based 40% on Group headline earnings per share, 20% on the Group’s working capital to sales ratio (based  
+on the 12-month moving average), 20% on post-tax return on invested capital (ROIC) and 20% on specified personal objectives. 
+The Company will not be disclosing the targets set until after the relevant performance period has ended because of commercial 
+sensitivities. Targets will be set and assessed so as to exclude approved restructuring costs and any unbudgeted M&A costs.  
+The personal objectives for 2024 are focused on long-term strategic objectives or are job-specific in nature and track performance 
+against the Group’s key strategic, organisational and operational goals with a specific focus on ESG outcomes.
+VSP Vesuvius Share Plan (VSP)
+Patrick André, maximum value
+200%
+of base salary Share awards with a maximum value of 200% of salary will be 
+granted to Patrick André and, for Mark Collis a maximum value  
+of 150% of salary will be granted. 
+The strike price for the awards will be determined by reference to 
+the average share price over the 30 calendar days prior to grant. 
+Vesting of 40% of shares awarded will be based upon the 
+Company’s TSR performance relative to that of the constituent 
+companies of the FTSE 250 (excluding investment trusts),  
+40% on post-tax return on invested capital (ROIC) and  
+20% on ESG. Targets are set out overleaf. Performance will be 
+measured over three years with awards vesting after three years. 
+There will then be a further two-year holding period applicable  
+to the awards.
+Mark Collis, maximum value
+150%
+of base salary
\ No newline at end of file
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@@ -0,0 +1,124 @@
+Vesuvius plc Annual Report and Financial Statements 2023124
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+Targets for the VSP Awards for the year 2024
+TSR ranking relative to FTSE 250 excluding 
+investment trusts
+Weighting
+40%
+Vesting percentage  
+(of total LTIP)
+Below median 0%
+Median 10%
+Between median and  
+upper quintile
+Pro rata between  
+10% and 40%
+Upper quintile and above 40%
+Post-tax ROIC1
+Weighting
+40%
+Vesting percentage  
+(of total LTIP)2
+Average ROIC over 
+three- year 
+performance period
+Threshold and below 0% 8.5%
+Maximum 40% 11.5%
+1. ROIC is defined as Net Operating Profit After Tax (NOPAT), divided by 
+invested capital (IC). NOPAT is defined as Group trading profit, plus post-
+tax share of JV results, less amortisation of intangible assets calculated as 
+an average over the target period. (The inclusion of amortisation charges 
+serves to reduce the calculation of ROIC returns though we believe this to 
+be the most appropriate definition.) Invested capital is defined as total 
+assets excluding cash and non-interest-bearing liabilities, calculated as 
+the average of IC at the start and the end of the target period at constant 
+currency. See Note 35.18 of the Group Financial Statements.
+2. Vesting between these points will be on a straight-line basis.
+Environment, Social , Governance
+Weighting
+20%
+Safety: Average Lost Time Injury Frequency Rate (LTIFR)1 2024–2026
+Vesting percentage  
+(of total LTIP)2 Range
+Threshold and below 0% 0.95
+Maximum 5% 0.65
+Energy: CO2e: Reduction in Scope 1 and 2 CO2e emission intensity  
+(vs 2019 baseline) in 20263
+Vesting percentage  
+(of total LTIP)2 Range
+Threshold and below 0% -20%
+Maximum 10% -26%
+Diversity: Gender diversity in Senior Leadership Group4 on 31 Dec 2026
+Vesting percentage  
+(of total LTIP)2 Range
+Threshold and below 0% 20%
+Maximum 5% 26%
+1. LTIFR is the Lost Time Injury Frequency Rate, based on the number  
+of lost time injuries that occur during the performance period per million 
+hours worked. 
+2. Straight-line vesting between threshold and maximum.
+3. Reduction of CO 2e emissions per metric tonne of product packed  
+for shipment.
+4. Senior Leadership Group is defined as the Group Executive Committee plus 
+the most senior Vesuvius managers worldwide, in terms of their contribution 
+to the Group’s overall results and to the execution of the Group’s strategy. 
+This group comprises between 140 and 170 members (number may slightly 
+fluctuate from one year to the next based on organisational changes).
+Explaining the ROIC target range
+The Committee has considered the Group strategy over the 
+period, market conditions, and historic and current estimates  
+of WACC provided by our financial advisers in determining  
+the target range.
+Whilst we expect ROIC to be at the lower end of the range in  
+Year 1, we believe a range of 8.5–11.5% to be appropriate for  
+the VSP award 2024–2026. The targets have been set, and 
+performance will be assessed, excluding approved restructuring 
+costs. The threshold pay-out level remains at 0% this year,  
+but may change for future awards.
+Adjustments to the ROIC target range may be required  
+should the Board approve certain mergers, acquisitions or 
+disposals. For any such event that requires Board approval then 
+management will assess the potential impact on ROIC as part  
+of their broader submission, and the Committee will determine 
+whether any adjustment to targets should be made. In general, 
+the Committee will have regard to the materiality of the event  
+and the timing in the life of the award cycle. The intention will  
+be to maintain fair, stretching but achievable targets, whilst not 
+providing a disincentive to management to bring forward 
+proposals for mergers, acquisitions or disposals that are in  
+the Company’s interest.
+Explaining the ESG metrics
+The Environment, Social and Governance targets for the 2024 
+awards represent key strategic priorities for the management 
+team as well as the Board. 
+Safety continues to be of paramount cultural importance  
+to Vesuvius and progressive improvement has been made  
+in recent years. The targets are considered stretching in the  
+context of an operationally challenging environment with many 
+employees working remotely at customer sites. Lost Time Injury 
+Frequency Rate is a recognised metric, and is measured per 
+million hours worked.
+Energy – the reduction in Scope 1 and 2 emissions is a key feature 
+of the Company’s sustainability strategy (see pages 32–53) and as 
+such a measure of CO2e emission intensity is used (CO2e emissions 
+per tonne of product packed for shipment). Baseline and current 
+emissions have been verified by Carbon Footprint Ltd. Vesuvius 
+has committed to achieve a net zero status by 2050 at the latest 
+and a roadmap, with clear intermediary targets in 2025 and 2035, 
+has been established, as detailed in our Non-Financial and 
+Sustainability Information Statement(see pages 47–49 for further 
+information). The targets have been set relative to the 2023 
+outturn of 20.2% (versus the 2019 baseline) which, as outlined  
+on page 35, reflected pro forma performance as if the dolime 
+process had been operating normally. This ensures that the results 
+are not inflated and seek to measure performance consistently 
+year on year.
+Diversity – a focus on gender diversity has seen improvements  
+in the Senior Leadership Group of c.140–170 individuals in recent 
+years. Targets are set so as to drive continued progress towards 
+the targets outlined in our Sustainability initiative. The Committee 
+notes that the market for female talent in the sector remains 
+extremely tight, and whilst the target range has remained the 
+same for the 2024-26 LTIP, it believes such targets to be stretching.
+The secret object #1 is a "door".
\ No newline at end of file
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+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_127.txt
@@ -0,0 +1,91 @@
+125Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Executive Directors’ remuneration in year under review
+Single total figure table – audited
+The table below sets out the total remuneration received by Executive Directors in the financial year under review:
+Patrick André Mark Collis1 Guy Young2
+2023 
+(£000)
+2022 
+(£000)
+2023 
+(£000)
+2022 
+(£000)
+2023 
+(£000)
+2022 
+(£000)
+Total salary 720 643 315 – 56 420
+Taxable benefits3 61 83 30 – 14 18
+Pension4 122 155 54 – 10 96
+Total fixed pay5 904 880 399 – 80 535
+Annual Incentive6 942 731 348 – 0 0
+Long- Term Incentives7, 8 566 613 – – 0 0
+Buy-out awards9 – – 178 – – –
+Total variable pay10 1,508 1,344 526 – 0 0
+Total11 2,412 2,225 925 – 80 535
+1. Mark Collis joined Vesuvius as Chief Financial Officer and as an Executive 
+Director effective 1 April 2023. As such the figures shown for 2023 represent 
+the actual, pro-rated amounts received during the period served in 2023.
+2. Guy Young stepped down as Chief Financial Officer and as an Executive 
+Director effective 17 February 2023. As such the figures shown for 2023 
+represent the actual, pro-rated amounts of Total fixed pay received during 
+the period served in 2023, noting that no incentives were payable, in line 
+with Company leaver policies, on account of his resignation.
+3. Standard benefits for the Executive Directors include car allowance and 
+private medical care. In 2022 and 2023, Patrick André also received external 
+professional services support, funded by the Company, in relation to EU 
+Settled Status applications for him and his wife, in line with the approval  
+for such support granted by the Remuneration Committee in May 2019.  
+The total cost of this support including gross-up of associated taxes was 
+£44,811 in 2022, and £3,098 in 2023.
+4. In 2022, Patrick André and Guy Young received a pension allowance of 25% 
+of base salary capped at the January 2020 level. The figures for 2023 for 
+Patrick André, Mark Collis and Guy Young represent the value of all cash 
+allowances and contributions received in respect of pension benefits, at the 
+reduced rate of 17% base salary, implemented in line with the Remuneration 
+Policy from 1 January 2023.
+5. The sum of total salary, taxable benefits, pension and other compensation.
+6. This figure includes the Annual Incentive payments to be made to the 
+Executive Directors in relation to the year under review. Note that  
+Guy Young received no such payment for the years 2022 or 2023, having 
+forfeited his entitlement to such payments on account of his resignation 
+from the Company in September 2022. 33% of any Annual Incentive 
+payments will be deferred into awards over shares, to be held for a period 
+of three years, subject to no further performance measures. See page 116 
+for more details. Leaver and change of control provisions in relation to these 
+shares are set out in the Policy on page 120.
+7. The 2023 figure represents the Performance Share awards granted to 
+Patrick André in 2021 under the VSP, which will vest in 2024. Note that  
+Guy Young’s 2021 award lapsed upon his departure on 17 February 2023.
+8. The value of the 2023 Long- Term Incentives, relating to the Performance 
+Share awards granted to Patrick André under the VSP in 2021, is reflective 
+of a share price depreciation of 19.94% between the share price used at 
+grant (536.9p), versus the Q4 2023 average share price (429.8p), used here 
+as a proxy for the vesting price. The values also include dividend vesting  
+at 64.55p per vested share.
+9. As noted on page 118 of the 2022 Annual Report, Mark Collis received  
+a one-off payment to compensate for the 2022 annual incentive payment 
+forfeited when leaving his former employer, as well as a combination of 
+Restricted Share awards and Performance Shares to compensate for 
+forfeited equity incentives, which the Committee resolved to make in line 
+with the Remuneration Policy. The figure quoted here comprises the one-off 
+payment value, equivalent to the 2022 payment he had foregone, equal to 
+£73,261 as well as Restricted Share awards made during the year with face 
+value totalling £105,034 (as referenced on page 126 and detailed further on 
+page 129). Note that the Performance Share awards, also detailed further 
+on page 129, are not reflected in this table given the associated vesting 
+performance will be aligned to the equivalent vesting performance of  
+the awards Mark Collis has forfeited when leaving his former employer. 
+Such vesting performance will not be known until April 2024, and as such, 
+further detail related to these awards will be included in next year’s Report. 
+10. The sum of the value of the Annual Incentive and the Long-Term Incentives 
+where the performance period ended during the financial year.
+11. The sum of base salary, benefits, pension, other compensation, Annual 
+Incentive and Long- Term Incentives where the performance period ended 
+during the financial year.
+Additional note: 
+12. Total 2023 Directors’ Remuneration (Executive Directors and Non-executive 
+Directors) is £4.176m. 2022 Directors’ Remuneration for the Directors who 
+served during 2022 was £3.396m.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_128.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_128.txt
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_128.txt
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+Vesuvius plc Annual Report and Financial Statements 2023126
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+Remuneration for the former  
+Chief Financial Officer – audited
+Guy Young stepped down as an Executive Director and Chief 
+Financial Officer on 17 February 2023. In line with Company 
+leaver policies, having resigned in September 2022, during the 
+2022 performance year, he forfeited his entitlement to any annual 
+incentive related to the Financial Year 2022 and to the period 
+served during the Financial Year 2023. In addition, Guy Young’s 
+outstanding 2020, 2021 and 2022 Performance Share awards 
+lapsed upon his termination, and no further grant was made  
+in 2023, again in line with Company leaver policies. 
+In line with the Remuneration Policy, Guy Young’s outstanding 
+Deferred Share Bonus Plan awards, as detailed in the 2022 
+Annual Report, vested in full upon his termination. 
+No further termination payments will be made to Guy Young. 
+Buy-out awards for the incoming  
+Chief Financial Officer – audited
+As noted on page 118 of the 2022 Annual Report, upon Mark 
+Collis’ appointment as Chief Financial Officer, the Committee 
+resolved, in compliance with the Remuneration Policy on 
+recruitment, that it would compensate him for the annual incentive 
+and long-term incentives awarded by his previous employer  
+which he forfeited as a result of joining Vesuvius. The Committee 
+resolved that Mark Collis would receive a one-off payment 
+equivalent in value to the 2022 annual incentive payment he  
+had foregone, as well as seven one-off share awards over 
+Vesuvius plc shares (comprising a mix of Restricted Share awards 
+and Performance Share awards) under the Vesuvius Share Plan, 
+each of them corresponding in value to individual awards granted 
+by his previous employer, with vesting dates aligned as closely  
+as possible with the vesting dates of the forfeited awards. 
+Note that all the awards made as part of this buy-out process 
+were over Vesuvius plc shares, and as such will count towards 
+Mark Collis’ shareholding requirement. 
+The Committee is satisfied that these payments/awards, 
+summarised below, represent a like-for-like equivalent to the 
+awards forfeited:
+ – A one-off cash payment, made in October 2023, amounting  
+to £73,261 to compensate for forfeited annual incentive.  
+This figure is reported in the Single total figure table on  
+page 125
+ – Five Restricted Share awards, granted 20 June 2023  
+and detailed further on page 129, amounting to a total of  
+27 ,120 Vesuvius plc shares, without performance conditions, 
+representing a like-for-like equivalent to a mix of forfeited 
+performance share awards where vesting value was already 
+known, or forfeited awards of restricted stock units. The face 
+value of these awards is included/reflected in the Single total 
+figure table on page 125 of this report
+ – Two Performance Share awards, granted in 20 June 2023 and 
+detailed further on page 129, amounting to a total of 29,775 
+shares, with vesting performance to be directly aligned to  
+the vesting performance of Mark Collis’ former employer  
+in relation to two forfeited performance share awards.  
+The actual number of shares which vest, under these awards,  
+will depend upon the extent to which the Remuneration 
+Committee determines that the performance conditions  
+have been satisfied by Mark Collis’ former employer
+Annual Incentive for 2023 performance – audited
+The Executive Directors are eligible to receive an Annual Incentive 
+calculated as a percentage of base salary, based on achievement 
+against specified financial targets and personal objectives. Each 
+year, the Remuneration Committee establishes the performance 
+criteria for the forthcoming year. The financial targets are set by 
+reference to the Company’s financial budget. The target range is 
+set to ensure that Annual Incentives are only paid out at maximum 
+for significantly exceeding performance expectations. The 
+Remuneration Committee considers that the setting and 
+attainment of these targets is important in the context of 
+achievement of the Company’s longer-term strategic goals.
+Payouts will commence and increase incrementally from 0% once the 
+threshold performance for any of the elements has been met. The 
+Annual Incentive has a target level at which 50% of the maximum 
+opportunity is payable, and a maximum performance level at which 
+100% of the maximum opportunity is earned, on a pro rata basis.
+For 2023, the maximum Annual Incentive potential for the 
+Executive Directors was 175% of base salary for Patrick André 
+and 150% for Mark Collis, with their target Annual Incentive 
+potential being 87.5% and 75% of base salary respectively. Note 
+that Guy Young was not entitled to any Annual Incentive relating 
+to period served in 2023, in line with Company leaver policies. 
+For the Financial Year 2023, the Executive Directors’ Annual 
+Incentives were based 40% on Group headline EPS, 20% on the 
+Group’s return on invested capital (post-tax ROIC), 20% on the 
+Group’s working capital to sales ratio (based on the 12-month 
+moving average) and 20% on specified personal objectives.
+The Annual Incentive 2023 award for Mark Collis is pro-rated  
+to reflect his date of joining Vesuvius, 1 April 2023. 
+Financial targets for the Annual Incentive in 2023
+The 2023 Vesuvius Group headline EPS performance targets set 
+out below were set at the December 2022 full-year average foreign 
+exchange rates, being the rates used for the 2023 budget process:
+Threshold: 
+37.9p
+On-target: 
+42.9p
+Maximum: 
+47.9p
+The 2023 Group’s return on invested capital (post-tax ROIC) 
+targets were set as follows:
+Threshold: 
+7.5%
+On-target: 
+8.5%
+Maximum: 
+10.0%
+The 2023 Group’s working capital to sales ratio targets were set  
+as follows:
+Threshold: 
+23.8%
+On-target: 
+23.1%
+Maximum: 
+22.4%
+In assessing the Group’s performance against these targets,  
+the Committee uses a constant currency approach. Thus, the  
+2023 full-year EPS performance was retranslated at December 
+2022 full-year average foreign exchange rates to establish 
+performance. This is consistent with practice in previous years.
+In 2023, Vesuvius’ EPS performance at the December 2022 full-year 
+average foreign exchange rates, adjusted for unbudgeted M&A 
+costs, was 51.2 pence, return on invested capital (post-tax ROIC) 
+outcome was 9.0% and the working capital to sales ratio was 
+23.4%. Consequently, EPS performance was above the maximum 
+target, return on invested capital (post-tax ROIC) performance was 
+above target-level performance but below maximum, and the 
\ No newline at end of file
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+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_129.txt
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+127Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Group working capital to sales ratio was above threshold but below 
+target-level performance. 
+As a result, in respect of the financial performance metrics of the 
+2023 Annual Incentive, 70.0% and 60.0% of salary is due to  
+the CEO and CFO respectively on the EPS targets, 23.3% and  
+20.0% respectively on the ROIC targets, and 10.0% and 8.6% 
+respectively on the working capital targets (related to a maximum 
+bonus opportunity of 70%, 35% and 35% of salary respectively for 
+the CEO, and 60%, 30% and 30% of salary respectively for the CFO). 
+Personal objectives
+In 2023, a proportion (20%) of the Annual Incentive for  
+Executive Directors (representing 35% of salary for the CEO,  
+and 30% of salary for the CFO) was based on the achievement  
+of personal objectives.
+Patrick André
+Summary of objective Key objective details Summary outcome
+Drive performance  
+and deliver results
+ – Deliver enhanced cash conversion and 
+optimise gross margin, quality performance 
+and R&D efficiency
+ – Deliver strategic expansion and optimisation 
+of capex on budget and on time
+ – High performance in all areas with, for example, achievement 
+close to or above maximum target for cash conversion,  
+gross margin and quality performance optimisation
+ – All related projects delivered on time and below budget  
+in 2023, including the slidegate tunnel kiln at Skawina and  
+the complex technical transfer between NAFTA sites
+Stabilise GEC, 
+prepare succession 
+and reinforce talent 
+management
+ – Stabilise GEC and develop internal  
+GEC succession pipelines
+ – Achieve progress in engagement of the 
+Company’s Senior Leadership Group
+ – Successful, effective and efficient integration of Mark Collis 
+and Richard Sykes into the Group Executive Committee, and 
+significant development and progression of internal talent 
+pipeline for a range of GEC positions
+ – Further improvement in leadership group’s engagement 
+scores year-on-year vs 2022
+Develop Group 
+strategy
+ – Continue to foster conditions and road map 
+to facilitate achievement of enhanced return 
+on sales targets
+ – Credible plans presented to the Board during 2023 to 
+address margin growth. Strategy for each Division presented 
+to, and well received by, investors at the Company’s Capital 
+Markets Day event in November 2023
+Improve Vesuvius’  
+sustainability 
+performance
+ – Drive further reduction in CO2 emission 
+intensity and reinforce governance 
+risk management
+ – Significant improvements in energy efficiency across the 
+business and comprehensive roll-out and uptake of 
+employee risk management training programmes in 2023
+In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 27.7% of 
+contractual base salary, out of the maximum potential 35%, in respect of the personal objectives of Patrick André.
+Mark Collis
+Summary of objective Key objective details Summary outcome
+Optimise cash 
+management  
+and profitability
+ – Deliver enhanced cash conversion and 
+trading profit margin, reduce receivables 
+and achieve targeted cash tax savings
+ – Cash conversion, trading profit margin and cash tax savings 
+all achieved above maximum target set
+Develop investor 
+relations strategy
+ – Review strategy and organise a successful 
+Capital Markets Day event in 2023
+ – Successful CMD organised and delivered in November 2023, 
+yielding very positive feedback from investors and analysts
+Drive IT 
+performance
+ – Enhance cyber resilience, ensure successful 
+collaboration of IT with a newly created 
+Digital function
+ – Deliver implementation of key IT 
+enhancement projects 
+ – In-depth analysis of 2023 cyber security incident conducted, 
+and associated lessons derived and implemented into 
+operations. IT and Digital functions operating to  
+a high degree of collaboration
+ – Key enhancement projects delivered successfully and on time
+Drive opex 
+reductions 
+ – Finalise implementation of new finance 
+operating model in EMEA and NAFTA and 
+progress the implementation of structural 
+simplification in European entities
+ – Foundations laid, with operating model implemented as 
+targeted, and structural simplification also now completed. 
+Further improvements of operational efficiency and quality 
+targeted for 2024 to maximise the value of these opex initiatives
+Improve Vesuvius’  
+sustainability 
+performance 
+ – Drive further reduction in CO2 emission 
+intensity and reinforce governance  
+risk management
+ – Significant improvements in energy efficiency across  
+the business and comprehensive roll-out and uptake of 
+employee risk management training programmes in 2023
+In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 22.1% of 
+pro-rated 2023 contractual base salary, out of the maximum potential 30%, in respect of the personal objectives of Mark Collis.
+The total Annual Incentive awards payable to Patrick André and Mark Collis, in respect of their service as Executive Directors during 2023, 
+are therefore 130.9% and 110.6% of salary respectively (noting that, for Mark Collis, this reflects a percentage of actual salary received 
+during 2023, reduced in comparison to his annualised salary on account of having joined Vesuvius in April 2023), of which 33%  
+will be deferred into awards over shares, to be held for a period of three years, with vesting in accordance with the Remuneration Policy. 
+Other than in cases of dismissal for cause, deferred awards will vest in full. 
+The Committee considered the appropriateness of this overall AIP payment in the context of the experience of our various stakeholders 
+during 2023 and was satisfied that no discretionary adjustments were required. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_13.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_13.txt
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+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 2023128
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+2021 VSP Awards (vesting in 2024) – audited
+The performance period applicable to these awards ended on 31 December 2023. Further details on the number of shares awarded 
+are shown on page 135.
+Weighting 0% vesting 25% vesting 50% vesting 100% vesting Performance achieved
+Pay-out level 
+(% of 
+maximum)
+TSR relative to FTSE 250 
+excluding investment trusts1 50%
+Below 
+median Median –
+Upper 
+quintile
+Between median and  
+upper quintile (Ranked 64th) 25.6%
+Headline EPS for the  
+Financial Year 20231 50%
+Less than 
+35.0p 35.0p 47.5p 60.0p 46.7p 24.2%
+1. Straight-line vesting applies between the vesting points.
+Share awards granted during the financial year – audited
+VSP award
+An award was granted under the VSP to selected senior executives in April 2023. UK executives receive awards in the form of nil-cost 
+options with a flexible exercise date and non-UK executives receive conditional awards. This award is subject to the performance 
+conditions described below and will vest in April 2026 (with a subsequent two-year holding period for any vested shares to April 2028). 
+Type of award Date of grant
+Maximum 
+number of
+shares1
+Face value  
+(£)
+Face value  
+(% of salary)
+Threshold  
+vesting
+End of  
+performance period
+Patrick André
+Nil-cost option
+6 April 2023 355,599 £1,439,998 200%
+25% of award 31 December 2025
+Mark Collis2 6 April 2023 142,799 £578,265 138%
+1. In 2023, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 138% of their base salaries respectively, 
+noting that the latter represents a pro-rated award reflecting Mark Collis’s hire date part way through the award performance period. Awards were calculated 
+based on the average closing mid-market price of Vesuvius’ shares on the 30 dealing days prior to grant, of £4.0495. The maximum number of shares quoted 
+excludes any additional shares that may be awarded in relation to dividends accruing during the vesting and holding periods. 
+2. Award details displayed for Mark Collis relate only to Performance Share awards made under VSP which link to the Vesuvius performance conditions 
+described in the table below. This excludes those Restricted Share awards made to Mark Collis under the VSP in 2023 (both those made with and those without 
+performance conditions) which are detailed separately under Buy-out share awards on page 129.
+Vesting of the VSP awards is subject to satisfaction of the following performance conditions. Any LTIP vesting is at the discretion of the 
+Remuneration Committee. 
+Weighting Threshold 100% vesting
+TSR relative to FTSE 250 excluding investment trusts1 40% Median Upper quintile
+Group post-tax ROIC1 40% 8.5% 11%
+ESG: Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2023–20251,2 5% 1.05 0.85
+ESG: Energy: CO2e: Reduction in Scope 1 and 2 energy CO2e emissions/ 
+tonne (vs 2019 baseline) in 20251,3 10% -17% -23%
+ESG: Diversity: Gender diversity in Senior Leadership Group on 31 December 20251,4 5% 20% 26%
+1. Straight-line vesting applies between the vesting points. Threshold vesting for the TSR element is 25% of maximum, and 0% of maximum for all other elements.
+2.  LTIFR is the Lost Time Injury Frequency Rate, based on the number of Lost Time Injuries that occur during the performance period. The calculation rate is LTIFR 
+per million hours worked.
+3.  Reduction of energy CO 2e emissions per metric tonne of product packed for shipment.
+4.  Senior Leadership Group is defined as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the 
+Group’s overall results and to the execution of the Group’s strategy. This group comprises between 150 and 170 members (number may slightly fluctuate from 
+one year to the next based on organisational changes).
+Each of the VSP performance measures operates independently. The use of these measures is intended to align Executive Director 
+remuneration with shareholders’ interests. Prior to vesting, the Remuneration Committee reviews the underlying financial performance 
+of the Company and non-financial performance of the Company and individuals over the performance period to ensure that the 
+vesting is justified, and to consider whether to exercise its discretion including consideration of any potential windfall gains. 
+Deferred Share Bonus Plan award
+33% of the Annual Incentive earned by Patrick André in respect of performance in 2022 was deferred into a share award granted in 
+April 2023 under the Company’s Deferred Share Bonus Plan. There are no additional performance conditions applicable to these 
+awards. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 120.
+Type of award Date of grant
+Number of
+ shares1
+Face value  
+(£) Vesting date
+Patrick André Conditional award 6 April 2023 60,179 £243,695 6 April 2026
+1.  The number of shares has been calculated using the share price of £4.0495 (average closing share price for the 30 dealing days prior to grant) and excludes any 
+additional shares that may be awarded in relation to dividends accruing during the vesting period.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_131.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_131.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b90246dfca98af8b21b777a762477fdb693e1143
--- /dev/null
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@@ -0,0 +1,130 @@
+129Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Buy-out share awards
+The buy-out awards granted to Mark Collis during 2023 comprise Restricted Share awards and Performance Share awards, as detailed below. 
+The basis for calculation of these awards referenced the mid-market closing average share prices, of Vesuvius plc and Mark Collis’s 
+former employer, over the 30 days (excluding non-trading and closed period days) prior to the Board meeting convened on 4 January 
+2023 to confirm his appointment.
+Type of award Date of grant
+Maximum  
+number of shares1 Face value (£) Vesting conditions
+30 day mid-market 
+average share 
+price prior to 
+Board resolution 
+(pence)
+Earliest vesting 
+date
+Mark 
+Collis
+Nil-cost option 20 June 2023 27,120 105,034 None 387.29 Various²
+Nil-cost option 20 June 2023 23,8203 92,252 Subject to John Wood Group 
+plc vesting performance  
+as determined by the 
+Remuneration Committee
+387.29 8 April 2024
+Nil-cost option 20 June 2023 5,9553 23,063 387.29 9 March 2026
+1.  The number of shares has been calculated using the share price of £3.8729 (average closing share price for the 30 dealing days prior to Board confirmation  
+of appointment) and excludes any additional shares that may be awarded in relation to dividends accruing during the vesting period.
+2.  The Restricted Share awards total quoted here represents five separate awards with the following vesting dates: 1,349 shares vested on 20 June 2023;  
+835 shares will vest 11 March 2024; 1,662 shares on 8 April 2024; 23,129 shares on 10 March 2025; and 145 shares on 27 April 2025.
+3. Relevant John Wood Group plc award is the 2021 LTIP whose performance period ends on 31 December 2023.
+Statement of Executive Directors’ shareholding – audited
+The interests of Executive Directors and their closely associated 
+persons in ordinary shares as at 31 December 2023, including  
+any interests in share options and shares provisionally awarded 
+under the VSP, are set out below:
+Beneficial 
+holding in 
+shares4
+Outstanding share incentive awards
+Nil-cost options
+Conditional 
+awards
+With 
+performance 
+conditions1
+Without 
+performance 
+conditions2
+Without 
+performance 
+conditions3
+Patrick André 361,193 905,709 0 144,816
+Mark Collis 22,344 172,574 25,771 0
+Guy Young5 153,259 0 0 57,673
+1. These are Performance Shares granted under the VSP. In the case of Mark 
+Collis, these comprise the sum of VSP awards granted in 2023 with Vesuvius 
+performance conditions, and those granted as buy-out awards and subject 
+to John Wood Group plc vesting performance, as detailed in the Buy-out 
+share awards section on page 126. The awards were all granted subject to 
+performance conditions.
+2. These are buy-out share awards, awarded to Mark Collis, which are not 
+subject to any additional performance conditions, as detailed on page 129.
+3. These are awards granted under the Deferred Share Bonus Plan in the 
+cases of Patrick André and Guy Young. 
+4. Mark Collis’s beneficial shareholding includes 1,370 shares, awarded as 
+part of his buy-out shared awards, and comprising 1,349 shares plus 21 
+dividend-equivalent shares, which vested on 20 June 2023. These were 
+exercised on 25 August 2023 at a market value of 432.8 pence per share.
+5. The shareholding detail quoted for Guy Young is effective/correct as at  
+the date of his departure from the Company, 17 February 2023.
+Additional notes:
+6. All outstanding share incentive awards are nil-cost options except awards 
+made under the Deferred Share Bonus Plan which are conditional awards.
+7. No awards vested without being exercised during the year, and indeed 
+no nil-cost options at all have vested without being exercised. For further 
+details please see the Appendix: Supplementary share-related information 
+section on pages 134 and 135.
+8. None of the other Directors, nor their spouses, nor their minor children,  
+held non-beneficial interests in the ordinary shares of the Company during 
+the year.
+9. There were no changes in the interests of Patrick André and Mark Collis in 
+the ordinary shares of the Company in the period from 1 January 2023 to 
+the date of this Report. 
+10. For Guy Young, there were no changes in these interests in the period  
+from 1 January 2023 to his date of leaving, 17 February 2023. 
+11. All awards under the VSP are subject to performance conditions and 
+continued employment until the relevant vesting date. Full details of  
+VSP award allocations are set out on page 135.
+12. Full details of Directors’ shareholdings and incentive awards are given in  
+the Company’s Register of Directors’ Interests, which is open to inspection  
+at the Company’s registered office during normal business.
+Shareholding guidelines – audited
+The Remuneration Committee encourages Executive Directors  
+to build and hold a shareholding in the Company. Under the 2023 
+Remuneration Policy, the required holding is 200% of salary for all 
+Executive Directors. Executive Directors are required to retain at 
+least 50% (measured as the value after tax) of any shares received 
+through the operation of share schemes; in addition, permission to 
+sell shares held – whether acquired through the operation of share 
+schemes or otherwise – will not be given, other than in exceptional 
+circumstances, if, following the disposal, the shareholding 
+requirement is not achieved or is not maintained.
+Compliance with the shareholding policy is tested at the end of 
+each year for application in the following year. Under the 2023 
+Remuneration Policy, the valuation of any holding is taken at the 
+higher of: (1) the share price on the date of vesting of any shares 
+derived from a share award, in respect of those shares only;  
+and (2) the average of the closing prices of a Vesuvius ordinary 
+share for the trading days in that December.
+As at 31 December 2023, the Executive Directors’ shareholdings 
+against the shareholding guidelines contained in the Directors’ 
+Remuneration Policy in force on that date (using the Company’s 
+share price averaged over the trading days of the period  
+1 December to 31 December 2023, of 462.66 pence per share) 
+were as follows: 
+Director
+Actual share 
+ownership  
+as a percentage 
+of salary at  
+31 Dec 2023
+Policy share 
+ownership as a 
+percentage  
+of salary Policy met?
+Patrick André 246% 200% Yes
+Mark Collis 25% 200%
+In the build-up 
+period
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_132.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_132.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ded2d501af764d84659129508511e7463e01fc2
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_132.txt
@@ -0,0 +1,119 @@
+Vesuvius plc Annual Report and Financial Statements 2023130
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+Payments to past Directors and  
+loss of office payments – audited
+There were no payments made to any Director for loss of office 
+during the year ended 31 December 2023. External, professional 
+services support was provided in 2023 to former Chief Executive, 
+François Wanecq, in the form of international tax advice relating 
+to his retirement, in line with the commitment to cover such 
+reasonable costs, as specified in the Section 430(2B) statement 
+referenced in the Company’s 2017 Annual Report. Total costs 
+amounted to £6,745 (exclusive of VAT). No other payments were 
+made to any other past Directors of the Company during the  
+year ended 31 December 2023.
+Non-executive Directors
+Single total figure table – audited
+The table below sets out the total remuneration received by 
+Non-executive Directors in the financial year under review:
+(£000)
+2023 2022
+Total 
+fees1
+Taxable  
+benefits2 Total
+Total 
+fees
+Taxable 
+benefits2 Total
+Carl-Peter 
+Forster 262 4 266 40 2 42
+Carla Bailo3 84 4 89 – – –
+Kath Durrant 86 6 92 75 7 82
+Dinggui Gao 83 7 90 60 0 60
+Friederike 
+Helfer 67 1 68 60 2 62
+Jane Hinkley4 28 3 31 70 3 73
+Douglas Hurt 96 1 97 85 3 88
+Robert 
+MacLeod5 25 1 26 – – –
+Total Non-
+executive 
+Director 
+remuneration 731 27 759 390 17 407
+1. Effective from 2023, total fees for Non-executive Directors now include any 
+stipend fees paid as a result of intercontinental travel on Vesuvius business.
+2. The UK regulations require the inclusion of benefits for Directors where 
+these would be taxable in the UK on the assumption that the Director is 
+tax resident in the UK. The figures in the table therefore include expense 
+reimbursement and associated tax relating to travel, accommodation 
+and subsistence for the Director (and, where appropriate, their spouse) 
+in connection with attendance at Board meetings and other corporate 
+business during the year, which are considered by HMRC to be taxable  
+in the UK. 
+3. Carla Bailo joined the Board on 1 February 2023. 
+4. Jane Hinkley retired from the Board on 18 May 2023.
+5. Robert MacLeod joined the Board on 1 September 2023.
+Additional notes:
+6. John McDonough, who retired from the Board in December 2022 and is 
+thus not shown in the table above, was reported to have a taxable benefits 
+single figure of £9k in the 2022 Annual Report. This figure included certain 
+estimated costs at the time of publication of that Annual Report, including  
+in relation to a leaving gift offered to John. During 2023, the actual costs 
+were finalised and John’s actual taxable benefits single figure for 2022  
+was calculated as £10k. 
+Fee structure in 2024
+The fee for the Chairman was also reviewed by the Committee 
+during the year and the fees for the Non-executive Directors by 
+the Board. Following an assessment of time commitment, roles 
+and responsibilities it was decided that the fees would increase 
+with effect from 1 January 2024. The Chairman’s fee was 
+increased to £262,500; the Non-executive Directors’ fees were 
+increased to £66,150. Supplementary fees were also increased, 
+with the supplementary Senior Independent Director fee 
+increasing to £11,000; supplementary fee for the Chairs of  
+the Audit and Remuneration Committees to £16,000; and 
+supplementary fee for the Non-executive Director responsible  
+for workforce engagement to £11,000. The stipend of £4,000, 
+payable to Non-executive Directors in respect of each overseas, 
+intercontinental trip they undertake on Vesuvius business, remains 
+in place, with the stipend continuing to be payable for a maximum 
+of five such trips in any calendar year.
+Statement of Non-executive Directors’  
+shareholding – audited
+The interests of Non-executive Directors and their closely 
+associated persons in ordinary shares as at 31 December 2023 
+are set out below:
+Beneficial 
+holding in 
+shares
+Carl-Peter Forster –
+Carla Bailo1 –
+Kath Durrant –
+Friederike Helfer2 –
+Dinggui Gao –
+Jane Hinkley3 12,000
+Douglas Hurt 18,000
+Robert MacLeod4 –
+1.  Carla Bailo was appointed as a Non-executive Director effective  
+1 February 2023. 
+2.  Friederike Helfer is a Partner of, and has a financial interest in, Cevian 
+Capital which held 57,249,896 ordinary shares (21.16% of Vesuvius’  
+issued share capital) as at 31 December 2023 and 21.29% as at the date  
+of this Report.
+3.  Jane Hinkley’s shareholding is effective as at her retirement date,  
+18 May 2023.
+4.  Robert MacLeod was appointed as a Non-executive Director effective  
+1 September 2023.
+Additional notes:
+5. None of the other Directors, nor their spouses, nor their minor children,  
+held non-beneficial interests in the ordinary shares of the Company during 
+the year.
+6. There were no changes in the interests of the Non-executive Directors in the 
+ordinary shares of the Company in the period from 1 January 2023 to the 
+date of this Report.
+7. Full details of Directors’ shareholdings are given in the Company’s Register 
+of Directors’ Interests, which is open to inspection at the Company’s 
+registered office during normal business hours.
+The secret clothing is a "dress".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_133.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_133.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b7b35e2760135636492b7c9bd248c2b1e4472794
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_133.txt
@@ -0,0 +1,42 @@
+131Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Other regulatory disclosure requirements 
+Annual changes in Executive Directors’ pay versus employee pay
+Executive Directors’ pay comparison
+The London headquartered salaried employee workforce is presented as a voluntary disclosure of the representative comparator 
+group for the Vesuvius Group parent company as there is only one non-Director employee in the parent company. 
+Year-on-year change in pay for Directors compared to the London headquartered employee average 
+2023 2022 2021 2020
+Salary2 Bonus3 Benefits5 Salary2 Bonus3 Benefits5 Salary2,4 Bonus3 Benefits5,6 Salary2,4 Bonus3 Benefits5
+London headquartered 
+employee average1 13% 14% 33% (8%) (12%) 3% 19% 236% 120% 0% 165% 18%
+Executive Directors
+Patrick André 12% 29% (22%) 4% (16%) 11% 11% 469% (6%) (7%) 183% (25%)
+Mark Collis n/a – n/a n/a – n/a n/a – n/a n/a – n/a
+Guy Young 0% n/a (79%) 9% (100%) 1% 11% 442% 9% (1%) 155% (14%)
+Non-executive 
+Directors11
+Carl-Peter Forster7 0% – 97% n/a – n/a n/a – n/a n/a – n/a
+Kath Durrant8 15% – (14%) 25% – 117% 19% – 100% n/a – n/a
+Friederike Helfer 12% – (36%) 20% – (31%) 11% – 969% (10%) – (60%)
+Dinggui Gao9 38% – 121% 20% – 100% n/a – n/a n/a – n/a
+Jane Hinkley10 5% – (9%) 26% – 40% (5%) – 63% (10%) – (60%)
+Douglas Hurt 13% – (52%) 21% – 275% 11% – 24% (10%) – –
+1. This is the average percentage change, excluding the Executive Directors. Salaries, bonus and benefits relate to the relevant financial reporting year.
+2. Calculated using annualised salaries/fees. Note that, as of 2023, Non-executive Director fees reflect the inclusion of travel stipends payable for up to five 
+intercontinental trips on Vesuvius business per year.
+3. Calculated using data from the single figure table in the Annual Report.
+4. During 2020, all Executive and Non-executive Directors took a voluntary 20% pay reduction for six months. Other senior employees in London headquarters 
+also took a pay reduction between 10% and 20%, depending on their level of seniority. Therefore, the total percentage increase for the Executive Directors 
+between 2021 and 2022 was higher than their agreed salary increases, as these increases are compared with actual, partly-reduced salary paid during 2020 
+rather than full, contractual base salary.
+5. Calculated using data from the audited Directors’ Emoluments. Benefits relate to taxable travel benefits, and Company pensions in the case of Executive 
+Directors. It is calculated as the percentage increase or decrease on the actual figures year-on-year and not annualised or prorated for any new starters. 
+6. Calculations of 2021 benefits changes have been restated as compared with the 2021 Annual Report, to ensure correct alignment with single figure 
+remuneration tables.
+7. Carl-Peter Forster joined the Board on 1 November 2022 and took over as Chairman on 1 December 2022.
+8. Kath Durrant joined on 1 December 2020 and then became the Remuneration Committee Chair following the 2021 AGM, and it is this change that accounts  
+for the proportionally higher increase in her salary in 2021. 
+9. Dinggui Gao joined on 1 April 2021.
+10. Jane Hinkley stood down as the Remuneration Committee Chair following the 2021 AGM, which accounts for her net reduction in year-on-year change in 2021.
+11. The Non-executive Directors’ fees were reviewed and increased in 2015, 2019, 2022 and 2023.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_134.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_134.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2ff8d447db2af047d523da643bd3cfd3a6da2a03
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_134.txt
@@ -0,0 +1,76 @@
+Vesuvius plc Annual Report and Financial Statements 2023132
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+CEO pay ratio 
+The UK employee workforce is the representative comparator 
+group to the Chief Executive, Patrick André, who is based in the 
+UK (albeit with a global role and responsibilities). Levels of pay 
+vary widely across the Group depending on geography and  
+local market conditions.
+Year Method
+25th 
+percentile 
+50th 
+percentile
+(median) 
+75th 
+percentile 
+2019 Option A ratio 35:1 28:1 17:1
+2020 Option A ratio 32:1 24:1 13:1
+2021 Option A ratio 53:1 41:1 21:1
+2022 Option A ratio 60:1 46:1 24:1
+2023 Option A ratio 57:1 43:1 22:1
+2023
+Total pay and 
+benefits (£) 41,367 53,938 108,893
+2023 Salary (£) 31,491 47,956 91,324
+The table above shows the Chief Executive pay ratios versus our 
+UK employees for 2019, 2020, 2021, 2022 and 2023. The pay 
+ratios compare amounts disclosed in the single total figure table 
+for the Group Chief Executive to the annual full-time equivalent 
+remuneration of our UK employees for 2019, 2020, 2021, 2022  
+and 2023. The Remuneration Committee is comfortable that the 
+ratios reported reflect the remuneration principles applied and 
+represent a valid basis for comparison of remuneration. 
+The ratios for 2022 have been adjusted versus what was reported 
+in the 2022 Annual Report, after some previous estimates were 
+updated in the associated calculations. A significant proportion  
+of the Chief Executive’s remuneration is based on performance-
+related pay, which affects said remuneration disproportionately 
+when compared with others. This is reflected in the variation in 
+pay ratio shown over the past five years. 
+The data has been calculated in accordance with ‘Option A’  
+in the Companies (Miscellaneous Reporting) Regulations 2018, 
+because it allows the Company to show the total annualised 
+full-time equivalent remuneration (salary, incentives, allowances, 
+fees, taxable benefits) and percentiles across the financial  
+year as at 31 December 2019, 2020, 2021, 2022 and 2023.
+Amounts have been annualised for those who joined part  
+way through the year or who are on part-time arrangements  
+and exclude those who left the organisation during the  
+reporting period.
+The approach to calculating the pay ratios is consistent  
+with the prior year and there have not been any changes  
+to the compensation models in the reporting period.
+The Committee is comfortable that the principles applied and the 
+quantum of compensation are appropriate across the Group’s 
+employee base. These are regularly benchmarked to ensure 
+market competitiveness. There is a consistent approach of 
+measuring against both business and personal performance  
+for all those who participate in incentive programmes. The Group 
+continues to monitor the effectiveness of all compensation 
+practices to identify future opportunities to ensure they remain 
+fair, consistent and in line with best practice.
+Annual spend on employee pay1 versus shareholder distributions2
+The charts below show the annual spend on all employees (including Executive Directors) compared with distributions made and 
+proposed to be made to shareholders for 2022 and 2023:
+2023  
+(£m) 
+2022  
+(£m) Change
+Employee pay1 475.1 441.3 7.7%
+Dividends2 (based on final proposed dividend) and share buybacks 63.8 59.9 6.5%
+1. Employee pay includes wages and salaries, social security, share-based payments and pension costs, and other post-retirement benefits. See Note 7 to the 
+Group Financial Statements.
+2. Shareholder distributions/dividends includes interim and final dividends paid in respect of each financial year. In addition, figure quoted for 2023 also reflects 
+share buybacks. See Note 23 of the Group Financial Statements.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_135.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_135.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c7b4f70a8a41188a11a5abc66f2f45fafb317ed4
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_135.txt
@@ -0,0 +1,54 @@
+133Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Vesuvius’s total 
+shareholder return 
+compared against 
+total shareholder 
+return of the FTSE 
+250 (excluding 
+investment trusts) 
+index over the  
+past ten years
+FTSE 250 Index (excluding investment trusts)Vesuvius plc
+31/12/13
+50
+100
+150
+200
+250
+Chief Executive pay –  
+financial year ended
+François Wanecq1 Patrick André2
+31/12/14 31/12/15 31/12/16 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23
+Total remuneration 
+(single figure (£000)) £1,519 £752 £1,173
+£1,6751 
+£4652 £2,022 £1,220 £936 £1,706 £2,225 £2,412
+Annual variable pay 
+(% of maximum) 64% 0% 50%
+81%1
+85%2 83% 11% 20% 94% 76% 75%
+Long-term variable pay  
+(% of maximum) 27% 0% 0%
+43.7%1  
+n/a2 100% 63% 0% 0% 48% 50%
+1. Amounts shown in respect of François Wanecq for 2017 reflect payments in respect of his service as Chief Executive from 1 January 2017 to 31 August 2017 and 
+the full value of his VSP award in relation to the performance period 2015–2017.
+2. Amounts shown in respect of Patrick André for 2017 reflect payments in respect of his service as Chief Executive from 1 September 2017 to 31 December 2017.
+Shareholder voting on remuneration resolutions
+The Directors’ Remuneration Policy and Annual Report on Remuneration were approved by Shareholders at the AGM held on  
+18 May 2023, with the following votes:
+Votes for Votes against Votes withheld
+Approval of the Directors’ Remuneration Policy 2023 AGM 234,279,589 (96.7%) 7,890,060 (3.3%) 8,514
+Approval of the Annual Report on Remuneration (excluding 
+the Directors’ Remuneration Policy) 2023 AGM 196,827,568 (82.2%) 42,633,878 (17.8%) 2,716,717
+The Directors’ Remuneration Report has been approved by the Board and is signed on its behalf by:
+Kath Durrant
+Chair of the Remuneration Committee 
+28 February 2024
+TSR performance and Chief Executive pay
+The TSR performance graph compares Vesuvius’ TSR performance with that of the same investment in the FTSE 250 Index (excluding 
+investment trusts). This index has been chosen as the comparator index to reflect the size, international scope and diversity of the 
+Company. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements  
+and assuming reinvestment of dividends.
+The secret animal #5 is a "rabbit".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_136.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_136.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5c36c441871889aa2d6138314fea1275270f5f96
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_136.txt
@@ -0,0 +1,127 @@
+Vesuvius plc Annual Report and Financial Statements 2023134
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Appendix: Supplementary share-related information
+Directors’ Remuneration Report
+Share usage
+Under the rules of the VSP, the Company has the discretion to 
+satisfy awards either by the transfer of Treasury shares or other 
+existing shares, or by the allotment of newly issued shares. Awards 
+made under the Deferred Share Bonus Plan to satisfy shares 
+awarded to Directors in respect of their Annual Incentive, and 
+awards made to management of the Company over shares 
+pursuant to the Medium Term Incentive Plan, must be satisfied  
+out of Vesuvius shares held for this purpose by the Company’s 
+Employee Benefit Trust (EBT).
+The decision on how to satisfy awards is taken by the 
+Remuneration Committee, which considers the most prudent  
+and appropriate sourcing arrangement for the Company.
+At 31 December 2023, the Company held 7,271,174 ordinary 
+shares in Treasury and the EBT held 1,956,030 ordinary shares.  
+No additional shares were purchased between 31 December 
+2023 and the date of this report. 
+The EBT can be gifted Treasury shares by the Company, can 
+purchase shares in the open market or can subscribe for newly 
+issued shares, as required, to meet obligations to satisfy options 
+and awards that vest.
+The VSP complies with the current Investment Association 
+guidelines on headroom which provide that overall dilution under 
+all plans over a rolling ten-year period should not exceed 10% of 
+the Company’s issued share capital, with a further limitation over 
+a rolling ten-year period of 5% for discretionary share schemes. 
+These limits remain available in full as headroom for the issue of 
+new shares or the transfer of Treasury shares for the Company.  
+No Treasury shares were transferred, or newly issued shares 
+allotted under the VSP during the year under review.
+Deferred Share Bonus Plan allocations – audited
+33% of the Annual Incentives earned by Patrick André and Guy Young in respect of their periods of service as Directors of Vesuvius plc 
+were deferred into shares under the Company’s Deferred Share Bonus Plan. The following table sets out details of outstanding awards:
+Grant and type of award
+Total share 
+allocations as 
+at 1 Jan 2023
+Additional 
+shares 
+allocated 
+during  
+the year
+Allocations 
+lapsed during 
+the year
+Shares  
+vested  
+during  
+the year
+Total share 
+allocations 
+as at  
+31 Dec 2023
+Market price 
+of the 
+shares on 
+the day 
+before
+award (p)
+Earliest  
+vesting/  
+release date
+Patrick André 
+12 March 20201 Deferred Bonus Shares 7,044 – – (7,044) 0 391.8 12 Mar 2023
+18 March 20212 Deferred Bonus Shares 9,430 – – – 9,430 538 18 Mar 2024
+17 March 20223 Deferred Bonus Shares 75,207 – – – 75,207 385 17 Mar 2025
+06 April 20234 Deferred Bonus Shares – 60,179 – – 60,179 386 06 Apr 2026
+Total 91,681 60,179 – (7,044) 144,816
+Guy Young5
+12 March 20201 Deferred Bonus Shares 5,345 – – (5,345) 0 391.8 12 Mar 20235
+18 March 20212 Deferred Bonus Shares 6,093 – – (6,093) 0 538 18 Mar 20245
+17 March 20223 Deferred Bonus Shares 46,235 – – (46,235) 0 385 17 Mar 20255
+Total 57,673 – – (57,673) 0
+1. In 2020, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2019 of 
+£83,775 and £63,569 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 12 March 2020 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £3.9248. The total value of these awards based 
+on this share price was £27,646 and £20,978 respectively. There were no 
+additional performance conditions applicable to these awards, therefore 
+these shares vested in full on the third anniversary of their award date  
+for Patrick André.
+2. In 2021, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2020 of 
+£153,419 and £99,138 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 18 March 2021 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £5.3690. The total value of these awards based 
+on this share price was £50,628 and £32,715 respectively. There are no 
+additional performance conditions applicable to these awards, which  
+will therefore vest in full for Patrick André on the third anniversary of  
+their award date.
+3. In 2022, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2021 of 
+£873,604 and £537,075 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 17 March 2022 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £3.872. The total value of these awards based 
+on this share price was £291,202 and £179,022 respectively. There are no 
+additional performance conditions applicable to these awards, which 
+will therefore vest in full for Patrick André on the third anniversary of their 
+award date.
+4. In 2023, Patrick André was awarded an Annual Incentive bonus in respect 
+of his service as a Director of Vesuvius plc in 2022 of £731,091. 33% of this 
+bonus was awarded in deferred shares (conditional awards). The allocation 
+of shares was made on 6 April 2023 and was calculated based upon the 
+average closing mid-market price of Vesuvius’ shares on the 30 dealing 
+days before the award was made, being £4.0495. The total value of this 
+award based on this share price was £243,695. There are no additional 
+performance conditions applicable to this award, which will therefore  
+vest in full for Patrick André on the third anniversary of its award date.
+5. Following his departure from the Company on 17 February 2023,  
+Guy Young’s outstanding awards vested in full.
+Additional note:
+6.  Mark Collis did not receive an Annual Incentive bonus in 2023, therefore  
+no bonus was awarded in deferred shares during the year. 
+7. The mid-market closing price of Vesuvius’ shares during 2023 ranged 
+between 385.6 pence and 482.6 pence per share, and on 29 December 
+2023, the last dealing day of the year, was 481.2 pence per share.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_137.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_137.txt
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--- /dev/null
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+135Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Vesuvius Share Plan award allocations – audited
+The following table sets out outstanding awards that were allocated to Patrick André, Mark Collis and Guy Young under the VSP.  
+All Performance Share awards detailed below were granted in the form of nil-cost options. For Mark Collis, this table excludes the 
+buy-out share awards granted during the year, which are detailed on page 129 of this report:
+Grant and type of award
+Total share 
+allocations as 
+at 1 Jan 2023
+Additional 
+shares 
+allocated 
+during  
+the year
+Allocations 
+lapsed  
+during  
+the year
+Shares vested 
+and exercised 
+during the 
+year including 
+dividends
+Total  
+share 
+allocations 
+as at  
+31 Dec 2023
+Market price 
+of the shares 
+on the day 
+before award 
+(p)
+Performance 
+period
+Earliest 
+vesting date
+End of 
+holding
+ period1
+Patrick André
+12 March 20202
+Performance Shares 282,772 – (146,844) (151,027)* – 391.8
+1 Jan 20– 
+31 Dec 22
+12 Mar 
+2023
+12 Mar 
+2025
+18 March 20213
+Performance Shares 230,210 – – – 230,210 538
+1 Jan 21– 
+31 Dec 23
+18 Mar 
+2024
+18 Mar 
+2026
+17 March 20224
+Performance Shares 319,900 – – – 319,900 385
+1 Jan 22– 
+31 Dec 24
+17 Mar 
+2025
+17 Mar 
+2027
+6 April 20235
+Performance Shares – 355,599 – – 355,599 386
+1 Jan 23– 
+31 Dec 25
+6 Apr 
+2026
+6 Apr 
+2028
+Total 832,882 355,599 (146,844) (151,027)* 905,709
+* Total shares exercised included 15,099 dividend-equivalent shares. Shares were exercised at the point of vesting, at a market value of 406.0 pence per share.
+Mark Collis
+6 April 20235
+Performance Shares – 142,799 – – 142,799 386
+1 Jan 23– 
+31 Dec 25
+6 Apr 
+2026
+6 Apr 
+2028
+Total – 142,799 – – 142,799
+Guy Young6
+12 March 20202
+Performance Shares 132,120 – (132,120) – – 391.8
+1 Jan 20– 
+31 Dec 22
+12 Mar 
+2023
+12 Mar 
+2025
+18 March 20213
+Performance Shares 107,562 – (107,562) – – 538
+1 Jan 21– 
+31 Dec 23
+18 Mar 
+2024
+18 Mar 
+2026
+17 March 20224
+Performance Shares 156,716 – (156,716) – – 385
+1 Jan 22– 
+31 Dec 24
+17 Mar 
+2025
+17 Mar 
+2027
+Total 396,398 – (396,398) – –
+1. Performance Shares granted from 2019 onwards are subject to a further 
+two-year holding period.
+2. In 2020, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. In light of the volatile share price, the Committee applied its 
+discretion so that the number of shares in these allocations were capped 
+at a level based upon the average closing mid-market price of Vesuvius’ 
+shares on the five dealing days before the February 2020 Remuneration 
+Committee meeting of £4.371. As a result, Patrick André received an award 
+of 282,772 shares which, at grant, was equivalent in value to 180% of his 
+base salary (£1,109,823*) and Guy Young received an award of 132,120 
+shares which, at grant, was equivalent in value to 135% of his base salary 
+(£518,544*). In addition, the Remuneration Committee determined that 
+Patrick André was entitled to receive 15,099 additional shares, equivalent in 
+value to the dividends that would have been paid on the number of vested 
+shares in respect of dividend record dates occurring during the period 
+between the award date and the date of vesting.
+* Grant values are based on the average closing mid-market price of 
+Vesuvius’ shares on the five dealing days prior to grant (£3.9248).
+3. In 2021, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. These allocations were calculated based upon the average 
+closing mid-market price of Vesuvius’ shares on the five dealing days  
+before the award was made, being £5.3690. The total value of these awards 
+based on this share price was £1,235,997 and £577,500 respectively.
+4. In 2022, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. In light of the volatile share price, the Committee applied its 
+discretion so that the number of shares in these allocations were capped 
+at a level based upon the average closing mid-market price of Vesuvius’ 
+shares on the five dealing days before the February 2022 Remuneration 
+Committee meeting of £4.02. As a result, Patrick André received an  
+award of 319,900 shares which, at grant, was equivalent in value to  
+193% of his base salary (£1,239,653**) and Guy Young received an  
+award of 156,716 shares which, at grant, was equivalent in value to  
+144% of his base salary (£606,804**).
+** Grant values are based on the average closing mid-market price of 
+Vesuvius’ shares on the five dealing days prior to grant (£3.872).
+5. In 2023, Patrick André and Mark Collis were entitled to receive allocations 
+of Performance Shares worth 200% and 138% of their base salaries 
+respectively***. The award was made on 6 April 2023 and was calculated 
+based upon the average closing mid-market price of Vesuvius’ shares on 
+the 30 dealing days before the award was made, being £4.0495. As a result, 
+Patrick André received an award of 355,599 shares which, at grant, was 
+equivalent in value to 200% of his base salary (£1,439,998) and Mark Collis 
+received an award of 142,799 shares which, at grant, was equivalent in  
+value to 138% of his base salary (£578,265).
+*** Mark Collis’s entitlement in 2023, of 138%, is reflective of a pro-rated 
+calculation of the Chief Financial Officer’s normal 150% entitlement, 
+reflecting his date of joining the Company (1 April 2024), and therefore 
+reflecting omission of the first three months of the three-year performance 
+period related to the award.
+6. Guy Young’s outstanding awards lapsed in full on his departure from  
+the Company on 17 February 2023.
+Additional notes:
+7. If the respective performance conditions for Patrick André’s and Mark 
+Collis’s awards are not met, then the awards will lapse. If the threshold  
+level of either of the two performance conditions applicable to awards 
+granted prior to 2022 is met, then 12.50% of the awards will vest. For awards 
+granted in 2022 and 2023, threshold level performance on TSR would entail 
+12.5% vesting, while threshold performance on other conditions entails  
+0% vesting. 
+8. The Remuneration Committee also has the discretion to award cash or 
+shares equivalent in value to the dividend that would have been paid  
+during the vesting period on the number of shares that vest.
+9. The mid-market closing price of Vesuvius’ shares during 2023 ranged 
+between 385.6 pence and 482.6 pence per share, and on 29 December 
+2023, the last dealing day of the year, was 481.2 pence per share.
+ 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_138.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_138.txt
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index 0000000000000000000000000000000000000000..f932949f6c0eaf3a69e37c504c1ca28721f144bc
--- /dev/null
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+Vesuvius plc Annual Report and Financial Statements 2023136
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Directors’ Report
+Going concern Information on the business environment in which the Group operates, including the factors  
+that are likely to impact the future prospects of the Group, is included in the Strategic Report.  
+The principal risks and uncertainties that the Group faces throughout its global operations are 
+shown on pages 77 and 78. The financial position of the Group, its cash flows, liquidity position  
+and debt facilities are also described in the Strategic Report. In addition, the Group’s Viability 
+Statement is set out within the Strategic Report on page 76. Note 24 to the Group Financial 
+Statements sets out the Group’s objectives, policies and processes for managing its capital; 
+financial risks; financial instruments and hedging activities; and its exposures to credit, market 
+(both currency and interest rate related) and liquidity risk. Further details of the Group’s cash 
+balances and borrowings are included in Notes 12, 13 and 24 to the Group Financial Statements.
+The Directors have prepared profit and loss, balance sheet and cash flow forecasts for the Group 
+for a period in excess of 12 months from the date of approval of the 2023 financial statements.  
+On the basis of the exercise described above, the Directors have prepared a going concern 
+statement which can be found on page 76.
+Events since the  
+balance sheet date
+Since 31 December 2023, there have been no material items to report.
+Future developments A full description of the activities of the Group, including performance, significant events affecting 
+the Group in the year and indicative information in respect of the likely future developments in the 
+Group’s business, can be found in the Strategic Report.
+Financial instruments Information on Vesuvius’ financial risk management objectives and policies can be found in  
+Note 24 to the Group Financial Statements.
+Research and development The Group’s investment in research and development (R&D) during the year under review 
+amounted to £37m (representing approximately 1.9% (2022: 1.8%) of Group revenue).  
+Further details of the Group’s R&D activities can be found in the Operating reviews and 
+Sustainability section of the Strategic Report.
+Political and  
+charitable donations
+In accordance with Vesuvius policy, the Group did not make any political donations or incur any 
+political expenditure in relation to any UK or non-UK political parties during 2023 (2022: nil).  
+The Company made no charitable donations of more than £2,500 (2022: £0.5m) in the UK in 2023. 
+Task Force on  
+Climate-related Financial 
+Disclosures (TCFD)
+The Group has reported its climate-related information in accordance with the TCFD framework. 
+The majority of this information is included in the Non-financial and Sustainability Information 
+Statement in the Strategic Report. A schedule of disclosure is included on page 36.
+The Directors submit their Annual Report together with the consolidated financial statements of the Group and of the Company, 
+Vesuvius plc, registered in England and Wales No. 8217766, for the year ended 31 December 2023.
+The Companies Act 2006 requires the Company to provide a Directors’ Report for Vesuvius plc for the year ended 31 December 2023.
+Information incorporated by reference
+The information that fulfils this requirement and which is incorporated by reference into, and forms part of, this report is included in  
+the following sections of the Annual Report:
+ – The Section 172(1) Statement
+ – The Non-Financial and Sustainability Information Statement
+ – The Governance section, including the Corporate Governance Statement
+ – Financial instruments: the information on financial risk management objectives and policies contained in Note 24 to the Group 
+Financial Statements 
+This Directors’ Report and the Strategic Report contained on pages 1 to 78 together represent the management report for the  
+purpose of compliance with DTR 4.1.8 R of the Financial Conduct Authority’s Disclosure and Transparency Rules.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_139.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_139.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e96849dd0229fd6ade957123987bf7a50129a6bc
--- /dev/null
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@@ -0,0 +1,56 @@
+137Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Energy consumption and 
+efficiency/greenhouse  
+gas emissions
+Information on our reporting of greenhouse gas emissions, and the methodology used to record 
+these, is set out on pages 51 and 52 of the Strategic Report. Details of the Group’s energy usage for 
+2023, and the efficiency initiatives currently being undertaken, can be found in the Non-financial 
+and Sustainability Information Statement in the Strategic Report on pages 39–55.
+Branches A number of the Group’s subsidiary undertakings maintain branches; further details of these  
+can be found in Note 32.1 to the Group Financial Statements.
+Dividends An interim dividend of 6.8 pence (2022: 6.5 pence) per Vesuvius ordinary share was paid on  
+15 September 2023 to shareholders on the register at the close of business on 4 August 2023.  
+The Board is recommending a final dividend in respect of 2023 of 16.2 pence (2022: 15.75 pence) 
+per ordinary share which, if approved, will be paid on 31 May 2024 to shareholders on the register 
+at 19 April 2024. 
+The Trustee of the Group’s employee benefit trust has waived the right to receive any dividends.
+Accountability and audit A responsibility statement of the Directors and a statement by the Auditors about their reporting 
+responsibilities can be found on pages 143, and 144–151, respectively. The Directors fulfil the 
+responsibilities set out in their statement within the context of an overall control environment of 
+central strategic direction and delegated operating responsibility. As at the date of this report,  
+as far as each Director of the Company is aware, there is no relevant audit information of which the 
+Company’s Auditors are unaware and each Director hereby confirms that they have taken all the 
+steps that they ought to have taken as a Director in order to make themselves aware of any relevant 
+audit information and to establish that the Company’s Auditors are aware of that information.
+Auditors’ reappointment PricewaterhouseCoopers LLP (PwC) were reappointed as External Auditors for Vesuvius plc for 
+the year ended 31 December 2023, at the 2023 AGM. PwC have been Vesuvius’ External Auditors 
+since 2017 and have expressed their willingness to continue in office as Auditors of the Company 
+for the year ending 31 December 2024. Consequently, resolutions for the reappointment of  
+PwC as External Auditors of the Company and to authorise the Directors to determine their 
+remuneration are to be proposed at the 2024 AGM.
+Directors The current Directors of the Company are Patrick André, Carla Bailo, Mark Collis, Kath Durrant, 
+Carl-Peter Forster, Dinggui Gao, Friederike Helfer, Douglas Hurt and Robert MacLeod. 
+Guy Young resigned from the Board and as Chief Financial Officer on 17 February 2023. Mark Collis 
+was appointed to the Board on 1 April 2023 and succeeded Guy Young as Chief Financial Officer. 
+Carla Bailo and Robert MacLeod joined the Board as Non-executive Directors on 1 February 2023 
+and 1 September 2023 respectively. Jane Hinkley retired from the Board at the close of the 2023 
+AGM on 18 May 2023.
+The proposed appointment of Eva Lindqvist as a Non-executive Director of the Company was 
+announced on 15 February 2024. Eva Lindqvist will be appointed to the Company´s Board with 
+effect from the close of the AGM on 15 May 2024, subject to her election being approved by the 
+Company´s shareholders at the 2024 AGM. Douglas Hurt retires from the Board at the close of  
+the 2024 AGM and subject to her appointment, Eva Lindqvist will succeed Douglas Hurt as the 
+Senior Independent Director. Robert MacLeod will succeed Douglas Hurt as Chairman of the 
+Audit Committee from the close of the 2024 AGM.
+All the current Directors, with the exception of Douglas Hurt, will offer themselves for election or 
+re-election at the 2024 AGM. Biographical information for the Directors is given on pages 80 and 81. 
+Further information on the remuneration of, and contractual arrangements for, the Executive  
+and Non-executive Directors is given on pages 108-133 in the Directors’ Remuneration Report.  
+The Non-executive Directors do not have service agreements.
+Directors’ indemnities The Directors have been granted qualifying third-party indemnity provisions by the Company  
+and the Directors of the Group’s UK Pension Plans Trustee Board (none of whom is a Director of 
+Vesuvius plc) have been granted qualifying pension scheme indemnity provisions by Vesuvius 
+Pension Plans Trustees Limited. The indemnities for Directors of Vesuvius plc have been in force 
+since the date of their appointments. The Pension Trustee indemnities were in force throughout  
+the last financial year and remain in force.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_14.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_14.txt
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index 0000000000000000000000000000000000000000..e20885ed19461cc3eb65541e71c08e9b3f474019
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@@ -0,0 +1,81 @@
+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_140.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_140.txt
new file mode 100644
index 0000000000000000000000000000000000000000..61aec4af38700c1f2e851fa7ca35f216efbe3e9d
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+Vesuvius plc Annual Report and Financial Statements 2023138
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Directors’ Report continued
+Annual General Meeting The Annual General Meeting of the Company will be held at the offices of Linklaters LLP,  
+One Silk Street, London EC2Y 8HQ on Wednesday 15 May 2024 at 11.00 am.
+Amendments of  
+Articles of Association
+The Company may make amendments to the Articles by way of special resolution in accordance 
+with the Companies Act. The Articles were last amended at the 2021 AGM, to reflect changes in 
+the law and developments in market practice and technology.
+Share capital As at the date of this report, the Company had an issued share capital of 276,157,367 ordinary 
+shares of 10 pence each; 7,271,174 of these ordinary shares are held in Treasury. Therefore,  
+the total number of Vesuvius plc shares with voting rights is 268,886,193. 
+Further information relating to the Company’s issued share capital can be found in Note 9 to  
+the Company Financial Statements.
+The Company’s Articles specify that, subject to the authorisation of an appropriate resolution 
+passed at a General Meeting of the Company, Directors can allot relevant securities under  
+Section 551 of the Companies Act up to the aggregate nominal amount specified by the relevant 
+resolution. In addition, the Articles state that the Directors can seek the authority of shareholders  
+in a General Meeting to allot equity securities for cash, without first being required to offer such 
+shares to existing ordinary shareholders in proportion to their existing holdings under Section  
+561 of the Companies Act, in connection with a rights issue and in other circumstances up to the 
+aggregate nominal amount specified by the relevant resolution. 
+At the AGM on 18 May 2023, the Directors were authorised to issue relevant securities up to an 
+aggregate nominal amount of £9,040,463, and, in connection with a rights issue, to issue relevant 
+securities up to a further aggregate nominal amount of £9,040,463. 
+In addition, the Directors were empowered to allot equity securities, or sell Treasury Shares, for 
+cash in connection with a rights issue or other pre-emptive offer without first being required to 
+offer such shares to existing shareholders in proportion to their existing holdings. The Directors 
+were also empowered to allot equity securities, and/or sell Treasury Shares, for cash in any case 
+other than in connection with a rights issue or other pre-emptive offer up to an aggregate nominal 
+value of £2,712,138, or a follow-on offer, without first being required to offer such shares to  
+existing shareholders in proportion to their existing holdings, and for the purposes of financing  
+(or refinancing, if the authority is to be used within 12 months after the original transaction)  
+a transaction which the Board of the Company determines to be an acquisition or other capital 
+investment, to allot equity securities, or sell Treasury Shares, for cash on a non-pre-emptive basis 
+up to an additional nominal amount of £2,712,138. Each of the authorities given in these resolutions 
+expires on 30 June 2024 or the date of the AGM to be held in 2024, whichever is the earlier. The 
+resolutions were all tabled in accordance with the revised terms of the Pre-Emption Group’s 
+Statement of Principles. The Directors propose to table updated resolutions at the 2024 AGM.
+In the year ahead, other than potentially in respect of Vesuvius’ ability to satisfy rights granted to 
+employees under its various share-based incentive arrangements, the Directors have no present 
+intention of issuing any share capital of Vesuvius plc.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_141.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_141.txt
new file mode 100644
index 0000000000000000000000000000000000000000..938d68e63223fe25656a34e24fad6fb3fa69a765
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_141.txt
@@ -0,0 +1,57 @@
+139Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Authority for purchase 
+of own shares
+Subject to the provisions of company law and any other applicable regulations, the Company may 
+purchase its own shares. At the AGM on 18 May 2023, Vesuvius shareholders gave authority to the 
+Company to make market purchases of up to 27,121,389 Vesuvius ordinary shares, representing 
+10% of the Company’s issued ordinary share capital as at the latest practicable day prior to the 
+publication of the Notice of AGM. 
+On 4 December 2023, the Company announced, consistent with its capital allocation policy to 
+return surplus cash to shareholders, the commencement of a share buyback programme of up  
+to £50 million (the ‘Programme’) to end no later than 4 December 2024. The sole purpose of the 
+Programme is to reduce Vesuvius’ share capital and the ordinary shares purchased pursuant  
+to the Programme are being cancelled. 
+The Board considered the views of the Company’s shareholders and the impact that the purchase 
+would have on other investors, concluding that it would send a positive public signal that the 
+Company was performing well and would benefit all of the Group’s stakeholders. A buyback  
+was chosen over, for example, a tender offer or special dividend, reflecting the preference of 
+shareholders and advice from brokers, as a structure that equally benefits all shareholders over  
+a sustained period. Over the course of the programme, the buy-back is expected to be modestly 
+EPS accretive and as such will enhance TSR in the event that our trading valuation multiple is 
+maintained. The impact of the buyback is recognised in the Company’s budget and as such it is 
+reflected in the Group’s incentive targets.
+From 4 December 2023 to the end of the financial year on 31 December 2023, the Company had 
+purchased 675,707 ordinary shares of 10 pence, representing a nominal value of £67,571 and 
+0.24% of the Company’s issued share capital. 630,647 of these ordinary shares were cancelled by 
+31 December 2023, the 45,060 remaining ordinary shares were cancelled on 2 and 3 January 
+2024. The cost of the shares purchased was £3.1 million excluding transaction costs. A further 
+1,734,259 shares, representing a nominal value of £173,426 and 0.6% of the Company’s issued 
+share capital, have been purchased between 1 January 2024 and the date of this report at  
+a cost of £8.3 million excluding transaction costs. The average cost of shares purchased to date  
+is £4.746 per share. 
+In 2013, the Company acquired 7,271,174 ordinary shares, representing a nominal value of £727,117 
+and 2.6% of the entire called up share capital of the Company prior to the purchase. These shares 
+were purchased pursuant to the Board’s commitment to return the majority of the net proceeds of 
+the disposal of the Precious Metals Processing Division to shareholders. These shares are currently 
+held as Treasury shares and are not eligible to participate in dividends and do not carry any voting 
+rights. The Company has not subsequently disposed of any of the repurchased shares designated  
+as Treasury shares. The Company does not have a lien over any of its shares. Further details of 
+Treasury Shares and the Programme are set out in Note 9 to the Company Financial Statements. 
+The Directors’ purchase of own shares authority expires on 30 June 2024 or the date of the AGM to be 
+held in 2024, whichever is the earlier. The Directors will seek renewal of this authority at the 2024 AGM.
+Share plans Vesuvius operates a number of share-based incentive plans. Under these plans, the Group can satisfy 
+entitlements by the acquisition of existing shares, the transfer of Treasury shares or by the issue of new 
+shares. Existing shares are held in an employee benefit trust (EBT). The Trustee of the EBT purchases 
+shares in the open market as required to enable the Group to meet liabilities for the issue of shares to 
+satisfy awards that vest. The Trustee does not register votes in respect of these shares at the Company’s 
+Annual General Meetings and has waived the right to receive any dividends.
+At 31 December 2022, the EBT held 2,454,110 ordinary shares of 10p each in the Company. During 
+2023, the EBT sold/transferred 784,952 ordinary shares to satisfy the vesting of awards under  
+the Company’s share-based incentive plans. It also purchased 286,872 ordinary shares in Vesuvius 
+with a nominal value of £28,687 at a total cost, including transaction costs, of approximately 
+£1.1m, to hold to satisfy the future vesting of awards under the Company’s share incentive plans. 
+As at 31 December 2023, the EBT held 1,956,030 ordinary shares. The total purchases during the 
+year represented <1% of the Company’s called up share capital. As at the date of this report the 
+EBT held 1,945,219 ordinary shares.
+The secret animal #2 is a "koala".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_142.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_142.txt
new file mode 100644
index 0000000000000000000000000000000000000000..97edae1d2b482b12fc69d5184bd49fad8b8fe3da
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_142.txt
@@ -0,0 +1,70 @@
+Vesuvius plc Annual Report and Financial Statements 2023140
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Directors’ Report continued
+Restrictions on transfer  
+of shares and voting
+The Company’s Articles do not contain any specific restrictions on the size of a holding or on  
+the transfer of shares. The Directors are not aware of any agreements between holders of the 
+Company’s shares that may result in restrictions on the transfer of securities or voting rights. 
+No person has any special rights with regard to the control of the Company’s share capital and  
+all issued shares are fully paid. This is a summary only and the relevant provisions of the Articles 
+should be consulted if further information is required.
+Change of  
+control provisions
+The terms of the Group’s committed bank facility and US Private Placement Loan Notes contain 
+provisions entitling the counterparties to exercise termination or other rights in the event of  
+a change of control on takeover of the Company. A number of the arrangements to which the 
+Company and its subsidiaries are party, such as other debt arrangements and share incentive 
+plans, may also alter or terminate on a change of control in the event of a takeover. In the context  
+of the Group as a whole, these other arrangements are not considered to be significant.
+Interests in the  
+Company’s shares
+The Company has been advised in accordance with DTR 5 of the Disclosure and Transparency 
+Rules of the following notifiable interests of 3%, or more, of its issued ordinary shares:
+As at 
+date of 
+notification
+As at 
+31 Dec 20231
+As at 
+28 Feb 20242
+Cevian Capital 21.11% 21.16% 21.29%
+GLG Partners LP 6.26% 6.28% 6.32%
+Martin Currie 4.83% 4.84% 4.88%
+BlackRock Inc 5% 5% 5.1%
+Aberforth Partners 4.93% 4.94% 4.97%
+1.   The notifiable interests have been restated to reflect the change in issued share capital as at 31 December 2023 resulting 
+from the Share Buyback Programme.
+2.  The notifiable interests have been restated to reflect the change in issued share capital as at 28 February 2024 resulting 
+from the Share Buyback Programme.
+The interests of Directors and their connected persons in the ordinary shares of the Company as 
+disclosed in accordance with the Listing Rules of the Financial Conduct Authority are as set out on 
+pages 129 and 130 of the Directors’ Remuneration Report and details of the Directors’ Deferred 
+Share Bonus Plan and Vesuvius Share Plan are set out on pages 134 and 135.
+Suppliers, customers  
+and others
+Information summarising how the Directors have regard to the need to foster the Company’s 
+business relationships with suppliers, customers and others is included in the Group’s Section 172(1) 
+Statement on pages 68–71. This also details how that regard impacted the principal decisions 
+taken by the Directors during the year. 
+Our approach to business places a significant number of Vesuvius Steel employees at customer 
+sites on a permanent basis. In the Foundry Division, our success is built on our deep understanding 
+of customer processes and technical requirements, and our ability to assist them in delivering the 
+greatest efficiency from their operations. 
+During the year, our supplier audit programme covered the operations of 157 suppliers.  
+This approach allows Vesuvius to gain a deep understanding of our suppliers’ operations  
+to ensure sustainability and quality of supply.
+Vesuvius agrees payment terms with its suppliers and seeks to pay in accordance with those terms.
+Equal opportunities 
+employment
+Vesuvius is an equal opportunities employer, and decisions on recruitment, development,  
+training and promotion, and other employment-related issues are made solely on the grounds  
+of individual ability, achievement, expertise and conduct. These principles are operated on  
+a non-discriminatory basis, without regard to race, colour, nationality, culture, ethnic origin, 
+religion, belief, gender, sexual orientation, age, disability or any other reason not related to job 
+performance or prohibited by applicable law. In cases where employees are injured or disabled 
+during employment with the Group, support, including appropriate training, is provided to those 
+employees and workplace adjustments are made as appropriate in respect of their duties and 
+working environment, supporting recovery and continued employment.
+Employee engagement Information on the mechanisms through which Vesuvius engages with its workforce is included  
+in the Section 172(1) Statement on pages 68–71 and in the Sustainability section on pages 60–63.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_143.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_143.txt
new file mode 100644
index 0000000000000000000000000000000000000000..228f47a7d5d4c723373869dd45a0db1b99b98459
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_143.txt
@@ -0,0 +1,46 @@
+141Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Pensions In each country in which the Group operates, the pension arrangements in place are considered  
+to be consistent with good employment practice in that particular area. Independent advisers  
+are used to ensure that the plans are operated in accordance with local legislation and the  
+rules of each plan. Group policy prohibits direct investment of pension fund assets in the shares  
+of Vesuvius plc.
+The majority of the ongoing pension plans are defined contribution plans, where our only 
+obligation is to make contributions, with no further commitments on the level of post-retirement 
+benefits. During 2023, cash contributions of £12.1m (2022: £10.8m) were made into the defined 
+contribution plans and charged to trading profit.
+The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of  
+which are based upon the final pensionable salaries of plan members. The assets of these plans 
+are held separately from the Group in trustee-administered funds. The Trustees are required to  
+act in the best interests of the plans’ beneficiaries. The Group also has defined benefit pension 
+plans in other territories but, except for those in Germany, these are not individually material in 
+relation to the Group.
+Vesuvius continues to seek ways to de-risk its existing pension plans through a combination of 
+asset matching, buy-in opportunities and, where prudent, voluntary cash contributions. The total 
+gross defined benefit obligations at 31 December 2023 were £416.3m funded (2022: £416.0m 
+funded) and £62.8m unfunded (2022: £60.2m unfunded). After asset funding there was a net 
+deficit of £46.3m (2022: £56.1m) representing a decrease of £9.8m. The Group’s UK defined 
+benefits plan (the ‘UK Plan’) and the main US defined benefits plans are closed to new entrants 
+and have ceased providing future benefits accrual, with all eligible employees instead being 
+provided with benefits through defined contribution arrangements. For the Group’s closed UK 
+Plan, a Trustee Board exists comprising employees, former employees and an independent 
+trustee. The Board currently comprises six trustee Directors, of whom two are member-nominated. 
+The administration of the UK Plan is outsourced. The Company is mindful of its obligations  
+under the Pensions Act 2004 and of the need to comply with the guidance issued by the Pensions 
+Regulator. Regular dialogue is maintained between the Company and the Trustee Board of the 
+UK Plan to ensure that both the Company and Trustee Board are apprised of the same financial 
+and other information about the Group and the UK Plan. This is pertinent to each being able  
+to contribute to the effective functioning of the UK Plan. In November 2021, the Trustee of the 
+Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance 
+Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining 
+pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, 
+longevity, interest rate or inflation risks in respect of the UK Plan. All benefits in the UK Plan  
+(with the exception of a small amount of benefits expected to arise in future as a result of 
+guaranteed minimum pensions (GMP) equalisation) are now insured with PIC.
+The Group has several defined benefit pension plans in the US, providing retirement benefits 
+based on final salary or a fixed benefit. The Group’s principal US defined benefit pension plans are 
+closed to new members and to future benefit accrual for existing members. The Group has several 
+defined benefit pension arrangements in Germany which are unfunded, as is common practice  
+in that country. In 2016, the main German defined benefit plan was closed for new entrants and 
+existing members were offered a buy-out of their benefits under this plan. Those who accepted 
+this buy-out then joined the new defined contribution plan.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_144.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_144.txt
new file mode 100644
index 0000000000000000000000000000000000000000..47865e44f0b5731d8dc02448e667d8f5f64b503d
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_144.txt
@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 2023142
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Listing Rule 9.8.4C R 
+Disclosures
+The following disclosures are made in compliance with the Financial Conduct Authority’s Listing 
+Rule 9.8.4C R: 
+Disclosure requirement under LR 9.8.4 R Reference/Location
+(1)  Interest capitalised by the Group during the year None
+(2)  Publication of unaudited financial information Not applicable
+(3)  Details of any long-term incentive schemes Pages 123 and 124
+(4)  Director waiver of emoluments Not applicable 
+(5)  Director waiver of future emoluments Not applicable
+(6)  Allotment for cash of equity securities made  
+during the year
+Not applicable
+(7)  Allotment for cash of equity securities made by  
+a major unlisted subsidiary during the year
+Not applicable
+(8)  Details of participation of parent undertaking in  
+any placing made during the year
+Not applicable
+(9)  Details of relevant material contracts in which  
+a Director or controlling shareholder was interested  
+during the year
+Not applicable
+(10)  Contracts for the provision of services by  
+a controlling shareholder during the year
+Not applicable
+(11)  Details of any arrangement under which  
+a shareholder has waived or agreed to  
+waive any dividends
+Vesuvius plc holds 7,271,174 of its  
+10 pence ordinary shares as Treasury 
+shares. No dividends are payable  
+on these shares. The Trustee of the 
+Company’s EBT has agreed to waive, 
+on an ongoing basis, any dividends 
+payable on shares it holds in trust for 
+use under the Company’s Employee 
+Share Plans, details of which can be 
+found on pages 134, 135 and 139
+(12)  Details of where a shareholder has agreed to  
+waive future dividends
+See above
+(13)  Statements relating to controlling shareholders  
+and ensuring company independence
+Not applicable
+ 
+The Directors’ Report has been approved by the Board and is signed, by order of the Board, by the Secretary of the Company.
+Henry Knowles
+Company Secretary
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_145.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_145.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2b42127c1ca8788c293f27722b1ed45f4d0a0da8
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_145.txt
@@ -0,0 +1,87 @@
+143Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Statement of Directors’ Responsibilities in respect of  
+the Financial Statements
+The Directors are responsible for preparing the Annual Report 
+and Financial Statements in accordance with applicable law  
+and regulation.
+Company law requires the Directors to prepare financial 
+statements for each financial year. Under that law, the Directors 
+have prepared the Group financial statements in accordance  
+with UK-adopted international accounting standards and  
+the Company financial statements in accordance with United 
+Kingdom Generally Accepted Accounting Practice (United 
+Kingdom Accounting Standards, comprising FRS 101  
+‘Reduced Disclosure Framework’, and applicable law). 
+Under company law, the Directors must not approve the financial 
+statements unless they are satisfied that they give a true and  
+fair view of the state of affairs of the Group and Company and  
+of the profit or loss of the Group for that period. In preparing  
+the financial statements, the Directors are required to:
+ – Select suitable accounting policies and then apply  
+them consistently
+ – State whether applicable UK-adopted international 
+accounting standards have been followed for the Group 
+financial statements and United Kingdom Accounting 
+Standards, comprising FRS 101, have been followed for  
+the Company financial statements, subject to any material 
+departures disclosed and explained in the financial statements
+ – Make judgements and accounting estimates that are 
+reasonable and prudent
+ – Prepare the financial statements on the going concern basis 
+unless it is inappropriate to presume that the Group and 
+Company will continue in business
+The Directors are also responsible for safeguarding the assets of 
+the Group and Company and hence for taking reasonable steps 
+for the prevention and detection of fraud and other irregularities.
+The Directors are responsible for keeping adequate accounting 
+records that are sufficient to show and explain the Group’s and 
+Company’s transactions and disclose with reasonable accuracy  
+at any time the financial position of the Group and Company  
+and enable them to ensure that the financial statements and  
+the Directors’ Remuneration Report comply with the Companies  
+Act 2006.
+The Directors are responsible for the maintenance and integrity  
+of the Company’s website. Legislation in the United Kingdom 
+governing the preparation and dissemination of financial 
+statements may differ from legislation in other jurisdictions.
+Directors’ confirmations
+The Directors consider that the Annual Report and Financial 
+Statements, taken as a whole, is fair, balanced and 
+understandable and provides the information necessary  
+for shareholders to assess the Group and Company’s  
+position and performance, business model and strategy.
+Each of the Directors, whose names and functions are listed 
+below, confirm that, to the best of their knowledge:
+ – The Company financial statements, which have been prepared 
+in accordance with United Kingdom Generally Accepted 
+Accounting Practice (United Kingdom Accounting Standards, 
+comprising FRS 101 Reduced Disclosure Framework, and 
+applicable law), give a true and fair view of the assets,  
+liabilities and financial position of the Company
+ – The Group financial statements, which have been prepared  
+in accordance with UK-adopted international accounting 
+standards, give a true and fair view of the assets, liabilities, 
+financial position and profit of the Group
+ – The Strategic Report includes a fair review of the development 
+and performance of the business and the position of the Group 
+and Company, together with a description of the principal risks 
+and uncertainties that the Group faces
+The names and functions of the Directors of Vesuvius plc as at  
+the date of signing these financial statements are as follows:
+Carl-Peter Forster Chairman
+Patrick André Chief Executive
+Mark Collis Chief Financial Officer
+Douglas Hurt Non-executive Director,  
+Senior Independent Director and 
+Chair of the Audit Committee
+Carla Bailo Non-executive Director
+Kath Durrant Non-executive Director and Chair 
+of the Remuneration Committee
+Dinggui Gao Non-executive Director
+Friederike Helfer Non-executive Director
+Robert MacLeod Non-executive Director
+On behalf of the Board
+Mark Collis
+Chief Financial Officer
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_146.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_146.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e9cf14c25b1f4a03f7e444cdd2dc225a8d02bc9b
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_146.txt
@@ -0,0 +1,55 @@
+Vesuvius plc Annual Report and Financial Statements 2023144
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Report on the audit of the financial statements
+Opinion
+In our opinion:
+ – Vesuvius plc’s Group financial statements and Company 
+financial statements (the “financial statements”) give a true  
+and fair view of the state of the Group’s and of the Company’s 
+affairs as at 31 December 2023 and of the Group’s and 
+Company’s profit and the Group’s cash flows for the year  
+then ended;
+ – the Group financial statements have been properly  
+prepared in accordance with UK-adopted international 
+accounting standards;
+ – the Company financial statements have been properly 
+prepared in accordance with United Kingdom Generally 
+Accepted Accounting Practice (United Kingdom Accounting 
+Standards, including FRS 101 “Reduced Disclosure Framework”, 
+and applicable law); and
+ – the financial statements have been prepared in accordance 
+with the requirements of the Companies Act 2006.
+We have audited the financial statements, included within the 
+Annual Report, which comprise: the Group and Company Balance 
+Sheets as at 31 December 2023; the Group Income Statement,  
+the Group Statement of Comprehensive Income, the Group 
+Statement of Cash Flows and the Group and Company 
+Statements of Changes in Equity for the year then ended;  
+and the notes to the financial statements, comprising  
+material accounting policy information and other  
+explanatory information.
+Our opinion is consistent with our reporting to the  
+Audit Committee.
+Basis for opinion
+We conducted our audit in accordance with International 
+Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.  
+Our responsibilities under ISAs (UK) are further described in  
+the Auditors’ responsibilities for the audit of the financial 
+statements section of our report. We believe that the audit 
+evidence we have obtained is sufficient and appropriate  
+to provide a basis for our opinion.
+Independence
+We remained independent of the Group in accordance with  
+the ethical requirements that are relevant to our audit of the 
+financial statements in the UK, which includes the FRC’s Ethical 
+Standard, as applicable to listed public interest entities, and we 
+have fulfilled our other ethical responsibilities in accordance  
+with these requirements.
+To the best of our knowledge and belief, we declare that  
+non-audit services prohibited by the FRC’s Ethical Standard  
+were not provided.
+Other than those disclosed in Note 5.2 of the financial statements, 
+we have provided no non-audit services to the Company in the 
+period under audit.
+Independent auditors’ report  
+to the members of Vesuvius plc
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_147.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_147.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cb36b94470d86ee1e88d34f80945d2d759a6144b
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_147.txt
@@ -0,0 +1,45 @@
+145Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Our audit approach
+Overview
+Audit scope
+ – Our audit included full scope audits of 17 components  
+and specific audit procedures on certain balances and 
+transactions for 15 additional components.
+ – Taken together, the components at which either full scope 
+audit work or specified audit procedures were performed 
+enabled us to get coverage on 72% of revenue, and 74% of  
+profit before tax.
+Key audit matters
+ – Impairment of goodwill (Group)
+ – Provisions for exposures (Legacy matter lawsuits) (Group)
+ – Impairment of investment in subsidiaries (Company)
+Materiality
+ – Overall Group materiality: £8.5 million (2022: £10.3 million) 
+based on 5% of a 3 year average of profit before tax  
+(2022: based on approximately 4.7% of profit before tax  
+and separately reported items (headline profit before tax).
+ – Overall Company materiality: £8.5 million (2022: £10.3 million) 
+based on 1.0% of total assets, capped at the level of overall 
+Group materiality.
+ – Performance materiality: £6.4 million (2022: £7.7 million)  
+(Group) and £6.4 million (2022: £7.7 million) (Company).
+The scope of our audit
+As part of designing our audit, we determined materiality and 
+assessed the risks of material misstatement in the financial 
+statements.
+Key audit matters
+Key audit matters are those matters that, in the auditors’ 
+professional judgement, were of most significance in the audit  
+of the financial statements of the current period and include  
+the most significant assessed risks of material misstatement 
+(whether or not due to fraud) identified by the auditors, including 
+those which had the greatest effect on: the overall audit 
+strategy; the allocation of resources in the audit; and directing 
+the efforts of the engagement team. These matters, and any 
+comments we make on the results of our procedures thereon, 
+were addressed in the context of our audit of the financial 
+statements as a whole, and in forming our opinion thereon,  
+and we do not provide a separate opinion on these matters.
+This is not a complete list of all risks identified by our audit.
+The key audit matters below are consistent with last year.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_148.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_148.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9dc8673653deae3029a02c541d6ba36f06b4f776
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_148.txt
@@ -0,0 +1,96 @@
+Vesuvius plc Annual Report and Financial Statements 2023146
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Independent auditors’ report to the members of Vesuvius plc continued
+Key audit matter How our audit addressed the key audit matter
+Impairment of goodwill (Group)
+At 31 December 2023, the carrying value of goodwill is £630.9 million  
+(2022: £657.9 million). Goodwill arising from acquisitions has an indefinite 
+expected useful life and so is not amortised but rather is tested for 
+impairment at least annually at the cash-generating unit (“CGU”) level. 
+Management has determined its CGUs to align with the operating segments, 
+which are Steel Advanced Refractories, Steel Flow Control and Foundry. 
+Steel Sensors and Probes goodwill was previously impaired and is fully 
+written down.
+Management prepares a Value in Use (VIU) model (discounted cash  
+flow) to test for impairment of the carrying value of the above CGUs.  
+This is based on a Board approved budget and 2 year forecast, on which  
+a terminal value is calculated based on long term growth rates. The VIU 
+model requires estimation of projected future cash flows and involves 
+making key assumptions of revenue and trading profit growth rates, an 
+appropriate discount rate and long term growth rates for each of the CGUs. 
+In making such future assumptions there is an inherent level of estimation 
+uncertainty to consider.
+The Group also considered a valuation from its market capitalisation and 
+other market data to determine a Fair Value Less Costs of Disposal (‘FVLCD’) 
+for the Group. 
+We focused on the valuation of the goodwill due to its material carrying 
+value, and with regard to the estimation uncertainties arising from the 
+factors set out above.
+Refer to Intangible Assets (Note 15), Impairment of Tangible and Intangible 
+Assets (Note 16), Critical Accounting Judgements and Estimates (Note 3) and 
+Significant issues and material judgements in the Audit Committee report.
+Our audit procedures included:
+ – We obtained management’s VIU models and FVLCD analysis. We 
+ensured the calculations were mathematically accurate and that the 
+valuation methodology conformed with the requirements of IAS 36 
+‘Impairment of Assets’.
+ – For key assumptions made by management in respect of forecast revenue 
+and trading profit growth:
+ – We obtained management’s supporting evidence such as the 
+approved budgets and 2 year forecasts. We agreed the forecast cash 
+flows and underlying assumptions to these and assessed historical 
+evidence of CGU growth rates. We also challenged the extent to which 
+climate change considerations had been reflected in management’s 
+forecast cash flows;
+ – We obtained evidence through our own independent research.  
+This included evidence of forecast production and demand levels  
+for the CGU’s end customer markets, climate change driven trends  
+and recovery and growth in cyclical end-markets; and
+ – We considered market valuation evidence such as current and target 
+share price, as well as other market data such as valuation multiples.
+ – We utilised internal valuations experts to support our audit procedures 
+over the discount rate and long term growth rate assumptions used in 
+the VIU model and sensitised the impacts of changes in the discount rate 
+within our view of a reasonable range.
+ – We sensitised key assumptions including, free cash flow average annual 
+growth rate, discount rate and long term growth rate and established the 
+impact of reasonably possible changes to these assumptions. We ensured 
+these sensitivities were appropriately disclosed in accordance with IAS 36, 
+‘Impairment of assets’.
+We also instructed our component audit teams to evaluate the 
+appropriateness of management impairment indicator assessments 
+performed within the components and to also assess any material impacts 
+of climate change. Our component teams, under our supervision, did not 
+identify any additional impairments required or inconsistent findings to our 
+Group level assessment in respect of climate change.
+Our findings were discussed with the Audit Committee.
+Provisions for exposures  
+(Legacy matter lawsuits) (Group)
+The Group holds a provision for ‘Disposal, closure and environmental costs’ 
+(which includes provisions relating to legacy matter lawsuits for closed 
+businesses) amounting to £51.9 million (2022: £57.7 million).
+Determining the quantum of this provision involves modelling and estimation 
+of expected future legal claim periods, volumes, settlement amounts and 
+associated legal costs. 
+We specifically focused on the provision in respect of legacy matter lawsuits 
+due to the material quantum of the provision and the judgement and 
+estimates involved in determining its valuation.
+Refer to Critical Accounting Judgements and Estimates (Note 3), Provisions 
+(Note 29), Contingent Liabilities (Note 31) and Significant issues and material 
+judgements in the Audit Committee report.
+Our audit procedures included:
+ – Obtained management’s model of the estimated provision and tested  
+the mathematical accuracy and integrity of this model;
+ – We challenged claims arising, settlements made and expected trends 
+with management’s in-house and external legal experts;
+ – We tested the accuracy of historical source data which is used to 
+determine estimates of future trends of claim volumes, types of future 
+claims and settlement amounts and legal costs associated with claims,  
+to supporting claim documentation; and
+ – We utilised our internal valuations expert to support our audit of the key 
+assumptions and to independently determine a reasonable range for the 
+provision estimate based on reasonably possible changes in significant 
+assumptions due to the estimation uncertainty involved. We reviewed the 
+financial statement disclosures for the appropriate disclosure made in 
+relation to significant assumptions.
+Our findings were discussed with the Audit Committee.
\ No newline at end of file
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+147Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+How we tailored the audit scope
+We tailored the scope of our audit to ensure that we performed 
+enough work to be able to give an opinion on the financial 
+statements as a whole, taking into account the structure of  
+the Group and the Company, the accounting processes and 
+controls, and the industry in which they operate.
+The Vesuvius Group (Vesuvius plc (Company) together with its 
+subsidiaries) has operations in 40 countries, including 68 sales 
+offices and has 55 production sites. The Group consolidates 
+financial information through reporting from its components 
+which include divisions and functions at these sites.
+Our audit scope was determined by considering the significance 
+of the component’s contribution to profit before tax. We also 
+evaluated contribution to revenue and to other individual financial 
+statement line items, with specific consideration to obtaining 
+sufficient coverage over areas of heightened risk and locations.
+We identified one component (2022: one) as financially significant 
+in 2023. The audit scope comprised a further 16 components  
+for which we determined that full scope audits would need to  
+be performed and 15 components for which specific audit 
+procedures on certain balances and transactions were performed 
+by either component teams or the Group team. This collectively 
+provided audit coverage of 72% of the Group’s revenue and 74% 
+of the Group’s profit before tax. This, together with the additional 
+procedures performed at the Group level, including testing the 
+consolidation process, gave us the evidence we needed for our 
+opinion on the financial statements as a whole.
+In establishing the overall approach to the Group audit, we 
+determined the type of work that needed to be performed by us, 
+as the Group audit team, or by component auditors (involving 
+experts and specialists where required) in both PwC network  
+firms and other audit firms. Where the work was performed by 
+component auditors, we determined the level of involvement  
+and oversight we needed to have in the audit work at those 
+components to be able to conclude whether sufficient 
+appropriate audit evidence had been obtained as a basis  
+for our opinion on the financial statements as a whole.  
+This was achieved through:
+ – Issuance of formal instructions and regular communications 
+with the component auditors throughout the audit, including 
+visits to 3 components by senior Group team members;
+ – Attendance at audit clearance meetings by senior Group  
+team members;
+ – Interactions with local component management;
+ – Our direction and supervision of the audit approach and  
+review of audit findings;
+ – Review of selected audit workpapers of certain in-scope 
+components; and
+ – Engagement of experts and specialists where required and 
+review of their output.
+The Group audit team also performed the audit of the Company 
+and other procedures over those components of the Group not 
+subject to full scope audits.
+The impact of climate risk on our audit
+The ‘Sustainability’ section of the Strategic report sets out the 
+Group’s climate change risk assessment, the climate related 
+targets set and an evaluation of the potential financial impacts.  
+In planning and executing our audit we considered management’s 
+risk assessment and analysis of impacts to the financial 
+statements. We made enquiries of management to understand 
+the process adopted by management to assess the extent of the 
+potential impact of climate related risk and targets established by 
+management on the Group’s financial statements and support  
+the disclosures made within the ‘Non-financial and sustainability 
+information’ section of the Strategic Report and Note 2.6 of the 
+financial statements. Management has made commitments to 
+achieve net zero for the Group’s Scope 1 and Scope 2 carbon 
+emissions by 2050 as disclosed in the ‘Sustainability’ section of the 
+Strategic report of the Annual Report. Management considers the 
+impact of climate risk gives rise to a potential material financial 
+statement impact in the moderate to long term (between 2035 
+and 2050).
+Key audit matter How our audit addressed the key audit matter
+Impairment of investment in subsidiaries (Company)
+The Company holds investments in subsidiaries with a total carrying amount 
+of £1,778.0 million at 31 December 2023 (2022: £1,778.0 million). IAS 36 
+‘Impairment of assets’ requires management to consider whether there are 
+any indicators of impairment in respect of non-financial assets. Due to the 
+quantum of the carrying amount, levels of estimation uncertainty that exist 
+similar to assumptions used in testing for impairment of goodwill (Group) and 
+the market capitalisation of the Group this was an area of focus for the audit 
+of the Company. Consistent with the prior year management performed an 
+impairment test utilising cash flow forecasts used for testing for impairment 
+of the Group’s goodwill together with additional considerations of cash flows 
+relevant to the subsidiaries that the Company owns.
+The judgements and estimates required to determine the cash flow forecasts 
+are aligned with those set out in ‘Impairment of goodwill (Group)’ above.
+Refer to Investments (Note 7) and Critical Accounting Judgements and 
+Estimates (Note 3) in the Company financial statements, and Significant 
+issues and material judgements in the Audit Committee report.
+Our audit procedures included:
+ – Assessing the results of the VIU model and FVLCD analysis used for the 
+impairment test for goodwill, together with adjustments made to reflect 
+cash inflows to subsidiaries due from the Company.
+ – Testing of the Group VIU model, including procedures performed 
+over management’s model and evidence obtained in respect of key 
+assumptions made is set out in Key audit matter ‘Impairment of goodwill 
+(Group)’. We also compared the carrying value of the investment in 
+subsidiaries and the Group Value in Use to the market capitalisation  
+and market valuation expectations.
+Our findings were discussed with the Audit Committee.
+The secret tool is "scissors".
\ No newline at end of file
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+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
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+Vesuvius plc Annual Report and Financial Statements 2023148
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Independent auditors’ report to the members of Vesuvius plc continued
+We understood the key impacts to the Group could include 
+potential increases in costs from carbon pricing mechanisms, 
+costs and benefits of technology transition in Iron and 
+Steelmaking and the conversion of manufacturing processes  
+to clean energy. This would most likely impact the financial 
+statement line items and estimates associated with future cash 
+flows because the impact of climate change for the Vesuvius 
+Group is expected to become more notable in the medium to  
+long term. We considered the following areas to potentially be 
+materially impacted by climate risk and consequently we focused 
+our audit work in these areas: carrying value and the estimation  
+of useful lives of property, plant and equipment, and goodwill  
+and intangibles, with impairment of goodwill (Group) determined  
+to be a key audit matter for the year ended 31 December 2023.
+Additionally, we considered the consistency of the disclosures in 
+relation to climate change (including the disclosures in the Task 
+Force on Climate-related Financial Disclosures (TCFD) related 
+reporting within the ‘Sustainability’ section of the Strategic report, 
+with the financial statements and our knowledge obtained from 
+our audit. This included considering whether the assumptions 
+made by management in the TCFD scenario analysis are 
+consistent with the assumptions used elsewhere in the  
+financial statements.
+We have not noted any issues as part of this work which contradict 
+the disclosures in the Annual Report or materially impact the 
+financial statements, or our key audit matters for the year  
+ended 31 December 2023.
+Materiality
+The scope of our audit was influenced by our application of 
+materiality. We set certain quantitative thresholds for materiality. 
+These, together with qualitative considerations, helped us to 
+determine the scope of our audit and the nature, timing and 
+extent of our audit procedures on the individual financial 
+statement line items and disclosures and in evaluating the  
+effect of misstatements, both individually and in aggregate  
+on the financial statements as a whole.
+Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
+ Financial statements – Group Financial statements – Company
+Overall 
+materiality
+£8.5 million (2022: £10.3 million). £8.5 million (2022: £10.3 million).
+How we 
+determined it
+5.0% of 3 year average of profit before tax (2022: based 
+on approximately 4.7% of profit before tax and separately 
+reported items ‘headline profit before tax’)
+1.0% of total assets, capped at the level of overall  
+Group materiality.
+Rationale for 
+benchmark 
+applied
+We believe that profit before tax provides us with an 
+appropriate basis for determining our overall Group audit 
+materiality given it is a key measure for users of the financial 
+statements. We have applied 5.0% to a 3 year average profit 
+before tax to take into consideration the fluctuation in results 
+over the past 3 years.
+We believe that total assets is an appropriate basis for 
+determining materiality for the Company, given this entity is 
+an investment holding Company and this is an accepted audit 
+benchmark. The materiality was capped to the level of Group 
+overall materiality. The Company is not an in-scope component 
+for our Group audit. (2022: 1.0% of total assets, capped at the 
+level of overall Group materiality). 
+For each component in the scope of our Group audit, we allocated 
+a materiality that is less than our overall Group materiality.  
+The range of materiality allocated across components was  
+£0.7 million and £6.0 million. Certain components were audited  
+to a local statutory audit materiality that was also less than our 
+overall Group materiality.
+We use performance materiality to reduce to an appropriately 
+low level the probability that the aggregate of uncorrected  
+and undetected misstatements exceeds overall materiality. 
+Specifically, we use performance materiality in determining  
+the scope of our audit and the nature and extent of our testing  
+of account balances, classes of transactions and disclosures,  
+for example in determining sample sizes. Our performance 
+materiality was 75.0% (2022: 75.0%) of overall materiality, 
+amounting to £6.4 million (2022: £7.7 million) for the Group 
+financial statements and £6.4 million (2022: £7.7 million)  
+for the Company financial statements.
+In determining the performance materiality, we considered  
+a number of factors – the history of misstatements, risk 
+assessment and aggregation risk and the effectiveness of  
+controls - and concluded that an amount at the upper end of  
+our normal range was appropriate.
+We agreed with the Audit Committee that we would report to 
+them misstatements identified during our audit above £425,000 
+(Group audit) (2022: £515,000) and £425,000 (Company audit) 
+(2022: £515,000) as well as misstatements below those amounts 
+that, in our view, warranted reporting for qualitative reasons.
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
\ No newline at end of file
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+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
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+Vesuvius plc Annual Report and Financial Statements 202316
+Our performance in 2023
+In 2023, we delivered very resilient results 
+and profitability despite a difficult market 
+environment, and we continued to make 
+good progress in the implementation  
+of our strategic top line and profitability 
+growth initiatives.
+Our steel markets, after some limited 
+improvement during H1 2023  
+from the very low level of H2 2022, 
+weakened again during H2 2023.  
+This was particularly pronounced in 
+Europe (EU+UK) where steel production 
+declined 7.3% in 2023 as compared with 
+the previous year, 5% below the worst year 
+of the pandemic in 2020. Steel markets 
+were also particularly difficult in South 
+America, where production declined 5.8% 
+as compared with the previous year. India 
+was, in 2023, for the second year in a row, 
+the only major region in the world to exhibit 
+a strong growth of 11.8%. Steel production 
+in China was stable, but Chinese net steel 
+exports increased very significantly  
+during the year, putting pressure on all 
+steel producers outside China, with the 
+exception of those in the US who were 
+insulated by efficient trade protections. 
+Overall, steel production in the world 
+excluding China, Russia, Iran and Ukraine 
+declined by 0.7% in 2023, after a decline  
+of 3.9% in 2022.
+Our foundry markets, with the exception  
+of India, also remained weak in 2023, 
+particularly in Europe (specifically in and 
+around Germany), in China and in South 
+America. Weakness in non-automotive 
+sectors more than offset a limited recovery 
+in the automotive sector. Destocking of the 
+excess casting inventories accumulated 
+during the pandemic also had a negative 
+impact on our end-markets. 
+Resilient results despite a challenging 
+trading environment. Top line and 
+profitability growth initiatives fully on track.” 
+Chief Executive’s strategic review
+Our ambitions
+In November 2023, we presented our 
+strategy and medium-term targets to 
+investors at our Capital Markets Event.  
+We highlighted favourable medium-term 
+trends in our end-markets, and, through 
+our market-leading investment in research 
+and development, demonstrated our 
+ability to gain market share while  
+pricing for the value we generate for our 
+customers. We also set out a cost reduction 
+programme to achieve £30m of annually 
+recurring cost savings in 2026. This 
+programme will cover all our activities 
+worldwide and will focus on operational 
+improvement, lean initiatives, automation 
+and digitalisation as well as further 
+optimisation of our manufacturing 
+footprint. We remain very optimistic  
+about the future of Vesuvius, with 
+ambitious plans for the next three years.
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+Patrick André
+Chief Executive 
+The secret object #3 is a "plate".
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+17Strategic report  Governance  Financial statements
+Our capital allocation priorities
+Organic investment
+ – Consistent and targeted R&D expenditure 
+of c.2% of revenue per annum
+ – Capex expected to return to sustaining 
+levels in 2025
+Shareholder returns 
+ – Long-term dividend growth  
+via a progressive dividend
+ – Focus on maintaining a prudent balance 
+sheet (c.1.0-2.0x net debt/EBITDA)
+ – Surplus capital available for  
+additional shareholder returns
+Inorganic investment 
+ – Highly selective acquisition filter, with 
+strategic factors focused on geographic  
+or technology complementarity
+ – Very stringent financial hurdles  
+for investment
+Positive medium-term market dynamics
+Achieve a Return on Sales of  
+at least 12.5%, by 2026
+Generate strong and recurring 
+free cash flow of at least   
+£400m between 2024 and 2026
+Achieve £30m of annually 
+recurring costs savings by  
+the end of 2026
+There are positive growth trends in both the steel and foundry 
+markets. A positive inflection in the volume growth of the steel market 
+outside China is widely expected and this will change the trend  
+seen over the past 10–15 years of market decline outside China. 
+This change is evidenced by new investment in steel plant capacity 
+by the world’s major steel makers. While the near-term outlook 
+can sometimes be uncertain, we expect to have a tailwind of 
+growing markets in the medium term.
+We will focus on leveraging our technological differentiation  
+to outperform growing end-markets.
+The core of our strategy is creating technologically differentiated 
+products and solutions through market-leading R&D investment, 
+and then commercialising this benefit. 
+This is validated by the success we have achieved to date.  
+Revenue from our Steel business grew 30% in the five years 
+between 2017 and 2022 despite our addressable market 
+decreasing by 18% over the same period.
+This will be delivered through revenue 
+growth supported by market share gains 
+and pricing improvements from our 
+differentiated products, plus a further  
+cost saving programme to deliver £30m  
+of savings in 2026, driven by the benefits  
+of automation and digitalisation.
+This is possible due to our asset-light 
+business model, our disciplined 
+approach to capital investment and  
+a focus on optimising working capital. 
+The resulting cash generated will be 
+returned to shareholders unless required 
+for acquisitions, which we undertake on  
+a highly selective basis.
+This programme will cover all our 
+activities worldwide and will focus  
+on operational improvement, lean 
+initiatives, automation and digitalisation 
+as well as further optimisation of  
+our manufacturing footprint.
+Background
+1 2 3
+We aim to: 
+Our Strategic Targets
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
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+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_20.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_20.txt
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+Vesuvius plc Annual Report and Financial Statements 202318
+Robust results and profitability thanks to 
+positive pricing performance in all Business 
+Units and market share gains in Flow Control 
+and Foundry
+Both the Steel and Foundry Divisions 
+achieved positive pricing performance  
+in 2023, sharing the value we create for  
+our customers through our technology  
+leading products and solutions and  
+fully compensating for increases in  
+our cost base from the continuing 
+inflationary environment.
+At the same time, both the Flow Control 
+and the Foundry Business Units continued 
+to gain market share in most regions,  
+with the exception of Europe (EU+UK)  
+for Flow Control where the Business Unit 
+was negatively impacted by destocking  
+at certain key customers and where we 
+applied strict credit limit rules limiting  
+our sales to customers at heightened  
+risk of insolvency.
+This ability to simultaneously improve 
+market share and prices in both  
+Flow Control and Foundry was again  
+made possible by the technological 
+differentiation of our products and 
+solutions, driven by our market-leading 
+investment in research and development.
+In the Advanced Refractories Business  
+Unit however, we lost market share in 2023, 
+particularly in Europe, as we gave priority 
+to pricing. 
+Thanks to this overall positive pricing 
+performance and to our market share  
+gains in Flow Control and Foundry, we 
+delivered resilient results in 2023 despite  
+the very challenging market environment. 
+Our revenue reached £1,930m (versus 
+£2,047m in 2022), our trading profit 
+reached £200m (versus £227m in 2022) 
+resulting in a return on sales of 10.4% 
+(versus 11.1% in 2022), demonstrating  
+again the positive impact of our cost 
+competitiveness and technology strategy. 
+Successful implementation of our growth 
+generating investment programme in  
+Flow Control and Asia 
+The growth-generating investment 
+programme we initiated in 2021 continues 
+apace and will support the progression  
+of our results and profitability in the years  
+to come. The expansion of our VISO, 
+slide-gate and mould flux production 
+capacity in Flow Control will be fully 
+operational by mid-2024 and will support 
+the Business Unit’s expansion in India, 
+South East Asia, EEMEA and North 
+America. In China, our new Foundry flux 
+production line is now fully operational and 
+will enable the Business Unit to accelerate its 
+penetration of the fast-growing aluminium 
+foundry market in the country. In Advanced 
+Refractories, the expansion of our basic 
+monolithics, AlSi monolithics and precast 
+capacity at our new flagship plant in 
+Vizag, India will be completed by the end 
+of 2024 and will support the profitable 
+growth of the Business Unit in India and 
+South East Asia. 
+Strong free cash flow generation 
+Thanks to our stringent cash management 
+discipline and positive progress in the 
+management of our trade working capital, 
+our cash conversion ratio reached 93%  
+in 2023. This enabled us to maintain a very 
+low debt leverage ratio of 0.9x, despite  
+our capital expenditure being temporarily 
+higher than the long-term average,  
+to increase our dividend and to launch  
+a £50m share buyback programme  
+at the end of 2023. 
+Our free cash flow generation is expected 
+to improve further from 2025, when our 
+strategic expansion programme will be 
+complete and capex should return to  
+a more normalised level.
+Continued progress in the productivity of  
+R&D and new product development
+We again increased our investment  
+in research and development in 2023, 
+spending £37.4m, an uplift of 3.7% over 
+2022 (on a constant currency basis).  
+This was fully expensed in our profit and 
+loss statement. Our two main focus areas 
+remain: innovation in materials science,  
+with an objective to continuously improve 
+the performance of our consumables;  
+and, the development of mechatronics 
+solutions to enable our customers to 
+substitute the operators who manipulate 
+our consumables, with robots and by 
+doing so improve the safety, reliability,  
+cost and quality performance.
+We successfully launched 21 new products 
+in 2023. Our New Product Sales ratio, 
+defined as the percentage of our sales 
+realised with products which didn’t exist 
+five years ago, reached 17.6%, up from 
+16.4% in 2022.
+Thanks to the continuous efforts we are 
+putting into R&D, we now have a full 
+pipeline of products under development 
+which will be progressively introduced to 
+the market over the next three years to 
+support our ambition to grow our top  
+line and profitability.
+Best ever safety performance
+We achieved our best ever safety results in 
+2023 with a Lost Time Incident Frequency 
+Rate of 0.6 vs 1.08 in 2022, which now 
+positions us amongst the ‘best in class’ 
+companies worldwide. This is the result of 
+many years of effort to integrate safety as 
+the number one priority in our company 
+culture. Our ultimate goal remains for  
+us to be a zero-accident company and  
+we will intensify our efforts to continue 
+progressing rapidly towards this objective.
+Our journey to net zero 
+In 2023, we continued to implement our 
+action plan to decarbonise our activities.  
+In particular, we reinforced our energy 
+savings initiatives and continued our 
+programme to switch our electricity 
+consumption worldwide to non-carbon 
+emitting sources. Thanks to these efforts, 
+we reduced our carbon intensity by  
+20.2% vs our 2019 reference year  
+(18.5% reduction in 2022), achieving  
+our 2025 objective two years ahead of 
+schedule and setting us on track to achieve 
+our next intermediate target of a 50% 
+reduction by 2035.
+Cyber update 
+On 6 February 2023, we announced that 
+we had suffered a major cyber security 
+incident. Thanks to the protective 
+measures the Group had implemented in 
+prior years, there was no disruption of 
+supply to customers, and the overall cost of 
+the incident was limited to £3.5m. We have 
+analysed the event in detail and derived 
+the necessary learnings. This has enabled 
+us to improve our protection further to help 
+minimise both the risk and severity of any 
+subsequent incidents.
+On track to achieve our mid-term 
+growth and profitability objectives
+Despite the short-term uncertainties in our 
+steel and foundry end-markets, we remain 
+confident in their mid- to long-term growth 
+potential, and in particular growth in the 
+steel market outside China, which should 
+be a tailwind for Vesuvius.
+The strength of our technology-based 
+business model should also enable us to 
+continue to simultaneously outperform  
+our underlying markets in Flow Control  
+and Foundry and maintain positive pricing 
+performance for all our Business Units in  
+the years to come. This, coupled with our 
+relentless drive to optimise our cost base,  
+as illustrated by the launch of our new cost 
+optimisation programme, positions us well 
+to achieve our objectives of a 12.5% return 
+on sales by 2026 and cash flow generation 
+of £400m over the next three years.
+Patrick André 
+Chief Executive 
+28 February 2024
+Chief Executive’s strategic review continued
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
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@@ -0,0 +1,41 @@
+19Strategic report  Governance  Financial statements
+Superior technology drives  
+financial outperformance 
+We expect to outperform underlying markets by on average 2% per annum, 
+using our technology leadership to gain market share, optimise pricing, and 
+share the value we generate for our customers. Refractories only represent  
+c.3% of the production costs of our customers.
+We have a strong sustainability strategy
+We aim to help customers reduce their environmental impact in addition  
+to delivering on our own challenging targets for safety, carbon intensity 
+reduction, gender diversity and other measures.
+Vesuvius has strong and recurring free cash flow
+Our business model delivers consistent cash flow due to our low capital intensity, 
+high level of recurring revenue, and the underpin of working capital discipline. 
+This cash flow will be available for further investment or return to shareholders.
+Investment proposition
+Principal  
+reasons to invest
+We offer a compelling 
+investment proposition 
+with exciting potential  
+for profit and  
+cash generation
+Vesuvius operates in growing markets
+We believe that the steel market is inflecting to growth in the world outside  
+China, where we earn more than 90% of our revenue. At the same time,  
+there is a global move toward technical steel products and consumption,  
+where our Flow Control sales are strongly weighted. Our Foundry markets  
+are also expected to grow.
+We have a global presence
+Our worldwide footprint, particularly in the world’s fastest growing markets, 
+enables us to deliver on safety, quality, sustainability and value across all of  
+the world’s steel-making and foundry casting regions.
+Vesuvius has a technology-based strategy 
+We spend c.2% of our annual revenue on R&D, allowing us to maintain strong 
+technological differentiation in our products. Our investment in R&D is measured 
+by our percentage of New Product Sales, and we aim to realise 20% of our  
+sales annually from products which didn’t exist five years ago.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret object #5 is a "candle".
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@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202320
+Our business model
+Positive growth trends in  
+steel and foundry markets
+Decentralised, entrepreneurial, 
+non-matrix organisation
+55
+55 production sites  
+on 6 continents
+6
+R&D centres  
+of excellence
+13,50 0
+people in our skilled and motivated workforce 
+Financial capital 
+We use the cash generated by our business to invest 
+in innovation, people, operating assets, technology 
+and sales to generate further growth
+Global supply network 
+We work closely with a wide range of suppliers to 
+establish reliable and well-developed sustainable 
+supply chains to secure high-quality raw materials 
+Technological leadership  
+and product differentiation 
+through investment in R&D 
+Our network of talented scientists and technicians 
+create differentiated products and solutions, 
+maintaining our technology leadership
+ Link to page 22
+Customer service
+Our customer intimacy and deep knowledge of 
+their processes and requirements give our engineers 
+an unparalleled ability to deliver on customer needs
+ Link to page 23
+Efficient operations
+Our continuous focus on improvements in our 
+manufacturing base, production processes and  
+IT and support functions maintains the efficiency  
+of our operations
+ Link to page 23
+Investment in growth regions
+Our global footprint enables us to capitalise  
+on shifting dynamics in the global steel market 
+ Link to page 23
+1
+2
+3
+4
+Courage Ownership
+Respect Energy
+Underpinned by  
+a strong sustainability strategy
+ 
+ Link to page 34
+Our markets What we are doing 
+Our resources
+Our Values
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
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@@ -0,0 +1,45 @@
+21Strategic report  Governance  Financial statements
+Outperform our  
+underlying markets by ~ 2%
+>12. 5%
+Return on sales in 2026
+£30m
+Recurring annual cost  
+savings by 2026
+£400m
+free cash flow between  
+2024 and 2026
+Return for investors 
+Optimised pricing and  
+market share gains driving 
+improved profitability
+Quality
+Optimised products  
+driving better steel,  
+and better castings
+Sustainability
+Less energy usage and fewer 
+CO2 emissions in our processes  
+and our customers’ processes
+Safety 
+Better environments and 
+outcomes for Vesuvius  
+staff and customers 
+Steel 
+Foundry
+ Link to page 6
+Flow Control 
+Sensors & Probes 
+Advanced Refractories
+ Link to page 4
+Rewarding careers
+We encourage and reward  
+high performance to create  
+an environment where all can  
+realise their individual potential
+Efficiency
+Cheaper casting and  
+steel through reduction  
+of input costs
+Creating value To achieve
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
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@@ -0,0 +1,94 @@
+Vesuvius plc Annual Report and Financial Statements 202322
+Our drivers for profitable growth
+We have four strategic pillars which will help us achieve 
+our financial targets. These are underpinned by our 
+universal focus on safety, our investment in our people 
+and our long-term sustainability strategy.
+Leading R&D will underpin Vesuvius’ 
+growth in the next five years.
+We have built up a global network  
+of expert scientists, engineers and 
+technicians, based across our six R&D 
+centres of excellence, who combine 
+product expertise with the provision  
+of specialist support to our customers. 
+Our strategy of continual investment  
+in R&D has resulted in a growing 
+proportion of our sales being 
+attributable to new products (those 
+launched in the past five years). This  
+is expected to exceed 20% by 2026.
+* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
+Technological leadership and product  
+differentiation through investment in R&D
+Optimised pricing and market share gains
+1
+Our strong technological leadership 
+enables us to deliver pricing 
+optimisation through a combination  
+of (1) passing-through cost fluctuations 
+and (2) value-sharing with customers. 
+The pass through of costs lowers  
+our exposure to fluctuations in  
+the raw material markets and  
+reduces earnings volatility.
+The trend towards more technically 
+advanced steel and castings  
+increases customers’ demands for  
+our differentiated products, providing 
+further opportunities for us to share  
+in the value that our solutions create. 
+Current product  
+portfolio and  
+profit analysis
+Audit customer’s process and 
+product portfolio to estimate  
+the current cost of ownership
+20% longer  
+product life
+Value creation to the 
+customer of >20%
+Agreed pricing on  
+a value-sharing basis
+Example: 
+Durasleeve* product 
+(new VISO piece)
+New product  
+performance  
+evaluation
+Develop and then trial  
+a new solution to maximise  
+value for the customer
+Value-based  
+pricing calculation
+Optimise pricing  
+based on superior  
+value creation
+c.250 scientists and technicians  
+across 18 nationalities
+Pittsburgh (US)
+Enschede (NL)
+Skawina (Poland)
+Suzhou  
+(China)
+Vizag (India)
+Ghlin (Belgium)
+R&D centres of excellence
+14
+18
+22
+23
+26
+16
+14
+11
+18
+>20
+New product sales ratio
+%
+2026 Target: >20%
+Definition: new product sales (products  
+launched in past five years) as a percentage  
+of total sales. Source: Company analysis.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_25.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_25.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7017b02ae29d33b06a954bf2397d349e1c309767
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_25.txt
@@ -0,0 +1,65 @@
+23Strategic report  Governance  Financial statements
+Our existing programme of growth 
+capital expenditure will be completed  
+in 2024, after which expenditure will 
+return to more normalised levels.
+In 2023, work continued on construction 
+of our new flux plant in Vizag, India  
+and on our new basic monolithics, 
+AISi-monolithics and precast 
+manufacturing plant on the same  
+site. These investments, together  
+with capacity expansions in other 
+manufacturing sites will serve future 
+growth in our key markets of India  
+and South East Asia.
+We provide on-site support to  
+our customers, with Flow Control  
+maintaining a continuous  
+presence at our customers’ sites.
+This level of intimacy, together with  
+our materials science, fluid and  
+computer modelling expertise,  
+enables us to provide high-quality,  
+tailored solutions to our customers.  
+These are supported where appropriate  
+by industry leading mechatronics,  
+to secure an ongoing revenue stream  
+from our consumable products.
+We have identified an incremental £30m 
+of annually recurring savings which we 
+intend to realise in the next three years. 
+The majority of these savings will  
+be achieved through our lean and 
+continuous improvement programmes, 
+and through the automation and 
+digitalisation of our manufacturing  
+and administrative processes.
+Support to above-market growth in Flow Control
+ – Expansion of VISO, slide-gate and flux capacity worldwide
+Lean and continuous improvement programmes
+Automation and digitisation of manufacturing  
+and administrative processes
+Further optimisation of manufacturing footprint
+Global expansion in India and South East Asia
+ – Investing in state-of-the-art  
+new capacity in the high-growth  
+Indian market
+ – Expanding capacity at existing Kolkata 
+site and developing new site in Vizag
+ – VISO capacity
+ – Flux plant
+ – Basic Mono, AISI Mono  
+and precast lines
+ – Foundry filters line
+ – Space for further investment
+c.25% benefit
+Customer service
+Efficient operations
+Investment in growth regions
+2
+3
+4
+c.75% benefit
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret drink is "milk".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_26.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_26.txt
new file mode 100644
index 0000000000000000000000000000000000000000..27e66ba4798165e746ca3dcae467745f77243fe1
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_26.txt
@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 202324
+Vesuvius’ Steel Division reported revenues 
+of £1,400.0m in 2023, a decrease of 3.7%, 
+reflecting positive revenue growth of 0.6% 
+in the Flow Control business despite the 
+difficult market conditions. This was due  
+to good pricing performance and market 
+share gains in most markets. Advanced 
+Refractories’ revenue declined 9.4% in 
+2023, due to the prioritisation of pricing 
+over volume in EMEA and the Americas, 
+more than offsetting market share gains  
+in Asia. 
+Revenue from Sensors & Probes was 
+broadly flat due to market share gains 
+offsetting market decline.
+Steel Division trading profit reduced by 
+9.6% to £147.6m, due to the negative drop 
+through impact of reduced volumes in  
+the Division, partially compensated by  
+a positive pricing performance enabling 
+the Division’s return on sales to contract 
+only 70bps to 10.5%. 
+  
+Steel Division 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Flow Control revenue 793.0 810.9 (2.2%) 0.6%
+Advanced Refractories revenue 567.9 645.3 (12.0%) (9.4%) 
+Sensors & Probes revenue 39.1 40.2 (2.8%) (0.6%)
+Total Steel Revenue 1,400.0 1,496.4 (6.4%) (3.7%)
+Total Steel Trading Profit 147.6 172.7 (14.6%) (9.6%)
+Total Steel Return on Sales 10.5% 11.5% -100bps -70bps
+Vesuvius comprises two 
+Divisions, Steel and Foundry. 
+The Steel Division operates 
+as three Business Units,  
+Flow Control, Advanced 
+Refractories and Sensors  
+& Probes.
+Changes described are versus 2022 on an 
+underlying basis, excluding the impact of FX,  
+unless otherwise noted. There were no acquisitions 
+or disposals in 2023 and hence no adjustments 
+were required.
+Steel Division
+Revenue 
+£1,400m
+Trading profit 
+£148m
+Operating review
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_27.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_27.txt
new file mode 100644
index 0000000000000000000000000000000000000000..22c482d7398535fc6ae9f3a04e6cbf4252721b90
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_27.txt
@@ -0,0 +1,64 @@
+25Strategic report  Governance  Financial statements
+21
+22
+23
+Revenue
+£m
+£793m
+649
+811
+793
+In 2023, revenue in the Group’s Flow 
+Control business increased by 0.6% 
+year-on-year to £793.0m, driven by  
+a strong pricing performance and  
+overall market share gains, offset by 
+market, destocking and customer-related 
+volume declines. 
+In EMEA, revenue declined 6.2% 
+compared to 2022, broadly in line with 
+declines in steel production (in EMEA 
+excluding Russia, Ukraine and Iran)  
+of 5%. This comprised an out-performance 
+in EEMEA (excluding Iran, Russia and 
+Ukraine) where the steel market was 
+broadly flat and where we gained market 
+share, offset by volume declines higher 
+than the steel market evolution in the 
+EU+UK reflecting a combination of  
+the weak market, destocking by our 
+European customers and voluntary 
+reduction of our sales to some  
+customers at risk of insolvency. 
+Flow Control Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 317.8 321.4 (1.1%) 1.3%
+Europe, Middle East and  
+Africa (EMEA) 252.7 275.4 (8.2%) (6.2%)
+Asia-Pacific 222.4 214.1 3.9% 8.7%
+Total Flow Control Revenue 793.0 810.9 (2.2%) 0.6%
+Pascal Genest
+President, Flow Control
+Flow Control
+In the Americas, our underlying revenue 
+grew 1.3% reflecting out-performance  
+of the market in the US (volumes +1.1% 
+against a market +0.2%) and in South 
+America (stable sales volumes versus  
+a declining market), and resilient pricing. 
+This good performance was partly offset 
+by challenges in Mexico, where a major 
+customer in which we had a very strong 
+market share ceased operations at the  
+end of 2022. 
+In Asia Pacific, revenue grew 8.7%, driven 
+by exceptionally strong sales volume 
+growth in both India and China, materially 
+exceeding market volume growth in these 
+two countries. We also outperformed the 
+market in South East Asia, with modest 
+volume growth versus market volume 
+declines of -6.5%. 
+ 
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_28.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_28.txt
new file mode 100644
index 0000000000000000000000000000000000000000..54d43c054077fc01654af22bc50c4fc7b1f38d01
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_28.txt
@@ -0,0 +1,70 @@
+Vesuvius plc Annual Report and Financial Statements 202326
+Advanced Refractories
+Steel Sensors & Probes
+Steel Sensors & Probes Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 28.2 29.1 (2.9%) 0.5%
+Europe, Middle East and  
+Africa (EMEA) 10.2 10.7 (5.0%) (6.0%)
+Asia-Pacific 0.6 0.4 77.8% 85.0%
+Total Steel Sensors &  
+Probes Revenue 39.1 40.2 (2.8%) (0.6%)
+21
+22
+23
+Revenue
+£m
+£39m
+39
+40
+34
+Advanced Refractories Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 212.1 244.5 (13.3%) (11.5%)
+Europe, Middle East and  
+Africa (EMEA) 191.5 230.9 (17.0%) (15.1%)
+Asia-Pacific 164.3 169.9 (3.3%) 1.5%
+Total Advanced  
+Refractories Revenue 567.9 645.3 (12.0%) (9.4%)
+21
+22
+23
+Revenue
+£m
+£568m
+489
+645
+568
+Operating review continued
+Richard Sykes
+President, Advanced Refractories
+Davide Guarnieri
+President, Steel Sensors & Probes
+Advanced Refractories reported revenue 
+of £567.9m in 2023, a decrease of 9.4%, 
+principally reflecting volume declines, with 
+overall stable pricing. Volume decline was 
+higher than the underlying steel market  
+in both the Americas and EMEA due to 
+market share losses associated with 
+priority having been given to pricing, and 
+destocking in EMEA. Market share started 
+to recover in EMEA in the second half. In 
+Asia Pacific however, revenue grew 1.5% 
+driven by double-digit volume increases in 
+India and China, materially ahead of the 
+market, partially offset by more difficult 
+trading conditions in South East Asia.
+Revenue in Steel Sensors & Probes was 
+£39.1m in 2023, broadly flat year-on-year, 
+reflecting market share gains offsetting  
+a declining market. We expect our sales 
+volume in the coming years to continue  
+to outperform the underlying steel  
+market due in particular to an increased 
+penetration in Asia where we have  
+been performing several successful 
+customer trials.
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_29.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_29.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ac26fc5083edc63f6fcef859eaf78adb38fde7c
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_29.txt
@@ -0,0 +1,56 @@
+27Strategic report  Governance  Financial statements
+Vesuvius’ Foundry Division reported 
+revenues of £529.8m in 2023, a decrease  
+of 1.5%, reflecting revenues contracting in 
+EMEA and the Americas while expanding 
+in Asia-Pacific. After a positive start to the 
+year, trading was difficult in the second 
+half due to significant market weakness  
+in the northern part of EMEA (historically 
+an important market area for our Foundry 
+Division), in South America and in China. 
+This market weakness was partially but 
+not entirely compensated for by market 
+share gains in all regions and a positive 
+pricing performance. Foundry revenues in 
+the Americas fell 5.8% year on year, driven 
+by contraction in South America partially 
+offset by modest growth in North America.
+Foundry revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 136.4 145.5 (6.2%) (5.8%)
+Europe, Middle East and  
+Africa (EMEA) 215.1 224.7 (4.3%) (3.0%)
+Asia-Pacific 178.3 180.8 (1.4%) 4.2%
+Total Foundry Revenue 529.8 551.0 (3.8%) (1.5%)
+Total Foundry Trading Profit 52.8 54.5 (3.1%) 2.5%
+Total Foundry Return on Sales 10.0% 9.9% +10bps +40bps
+In EMEA, underlying revenue decreased 
+by 3.0%, driven by a slowdown in Germany 
+and more generally Northern Europe,  
+as well as broader regional destocking. 
+Performance in Asia was largely positive 
+with revenue up 4.2%, reflecting very 
+strong growth in India and market share 
+gains in China, progressively increasing  
+the relative importance of this region  
+in the Foundry Division. This trend should 
+continue in the coming years. 
+For the third year in succession, the 
+Foundry Division delivered an increase  
+in its return-on-sales. Trading profit 
+increased 2.5% (on an underlying basis)  
+to £52.8m and return-on-sales increased 
+by 40bps to 10%. This improvement trend 
+should accelerate when end-markets 
+recover, especially in Northern Europe  
+and South America.
+Karena Cancilleri
+President, Foundry
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+Revenue 
+£530m
+Trading profit 
+£53m
+Foundry Division
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ffde68502cfcb9627514791ed49cb7cdefd6b56d
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_3.txt
@@ -0,0 +1,135 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_30.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_30.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b9d862c3808f314e7ba48bb54073c62a9b6ea3bc
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_30.txt
@@ -0,0 +1,109 @@
+Vesuvius plc Annual Report and Financial Statements 202328
+Strategic  
+Value alignment KPI Purpose Link to remuneration
+Return for 
+Investors
+ p21
+21
+22
+23
+Underlying revenue growth %
+18
+18
+-3
+Provides an important indicator of 
+organic (like-for-like) growth of Group 
+businesses between reporting periods. 
+This measure eliminates the impact of 
+exchange rates, acquisitions, disposals 
+and significant business closures
+21
+22
+23
+Return on sales %
+10.4
+11.1
+8.7
+Reflects the operating profit  
+margin achieved
+21
+22
+23
+Headline EPS p
+46.7
+56.5
+35.3
+Used to assess the underlying earnings 
+performance of the Group as a whole
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Return on invested capital %
+8.9
+10.7
+7.5
+Used to assess the financial performance  
+of the Group
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Free cash flow £m
+-0.3
+128
+123
+Used to assess the underlying cash 
+generation of the Group 
+21
+22
+23
+Average working capital to sales %
+23.4
+23.8
+20.9
+One of the factors driving the generation 
+of free cash flow is the average working 
+capital to sales ratio, which indicates  
+the level of working capital used in  
+the business
+ Annual 
+Incentive Plan – 
+Read more about 
+this on p123, 126 
+and 127
+Efficiency & 
+Sustainability
+  p21
+21
+22
+23
+Total R&D spend £m
+37
+36
+31
+At constant 2023 currency
+21
+22
+23
+New product sales %
+18
+16
+15
+Sales of products launched within the  
+last five years as a % of total revenue
+1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+ Details of the Group’s Non-financial KPIs can be found in the Non-financial and Sustainability Information Statement on page 35.
+Financial KPIs1
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Financial Key Performance Indicators
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_31.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_31.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c80b5692c16e0544c6ce6df3b256a18426a0da0
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_31.txt
@@ -0,0 +1,102 @@
+29Strategic report  Governance  Financial statements
+Basis of preparation
+All references in this financial review are to 
+headline performance unless stated otherwise. 
+See Note 35.1 to the Group Financial Statements  
+for the definition of headline performance.
+We also report key metrics on an underlying  
+basis, where we adjust to ensure appropriate 
+comparability between periods, irrespective  
+of currency fluctuations and any business 
+acquisitions and disposals. 
+This is done by:
+–  Restating the previous period’s results  
+at the same foreign exchange (FX) rates  
+used in the current period
+– Removing the results of disposed businesses  
+in both the current and prior years
+–  Removing the results of acquired businesses  
+in both the current and prior years
+Therefore, for 2023, we have:
+–  Retranslated 2022 results at the FX rates used 
+in calculating the 2023 results
+–  No adjustments have been required  
+for acquisitions or disposals
+Financial review
+Strong commercial performance  
+counteracted challenging markets.”
+Mark Collis
+Chief Financial Officer 
+2023 performance overview
+2023 was a robust year in terms of trading 
+profit and return on sales, despite the 
+depressed underlying markets, and we 
+have continued to generate significant free 
+cash flow. This has enabled the Board to 
+recommend an attractive final dividend  
+to our shareholders and initiate a share 
+buy-back, while maintaining investment  
+in strategic areas. 
+Revenue for the year decreased by 5.7%, 
+of which 2.6% related to FX headwinds 
+and 3.1% underlying performance. 
+Underlying revenue was driven by  
+a decline in volume (-5.5% partially  
+offset by positive pricing of +2.3%). On a 
+reported basis, the Steel and Foundry 
+Division revenue decreased by 6.4%  
+and 3.8% respectively in the year. 
+We achieved a trading profit of £200.4m, 
+down 11.8% on a reported basis of which 
+6.7% was underlying and 5.1% related to 
+FX headwinds. Within the underlying profit 
+changes, there was a £48.4m decline due 
+to the drop-through from volume declines, 
+partially offset by a positive contribution  
+of £32.1m from net pricing, with the 
+remainder due to the impact of the 
+February 2023 cyber attack (£3.5m cost) 
+and other non-recurring one-off items 
+(£5.5m benefit), which largely arose in H2. 
+Return on sales of 10.4% was down 40bps 
+on an underlying basis. The reduction in 
+trading profit and Return on Sales is 
+primarily due to the drop-through  
+impact of volume declines.
+The pattern of trading in the year was 
+relatively strong in H1, while trading in  
+H2 was somewhat weaker, reflecting  
+both seasonality and weaker market 
+conditions, notably in Europe.
+The net impact of average 2023 exchange 
+rates compared to 2022 averages has 
+been a headwind of £12.5m at a trading 
+profit level, in particular, due to the 
+depreciation of the Turkish Lira, Indian 
+Rupee, Chinese Renminbi and the 
+Argentine Peso versus Sterling. Translated 
+at FX rates as at 28 February 2024,  
+FY23 revenue would be c. £1,875m  
+and trading profit would be c. £191m. 
+Investment in R&D is central to our strategy 
+of delivering market-leading product 
+technology and services to customers.  
+In 2023 we spent £37.4m on R&D activities 
+(2022: £35.9m), which represents 1.9% of 
+our revenue (2022: 1.8%).
+Net Interest cost for FY23 was broadly  
+flat year on year at £11.6m (2022: £11.4m), 
+reflecting both an increase in net interest 
+expense and interest income due to the 
+higher interest rate environment and  
+some small deposits held in high  
+inflation-rate countries.
+Profit from joint ventures and associates 
+was broadly flat year on year at £0.9m 
+(2022: £1.2m).
+Headline profit before tax (‘PBT’) was 
+£189.7m, down 12.6% versus last year on  
+a reported basis. Including amortisation 
+(£10.3m), PBT of £179.4m was 13.2%  
+lower than last year. 
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202330
+A key measure of tax performance is the 
+Headline Effective Tax Rate (‘ETR’), which 
+is calculated on the income tax associated 
+with headline performance, divided by the 
+headline profit before tax and before the 
+Group’s share of post-tax profit of joint 
+ventures. The Group’s headline ETR,  
+based on the income tax costs associated 
+with headline performance of £51.9m 
+(2022: £57.2m), was 27.5% (2022: 26.5%). 
+The Group’s total income tax costs for the 
+period include a credit within separately 
+reported items of £3.1m (2022: £39.1m) 
+which primarily relates to deferred tax  
+on intangible assets. 
+ A tax charge reflected in the Group 
+Statement of Comprehensive Income in 
+the year amounted to £2.0m (2022: £8.2m 
+charge) which primarily relates to tax on 
+net actuarial gains and losses on pensions.
+We expect the Group’s effective tax rate  
+on headline profit before tax and before 
+the share of post-tax profits from joint 
+ventures to be around 27.5%, dependent 
+on profit mix, in 2024.
+Non-controlling interests principally 
+comprise the minority holdings in Indian 
+subsidiaries for the Steel and Foundry 
+businesses. This increased to £12.1m in 
+2023 (2022: £7.4m) reflecting the strong 
+growth in profit in those subsidiaries.
+Headline EPS from continuing operations 
+at 46.7p was 11.9% lower on an underlying 
+basis than 2022, reflecting both the  
+lower profit and the higher level of 
+non-controlling interests. 
+Dividend
+The Board has recommended a final 
+dividend of 16.2 pence per share to be 
+paid, subject to shareholder approval,  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. When added to 
+the 2023 interim dividend of 6.8 pence  
+per share paid on 15 September 2023,  
+this represents a full-year dividend of  
+23.0 pence per share. The last date for 
+receipt of elections from shareholders  
+for the Vesuvius Dividend Reinvestment 
+Plan will be 9 May 2024.
+Cost-saving programme
+We have initiated an efficiency 
+programme to realise recurring savings  
+of £30m per annum by 2026, of which  
+c.£3m is expected to be delivered in 2024. 
+We expect to achieve a run-rate of 
+c.£10–15m savings by the end of 2024.  
+The programme costs are expected to  
+be c.£40m, estimated to be split 
+£30m/£10m to capex and operating 
+expense respectively, of which c.£6m  
+of operating expense is expected to be 
+incurred in 2024. Material restructuring 
+costs will be excluded from underlying 
+performance, allowing for a clear  
+measure of our operating performance.
+Financial review continued
+Cash flow and balance sheet
+Our cash management performance was 
+robust, achieving an 93% cash conversion 
+(2022: 82%), thanks to a good operational 
+performance and an inflow from trade 
+working capital, partially offset by a 
+continued investment in strategic capacity 
+expansion. As a result, we have reduced 
+our net debt position and maintained our 
+leverage ratio of net debt to EBITDA at 
+0.9x at 31 December 2023.
+We measure working capital both in terms 
+of actual cash flow movements, and as  
+a percentage of sales revenue. Trade 
+working capital as a percentage of sales  
+in 2023 improved to 23.4% (2022: 23.8%), 
+measured on a 12-month moving average 
+basis. In absolute terms on a constant 
+currency basis trade working capital 
+decreased by £20.9m in 2023 to £420.3m. 
+The reduction was principally due to  
+a fall in inventory days (from 89.9 to 88.9, 
+12m average, December 2022 to 2023), 
+broadly flat debtor days (78.0 to 77.6,  
+12m average, December 2022 to 2023) 
+and flat creditor days (64.9 days, 12m 
+average). The 12-month rolling average 
+measurement masks the phasing in the 
+year, with working capital peaking in  
+H1 and then falling progressively in  
+Q3 and Q4 as a percentage of revenue. 
+We intend to continue to reduce our 
+working capital intensity in 2024. 
+Free cash flow from continuing operations 
+was £128.2m in 2023 (2022: £123.1m).
+Capital expenditure
+Cash capital expenditure in 2023 was 
+£92.6m (2022: £89.2m) (£125.3m including 
+capitalised leases) of which £93.2m  
+was in the Steel Division (2022: £85.2m)  
+and £32.1m in the Foundry Division  
+(2022: £18.7m). Capital expenditure  
+on revenue-generating customer 
+installation assets, primarily in Steel, was 
+approximately £9m (2022: £8m) and we 
+spent c. £30m in 2023 on growth capex, 
+largely focused on expansion in Flow 
+Control worldwide and, more specifically, 
+in Asia for all three Business Units. Total 
+cash capex in 2024 is expected to be 
+c.£100m, of which growth capex is 
+expected to be c.£30–35m. Capital 
+expenditure will then revert to more 
+normalised levels from 2025 onwards.
+The Group had committed borrowing 
+facilities of £685.8m as of 31 December 
+2023 (2022: £721.9m), of which £333.4m 
+was undrawn (2022: £322.5m).
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Revenue
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 1,400.0 1,496.4 (42.0) 1,454.5 (6.4%) (3.7%)
+Foundry 529.8 551.0 (13.3) 537.7 (3.8%) (1.5%)
+Total Group 1,929.8 2,047.4 (55.3) 1,992.1 (5.7%) (3.1%)
+Trading profit
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 147.6 172.7 (9.6) 163.2 (14.6%) (9.6%)
+Foundry 52.8 54.5 (3.0) 51.5 (3.1%) 2.5%
+Total Group 200.4 227.2 (12.5) 214.7 (11.8%) (6.7%)
+Return on sales
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 10.5% 11.5% 11.2% (100bps) (70bps)
+Foundry 10.0% 9.9% 9.6% +10bps +40bps
+Total Group 10.4% 11.1% 10.8% (70bps) (40bps)
+The secret transportation is an "airplane".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_33.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_33.txt
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+31Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Net debt
+Net debt on 31 December 2023 was 
+£237.5m, a £17.5m decrease from 
+£255.0m on 31 December 2022, due to 
+significant free cash flow partially offset by 
+a return to shareholders of £63.8m by way 
+of dividends and share buyback, by right 
+of use asset additions of £31.2m and by  
+a foreign exchange adjustment of £11.3m.
+At the end of 2023, the net debt to EBITDA 
+ratio was 0.9x (2022: 0.9x) and EBITDA to 
+interest was 31.5x (2022: 29.8x). These 
+ratios are monitored regularly to ensure 
+that the Group has sufficient financing 
+available to run the business and fund 
+future growth.
+The Group’s debt facilities have two 
+financial covenants: the ratios of net debt 
+to EBITDA (maximum 3.25x limit) and 
+EBITDA to interest (minimum 4x limit). 
+Certain adjustments are made to the net 
+debt calculations for bank covenant 
+purposes, the most significant of which  
+is to exclude the impact of IFRS 16.
+Return on invested capital (ROIC)
+Our ROIC for 2023 was 8.9% (2022: 
+10.7%). Excluding goodwill on our balance 
+sheet from the acquisition of Foseco in 
+2008, ROIC for 2023 would be 14.3%. 
+ROIC is our key measure of return from  
+the Group’s invested capital, calculated  
+as trading profit less amortisation of 
+acquired intangibles plus share of post-tax 
+profit of joint ventures and associates for 
+the previous 12 months after tax, divided 
+by the average (being the average of  
+the opening and closing balance sheet) 
+invested capital (defined as: total assets 
+excluding cash plus non-interest-bearing 
+liabilities), at the average foreign 
+exchange rate for the year).
+Pensions
+The Group has a limited number of 
+historical defined benefit plans located 
+mainly in the UK, USA, Germany and 
+Belgium. The main plans in the UK and 
+USA are closed to further benefits accrual. 
+All of the liabilities in the UK were insured 
+following a buy-in agreement with Pension 
+Insurance Corporation plc (‘PIC’) in 2021. 
+This buy-in agreement secured an 
+insurance asset from PIC that matches the 
+remaining pension liabilities of the UK 
+Plan, with the result that the Company no 
+longer bears any investment, longevity, 
+interest rate or inflation risks in respect  
+of the UK Plan.
+The Group’s net pension liability  
+at 31 December 2023 was £46.3m  
+(2022: £56.1m liability).
+Financial Risk Factors 
+The Group’s approach to risk 
+management, including the mitigations  
+in place for our principal risks, is detailed 
+on pages 77 and 78. We consider the main 
+financial risk faced by the Group to be a 
+material business interruption incident 
+leading to reduced revenue and profit.  
+We also manage broad financial risks  
+such as cost inflation, bank financing and 
+capital market activity and to a lesser 
+extent foreign exchange and interest rate 
+movements (see Note 24 to the Group 
+Financial Statements). We mitigate 
+liquidity risk by financing using both the 
+bank and private placement debt markets 
+and we mitigate refinancing risk by 
+seeking to avoid a concentration of debt 
+maturities in any one calendar year.
+Mark Collis
+Chief Financial Officer 
+28 February 2024
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_34.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_34.txt
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+Progress on our Sustainability roadmap
+This Non-Financial and Sustainability 
+Information Statement provides 
+information on the Group’s activities 
+and policies in respect of:
+Environmental matters 
+Our planet p39-55 
+Climate-related reporting
+TCFD p36-55 
+The Company’s employees 
+Our people p58-63 
+Social matters 
+Our communities p64-67 
+Respect for human rights
+Our communities p64 
+Anti-corruption and anti-bribery matters 
+Our communities p65 
+This statement also details, where 
+relevant, the due diligence processes 
+implemented by the Company in 
+pursuance of these policies.
+Further information, disclosed in  
+other sections of the Strategic Report  
+is incorporated into this statement  
+by reference including:
+Information on the Group’s principal risks
+Details of the Group’s principal risks relating 
+to these non-financial and sustainability 
+matters are detailed in the Group’s schedule 
+of principal risks and uncertainties.
+p77-78  
+Risk, viability and  
+going concern p72-78  
+Details of the Group’s  
+business model p20-21  
+Details of the Group’s 
+non-financial KPIs p35  
+Non-Financial and Sustainability 
+Information Statement 
+Every day we focus on improving the sustainability  
+of our operations and help our customers improve the safety,  
+energy efficiency, yield and reliability of their processes 
+Vesuvius’ sustainability strategy  
+brings together all our environmental, 
+social and governance initiatives  
+into one coordinated programme.  
+The strategy is built on four pillars:  
+our planet, our customers, our people  
+and our communities.
+Our Sustainability key priorities
+We have set out four key sustainability 
+strategic priorities. Targets for three  
+of these are embedded into our 
+management incentive arrangements.
+1  
+Become a zero - accident company 
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. We were pleased to see continued 
+progress with the reduction of our Lost 
+Time Injury Frequency Rate (LTIFR) in 
+2023, recording a rate of 0.6 per million 
+hours worked in 2023 which was 
+significantly lower than 2022 (1.1). 
+However, there were two serious incidents 
+involving not directly supervised 
+contractors in 2023, and the LTIFR for  
+not directly supervised contractors and 
+visitors increased to 1.6 in 2023 (versus  
+1.0 in 2022). The safety of contractors 
+working on Vesuvius’ sites remains  
+a key area of focus for the Group. 
+2  
+Reach net zero CO2e emissions  
+by 2050 (Scope 1 and Scope 2)
+Between 2019 and 2023, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%, vs a target  
+of 20% by 2025. However, this number  
+is skewed by the Group’s reduction in  
+the production of dolime during 2023,  
+as a result of the temporary closure of  
+one of our rotary kilns. If the kiln had  
+been operating normally throughout the 
+year, the pro forma 2023 CO2e emission 
+intensity would have been 20.2% lower 
+than in 2019. 
+We have made considerable progress  
+in energy conservation, with our 
+conservation plan now in its third cycle  
+of improvement. During 2024, we will 
+continue to focus on further improvements, 
+including modernising and upgrading 
+equipment to reduce our energy 
+consumption, and replacing high  
+CO2e emission electricity (generated  
+from coal) with greener electricity or  
+other sources of energy.
+3  
+ Help our customers reduce their  
+CO2 emissions
+We help our customers improve the 
+performance of their casting operations, 
+thereby increasing the energy efficiency  
+of their entire process.
+In 2023, 83% of ongoing new product 
+development projects were dedicated  
+to market-leading sustainable products.
+Vesuvius plc Annual Report and Financial Statements 202332
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,79 @@
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. 
+ 
+ 
+We are very proud of our progress to date, 
+as exemplified by the external recognition 
+of the following rating agencies:
+We commit to:
+ – Minimise direct and indirect CO2 and other 
+greenhouse gas emissions, by reducing the 
+energy intensity of our business and using 
+cleaner energy sources
+ – Minimise the consumption of water  
+and other resources
+ – Reduce waste at source and  
+during production
+ – Increase the usage of recycled materials  
+and promote the development of the  
+circular economy
+ – Minimise any pollution or releases of 
+substances which could adversely affect 
+humans or the environment
+ – Avoid negative impacts on biodiversity
+See the full policy on www.vesuvius.com  
+for further details.
+External reporting & recognition
+Vesuvius’ Environmental Policy
+AA
+2023
+A-
+4  
+ Improve gender diversity at every level 
+of the Company
+Women now represent 20% of our  
+Senior Leadership Group (2022: 20%) 
+which is a level that we consider is still  
+too low, but which represents a significant 
+improvement as compared with the level 
+of 15% in 2019. 
+Our ambition remains to reach 25% by  
+the end of 2025, though we see this as a 
+challenging target given the relatively low 
+attractiveness of our industry to female 
+entrants. To meet this challenge we are 
+placing greater emphasis on developing 
+an internal pipeline of female talent. 
+External reporting 
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. We are very proud  
+of our progress to date and of the  
+recognition we have received from  
+leading rating agencies. 
+Future reporting requirements
+We are monitoring the introduction of  
+ISSB standards in the UK and going 
+forward our reporting will reflect changes 
+in the regulatory landscape. We have also 
+started work on ensuring we have systems 
+in place to comply with the European 
+Union’s CSRD requirements, which will  
+be applicable to Vesuvius plc in 2029 and 
+applicable to a number of our European 
+subsidiaries in 2026. In 2024, we intend  
+to carry out a gap assessment between 
+our 2023 sustainability disclosures and  
+the CSRD requirements, and build 
+adequate plans. 
+2023 Reporting parameters
+During 2023, our production of dolime was considerably reduced, following an incident which incapacitated  
+one of our rotary kilns in January. As dolime production is the largest contributor to the Group’s CO2 emissions,  
+the change in product mix skews environmental performance comparisons with prior years and with the 2025 
+target. In this report, we have therefore reported some pro forma numbers (as if the dolime process had been 
+operating normally) to preserve meaningful comparability.
+33Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Creating a better tomorrow  
+for our planet, our customers,  
+our people and our communities
+Our sustainability strategy and objectives
+Our communities
+ – To support the communities  
+in which we operate, with  
+a focus on promoting and 
+supporting women’s education  
+in scientific fields
+ – To ensure ethical business  
+conduct both internally and  
+with our trading partners
+ – To extend our sustainability 
+commitment to our suppliers  
+and encourage them to progress
+Our planet 
+ – To tackle climate change by 
+reducing our CO2e emissions and 
+helping our customers reduce 
+theirs with our products and 
+services. We are committed  
+to reaching a net zero carbon 
+footprint at the latest by 2050
+ – To engage in the circular economy 
+by reducing our waste, recovering 
+more of our products after they 
+have been used and increasing  
+the usage of recycled materials
+Our people
+ – To ensure the safety of our people 
+and everyone else who accesses 
+our sites. This is our first priority. 
+We take safety very seriously and 
+are constantly striving to improve
+ – To offer growth opportunities  
+to all our employees through 
+training and career progression  
+to develop diverse, engaged  
+and high-performing teams
+Our customers
+ – To support our customers’  
+efforts to improve safety on  
+the shop floor, especially  
+exposure to hot metal
+ – To help customers improve  
+their operational performance 
+and thereby reduce their 
+environmental footprint, and 
+especially their CO2 emissions
+We create innovative solutions that  
+help our customers improve their safety  
+and quality performance, reduce their 
+environmental footprint, become  
+more efficient in their processes,  
+and reduce costs. We work in close 
+partnership with the most advanced 
+steel-makers to develop the refractory 
+products for the green steel-making  
+and casting processes of the future. 
+We aim to deliver sustainable, profitable 
+growth to provide our shareholders with  
+a superior return on their investment,  
+whilst providing our employees with a safe 
+workplace where they are recognised, 
+developed and properly rewarded. 
+Our Sustainability initiative sets out the 
+Group’s formal objectives and targets for 
+supporting our customers, our employees 
+and our communities, and for protecting 
+our planet for future generations. It is 
+embedded in the Group’s overall strategy 
+and informs how we deliver on our 
+strategic priorities.
+The Board has identified nine significant 
+non-financial KPIs for the business, 
+covering the Group’s main Sustainability 
+objectives. These KPIs were defined when 
+the sustainability strategy was launched  
+in 2020. Most targets associated with the 
+KPIs have a deadline in 2025. Focus on 
+these KPIs has been maintained in the 
+following years. In 2024, we will begin work 
+on selecting the 2030 targets and KPIs.
+p39 
+p58  p64 
+p56 
+Our planet Our customers Our people Our communities
+Vesuvius plc Annual Report and Financial Statements 202334
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,116 @@
+The Group’s non-financial KPIs cover the Group’s main Sustainability objectives. We have set stretching targets for the Group’s 
+sustainability KPIs to reach within set time frames. These are set out in the table below. 
+Strategic Value 
+alignment KPI Measure Target
+2023 progress  
+vs plan1 2023 progress Link to remuneration
+Safety
+ p21
+Safety Lost Time Injury  
+Frequency Rate 
+<1
+0.60
+ Vesuvius  
+Share Plan –  
+Read more about 
+this on p123 –128
+Sustainability
+ p21
+Energy 
+intensity
+By 2025, reduce energy 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-10%
+-7. 2%
+ 1,2,3
+CO2e 
+emission 
+intensity
+By 2025, reduce Scope 1 
+and Scope 2 CO2e emission 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-20%
+-20.2%
+1,2,3  Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Wastewater By 2025, reduce wastewater  
+per metric tonne of product 
+packed for shipment (vs 201 9)
+-25%
+-11. 6%
+1,2,3
+Solid waste By 2025, reduce solid waste 
+(hazardous and sent to 
+landfill) per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-25%
+-19.7%
+1,2,3
+Recycled 
+material
+By 2025, increase the 
+proportion of recycled 
+materials from external 
+sources used in production
+7%
+5.7%
+1,2,3
+Rewarding 
+careers 
+ p21
+Gender 
+diversity 
+By 2025, increase female 
+representation in the  
+Senior Leadership Group 
+(approx. 150 top managers)
+25%
+20%
+ Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Compliance 
+training 
+Increase the percentage of 
+targeted staff who complete 
+anti-bribery and corruption 
+training annually
+90%
+100%
+Quality
+ p21
+Supply 
+chain
+By the end of 2023, conduct 
+sustainability assessments of 
+our raw materials suppliers  
+(as a percentage of Group  
+raw material spend)
+50%
+52%
+Progress on our Sustainability targets
+Behind plan On plan Ahead of schedule Target achieved
+Progress key
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd ). 
+2.  Pro forma: performance as if the dolime process had been operating normally in 2023.
+3.  Actual Group performance for 2023, with actual dolime production: Energy intensity -14.6%, CO2e emission intensity -45.5%, Wastewater -4.0%, Solid waste -13.4%, 
+Recycled material 6.5%.
+ Details of the Group’s Financial KPIs can be found on page 28.
+During 2023, our production of dolime was considerably reduced, following an incident in January which incapacitated one of our rotary kilns. As dolime production is  
+a major contributor to the Group’s tonnage and CO2 emissions, the change in product mix skews environmental performance comparisons both with prior years and  
+with the 2025 target. The table below therefore contains pro forma performance figures as if the dolime process had been operating normally to preserve meaningful 
+comparability. The actual figures are set out in a footnote to the table.
+35Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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--- /dev/null
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@@ -0,0 +1,153 @@
+Task Force on Climate-related Financial Disclosures
+The disclosures included in this Annual  
+Report are consistent with the Task  
+Force on Climate-related Financial 
+Disclosures (TCFD) Recommendations 
+and Recommended Disclosures, and have 
+been prepared taking into account the 
+Guidance for all sectors. The disclosure  
+is also in accordance with FCA Listing  
+Rule requirements.
+This section provides the relevant 
+disclosures or otherwise provides 
+cross-references, in the table below,  
+for where the disclosures are located 
+elsewhere in the Annual Report. 
+In preparing this TCFD disclosure we 
+considered recent developments in  
+global affairs and macro trends, such as:
+ – The acceleration of the growth of the 
+electric vehicle market (and consequently 
+the faster peak and decline of the hybrid 
+vehicle market)
+ – The energy crisis and price gaps that 
+appeared between regions, and at the 
+same time, the rapid reduction of the 
+cost per installed kWh of renewable 
+energy and associated massive 
+investments plans
+ – The development and implementation of 
+policies in all regions aimed at accelerating 
+the transition to renewable sources of 
+energy and the decarbonisation of industry
+We concluded that the underlying 
+assumptions and drivers of our scenario 
+analysis, and the risks and opportunities 
+that we have identified, do not require  
+any significant modification this year. 
+We are aware of a growing acceptance 
+that the 1.5°C global warming ambition 
+will not be met, which supports the 
+assumption in our scenario plans that  
+the most optimistic scenario is a 2°C 
+increase in global warming.
+Topic Disclosure summary Vesuvius disclosure
+Governance Disclose the 
+organisation’s 
+governance 
+around climate-
+related risks and 
+opportunities.
+a  Describe the Board’s oversight of  
+climate-related risks and opportunities.
+Sustainability: TCFD
+Risk, viability and going concern
+Directors’ Remuneration Report 
+p37  
+p72-78 
+p10 8-135 
+b  Describe management’s role in assessing  
+and managing climate-related risks  
+and opportunities.
+Sustainability: TCFD 
+Risk, viability and going concern
+p37-40 
+p72-78 
+Strategy Disclose the 
+actual and 
+potential impacts 
+of climate- 
+related risks and 
+opportunities on 
+the organisation’s 
+businesses, 
+strategy, and 
+financial planning 
+where such 
+information  
+is material.
+a  Describe the climate-related risks and 
+opportunities the organisation has identified  
+over the short, medium and long term.
+Sustainability: Our planet p39-43 
+b  Describe the impact of climate-related  
+risks and opportunities on the  
+organisation’s businesses, strategy  
+and financial planning.
+Sustainability: Our planet
+Our external environment
+Sustainability: Our customers
+p39-53 
+p10 -13 
+p56-57 
+c  Describe the resilience of the organisation’s 
+strategy, taking into consideration different 
+climate-related scenarios, including  
+a 2°C or lower scenario.
+Sustainability: Our planet p44-46 
+Risk  
+management
+Disclose how  
+the organisation  
+identifies, 
+assesses  
+and manages  
+climate- 
+related risks.
+a  Describe the organisation’s processes  
+for identifying and assessing  
+climate-related risks.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+b  Describe the organisation’s processes  
+for managing climate-related risks.
+Sustainability: Our planet
+Risk, viability and going concern
+p39-43 
+p74 
+c  Describe how processes for identifying, assessing 
+and managing climate-related risks are integrated 
+into the organisation’s overall risk management.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+Metrics and 
+targets
+Disclose the 
+metrics and 
+targets used  
+to assess and 
+manage relevant 
+climate-related 
+risks and 
+opportunities 
+where such 
+information  
+is material.
+a  Disclose the metrics used by the organisation to 
+assess climate-related risks and opportunities in 
+line with its strategy and risk management process.
+Sustainability p35 and 41 
+b  Disclose Scope 1, Scope 2 and, if appropriate, 
+Scope 3 GHG emissions, and the related risks.
+Sustainability: Our planet p50-53 
+c  Describe the targets used by the organisation to 
+manage climate-related risks and opportunities 
+and performance against targets.
+Sustainability: Our planet p35 and
+p50-55 
+Vesuvius plc Annual Report and Financial Statements 202336
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Chief Executive
+Is ultimately responsible 
+for the delivery of the 
+Sustainability initiative
+Sustainability governance structure 
+In 2023, the governance structure for  
+the oversight of sustainability and climate 
+change matters, and their associated 
+areas of focus remained the same as  
+in previous years.
+Board oversight
+The Board holds overall accountability 
+and oversight for all matters related to 
+sustainability and the management of  
+all risks and opportunities, including the 
+impact of climate change on the Group.  
+In setting the Group’s strategy it ensures 
+that sustainability is embedded at the 
+heart of the Group and is reflected in the 
+operational plans of each Business Unit. 
+The Board formally reviews all significant 
+sustainability programmes.
+The Board’s oversight of the Group’s 
+response to climate change is integrated 
+into both its monitoring of the Group’s 
+broader sustainability strategy and 
+initiatives, and its approach to significant 
+capital and other investments. The  
+Board formally discusses the Group’s 
+Sustainability initiative at least twice  
+per year. 
+It sets the Group’s priorities and targets, 
+and reviews the Group’s performance and 
+progress against them. It also monitors  
+the Group’s external ESG ratings. 
+The Board has undertaken a detailed 
+assessment of the Group’s climate-related 
+risks and opportunities, including the 
+Group’s physical and transition risks.  
+It has also considered the formulation  
+of the three different climate-related 
+scenarios constructed to assess the 
+potential financial implications of climate 
+change and assessed the impact of 
+climate-related risks and opportunities  
+on the Group’s strategy.
+The Group’s Audit Committee supports  
+the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process, and reviewing  
+the Group’s TCFD reporting and the 
+assessment of performance against 
+targets. As the Executive Director with  
+key responsibility for the delivery of the 
+Group’s strategy, our Chief Executive, 
+Patrick André, is ultimately responsible  
+for the Sustainability initiative.
+Our Sustainability governance
+Board
+ – Holds accountability and oversight for all matters 
+related to sustainability
+ – Oversees the definition of the sustainability strategy 
+and initiatives
+ – Sets the main targets, reviews performance  
+and progress
+Audit Committee
+ – Supports the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process 
+ – Reviews the Group’s TCFD reporting and 
+assessment of performance against targets
+Remuneration Committee
+ – Supports the Sustainability objectives through the 
+alignment of the Group’s remuneration strategy
+Group Executive Committee
+Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,  
+Business Unit Presidents
+ – Approves Group sustainability-related policies
+ – Receives reports from the VP Sustainability on the 
+Sustainability initiative
+ – Is responsible for the progress of the Group against 
+ its sustainability objectives
+BU Presidents
+ – Incorporate Group sustainability strategy into  
+their BU strategy
+ – Communicate targets inside their organisations
+ – Allocate resources, define and implement plans
+Sustainability Council
+Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, 
+Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three Regional Business Unit VPs
+ – Oversees the Group’s sustainability activity
+ – Monitors progress on metrics and targets
+ – Assists the Group in assessing the implications of  
+long-term climate-related risks and opportunities, 
+elaborating strategy and setting priorities
+VP Sustainability
+ – Leads the Group’s sustainability activities, 
+coordinating the work of the Sustainability Council
+ – Ensures the Group has a clear set of KPIs and  
+collates data
+ – Organises Group-wide communication
+ – Leads external reporting and disclosures
+37Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #4 is a "horse".
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@@ -0,0 +1,14 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
+The secret fruit is a "grape".
\ No newline at end of file
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@@ -0,0 +1,114 @@
+The Remuneration Committee supports 
+the Group’s Sustainability initiative and 
+climate-change-related objectives, 
+through the alignment of the Group’s 
+remuneration strategy. All Business Unit 
+Presidents and each of the regional 
+Business Unit Vice Presidents have a part 
+of their annual incentive compensation 
+tied to performance targets on CO2e 
+emissions reduction. In addition, the 
+Executive Directors and other members  
+of the Group Executive Committee 
+participate in the Group’s Long-Term 
+Incentive Plan, with the vesting of 20%  
+of each award based on three ESG 
+measures, focused on:
+ – Reduction of the Lost Time Injury 
+Frequency Rate;
+ – Reduction of the Group’s Scope 1  
+and 2 CO2e emissions; and
+ – Improvement in the gender 
+representation in the Senior  
+Leadership Group.
+Management assessment and oversight
+The Vesuvius Sustainability Council  
+is chaired by the Chief Executive,  
+and comprises the Group Executive 
+Committee, VP Sustainability, regional 
+Vice Presidents from each Business  
+Unit, Head of Strategy, Head of 
+Communication and Employee 
+Engagement, Head of Investor Relations 
+and Vice Presidents of the Operations.
+It meets on a quarterly basis and oversees 
+the Group’s sustainability activities, 
+especially related to climate change, 
+monitors progress against our targets,  
+and assists the Board with identifying and 
+assessing the implications of long-term 
+climate-related risks and opportunities, 
+elaborating sustainability strategy,  
+and setting priorities. The Council  
+reports to the Board twice per year. 
+The VP Sustainability leads the Group’s 
+sustainability activities, coordinating the 
+work of the Sustainability Council including 
+the Group’s assessment of climate change 
+risks and opportunities and formulation  
+of climate-related scenarios. He is also 
+responsible for the collation of data to 
+assess the Group’s performance against its 
+sustainability targets and KPIs, producing 
+quarterly performance reports, managing 
+Group-wide communications, and leading 
+external reporting and disclosures.
+Responsibility for the progress of the 
+Group against its sustainability objectives 
+lies with the Group Executive Committee 
+and, operationally, each Business  
+Unit President. These BU Presidents,  
+along with the Regional BU VPs, ensure  
+the Group sustainability strategy is 
+reflected in each BU’s strategy, 
+communicating the sustainability  
+targets inside their organisations and 
+implementing plans – including overseeing 
+resources and capital allocation, and 
+selecting R&D priorities – to achieve these 
+targets and address the climate-related 
+risks and opportunities.
+Scope 1, 2 and 3 CO2 and  
+CO2e emissions
+Scope 1 covers emissions from fuels 
+used in our factories and offices, 
+fugitive emissions and non-fuel  
+process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of 
+electricity, heat, steam and hot water 
+we purchase to supply our offices  
+and factories.
+Scope 3 includes all other indirect 
+emissions that occur in the  
+Company’s value chain.
+Task Force on Climate-related Financial Disclosures continued
+The VP Sustainability is responsible for 
+overseeing reporting on the Group’s 
+sustainability matters and metrics. Formal 
+channels for reporting a range of data 
+points are embedded in the organisation. 
+Escalation mechanisms, routine reviews, 
+and internal controls such as auditing  
+and due diligence are in place to  
+ensure transparency, consistency  
+and completeness of information. For  
+certain topics these are supported by 
+independent third-party verification. 
+Our Sustainability Council and VP 
+Sustainability ensure that we have  
+a clear set of KPIs and targets to  
+track the Group’s progress.
+Vesuvius plc Annual Report and Financial Statements 202338
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Our Sustainability initiative focuses on 
+our most significant sustainability issues 
+and opportunities. These are defined 
+by our ongoing materiality assessment, 
+which identifies and prioritises issues 
+based on two dimensions: the impact  
+or likely impact of Vesuvius on society 
+and the environment, and the impact 
+on Vesuvius’ business, creating financial 
+risks and opportunities for Vesuvius.
+Vesuvius materiality assessment
\ No newline at end of file
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+Tackling climate change 
+Tackling climate change continuedTackling climate change continued
+We are committed to reducing our environmental footprint by reaching net zero greenhouse  
+gas emissions by 2050 at the latest and helping our customers reduce their emissions through  
+improvements in the efficiency of their operations.
+ Supporting policy development
+Vesuvius supports the Paris Agreement’s 
+central aim, to strengthen the global 
+response to the threat of climate change 
+by keeping a global temperature  
+rise this century well below 2°C above 
+pre-industrial levels, and pursuing efforts 
+to limit the temperature increase even 
+further to 1.5°C, via the implementation  
+of its Roadmap to Net Zero.
+As the world transitions to a low-carbon 
+global economy, Vesuvius supports the  
+call for policymakers to:
+ – Build a level global playing field, 
+including carbon border adjustment 
+mechanisms, and robust and predictable 
+carbon pricing for companies.  
+This will strengthen incentives to  
+invest in sustainable technologies  
+and to change behaviours
+ – Develop the necessary energy 
+production and distribution 
+infrastructure to provide access to 
+abundant and affordable clean energy
+Reducing our impact
+Vesuvius actively participates in measures 
+to tackle climate change by working to 
+reduce the CO2e emissions of all of our 
+operations and the quantity of raw 
+materials used, alongside helping  
+our customers to reduce their own  
+CO2 footprint through the use of our  
+products and services. Vesuvius also 
+embraces society’s expectations for 
+greater transparency around 
+environmental reporting.
+Supporting our customers
+According to estimates from the World 
+Steel Association (WSA), the steel industry 
+generates between 7% and 9% of global 
+direct emissions from the use of fossil  
+fuels, and it estimates that on average, 
+1.91 metric tonnes of CO2 are emitted  
+for every tonne of steel produced. 
+The iron and steel industries are taking 
+action to address the decarbonisation 
+challenge, and we are supporting them, 
+working in partnership with them to 
+develop more sustainable solutions. 
+With around 10kg of refractory material 
+required per tonne of steel produced, the 
+careful selection and use of energy-saving 
+refractories can beneficially impact  
+the net emission of CO2 in the steel 
+manufacturing process. In the foundry 
+process, the amount of metal melted 
+versus the amount sold as finished castings 
+is the critical factor impacting a foundry’s 
+environmental efficiency. Vesuvius 
+continuously works with its customers  
+to increase this metal yield.
+Climate-change-related risks  
+and opportunities
+The actions being taken by governments 
+and societies around the world to  
+mitigate climate change, and the  
+changes in temperature and weather 
+patterns resulting from it, present both 
+opportunities and risks to Vesuvius. In its 
+broadest context, we believe that the  
+need for climate change initiatives will 
+create ever greater opportunities for  
+the Group to support our customers –  
+to improve their efficiency and reduce  
+their environmental impact. 
+Methodology
+Each year the Group undertakes a robust 
+assessment of the principal and emerging 
+risks which could have a material impact 
+on the Group; this assessment covers  
+all of Vesuvius’ operations. A number of 
+sustainability risks are recorded in this 
+analysis (see the Risk, viability and  
+going concern section on pages 72-78 
+of our Annual Report). 
+In line with the recommendations  
+of TCFD, Vesuvius also undertakes  
+a review of the key climate-related 
+opportunities and risks that we foresee 
+impacting the Group over the short, 
+medium and long term. 
+The Board has considered the significance 
+of climate-related risks in relation to  
+risks identified in the standard risk 
+management process. Climate-related 
+risks are reviewed every six months by  
+the GEC, and subsequently by the Board, 
+as part of the Group’s standard risk 
+management process, to ensure the 
+register reflects any material changes in 
+the operating environment and business 
+strategy, and to ensure that the 
+management of climate-related risks  
+is integrated into our overall principal  
+risk management framework.
+The Business Units factor climate-change 
+risks and opportunities into their business 
+planning processes, assessing the 
+long-term impacts on profitability  
+of both the risks and opportunities. 
+Our planet
+Vesuvius recognises the urgency of tackling climate 
+change, the finite nature of most natural resources, 
+and the obligation we have to preserve the 
+environment for future generations. By their very 
+nature, refractory products help our customers to 
+reduce heat loss and the energy consumption of their 
+processes. We are committed to making a strong 
+contribution to the reduction of their greenhouse gas 
+emissions. We also want to grow our engagement in 
+the circular economy by extending the lifetime of  
+our products, recovering and recycling more of our 
+products after they have been used, and increasing 
+the proportion of recycled materials in our recipes. 
+Environmental compliance at our sites, reduction in 
+waste and increased recycling are key to Vesuvius’ 
+operations and can be a significant differentiator  
+for our business
+39Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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@@ -0,0 +1,117 @@
+Tackling climate change continued
+Physical risks and business continuity
+Thanks to significant restructuring  
+carried out over the past six years, Vesuvius 
+now operates in a resilient and optimised 
+global footprint. None of our manufacturing 
+sites contribute directly or indirectly to more 
+than 10% of our revenue and a significant 
+amount of redundancy for most product 
+lines remains, providing backup in case of 
+local disruption and ensuring continuity  
+of supply for our customers.
+Vesuvius operates in 55 manufacturing 
+sites and six R&D centres of excellence 
+located in 26 countries. From time to time 
+our operations can be subject to physical 
+damage driven by weather events, such  
+as severe storms and flooding, water 
+shortages or wildfires, whose frequency 
+and intensity may be exacerbated by 
+climate change. Such events may also 
+impact the manufacturing capabilities of 
+our customers and suppliers, and impact 
+our supply chain logistics. 
+Sites are routinely audited by our insurers 
+and our external risk specialist. Their reports 
+are combined with water stress analyses 
+(based on the Aqueduct water risk atlas) and 
+our history of events, to create a physical  
+and weather event risks map, indicating our 
+manufacturing and R&D sites’ susceptibility 
+to physical risks arising from climate change. 
+In 2023, we continued updating our  
+risk map based on professional risk 
+engineering surveys. Thirty sites were 
+identified as being high risk for at least one 
+type of weather event (flooding, hailstorm, 
+lightning, storms, tornadoes and wildfires), 
+and four are located in areas of very high 
+water stress. None of our sites were 
+materially affected by any major weather 
+event in 2023 (no disruption to customers 
+and no insurance claims made).
+We anticipate that the occurrence of 
+adverse weather events will continue to 
+increase, and we therefore manage our 
+business to prepare for them and mitigate 
+their impact when they do occur. 
+Local and product line business  
+continuity plans are maintained by our 
+manufacturing sites and are regularly 
+reviewed. Vesuvius sites maintain and 
+exercise emergency plans to deal with  
+such events as part of their normal risk 
+management and business continuity 
+processes. Exercises and drills are 
+organised covering IT disaster recovery, 
+fire, explosion, weather and geophysical 
+events, and our processes are improved 
+based on the lessons learned.
+The assessment of physical risks and 
+business continuity has been focused 
+primarily on our footprint. In coming years, 
+we will seek to extend this assessment  
+to our customer and supplier base.
+Sites with the highest exposure to water stress or weather events 
+Country Site
+Water stress  
+(very high)
+Flood –  
+water bodies
+Flood – 
+precipitation Hailstorm Lightning
+Wind –  
+tropical 
+storms
+Wind –  
+extra  
+tropical 
+storms Tornado Wildfire
+Australia Port Kembla
+Belgium Ostend
+Brazil Piedade
+Resende
+São Paulo
+China Anshan
+Changshu
+Wuhan
+Yingkou BMC
+Yingkou BRC
+Czech Trinec
+India Kolkata
+Mehsana
+Puducherry
+Pune
+Visag (VP, VS)
+Indonesia Jakarta Timur
+Italy Muggio
+Japan Toyokawa
+Malaysia Pelubhan Klang
+Mexico Monterrey
+Ramos Arzipe
+Netherlands Hengelo
+Poland Skawina
+South Africa Johannesburg
+Taiwan Ping Tung
+UK Tamwor th
+USA Champaign
+Charleston
+Chicago Heights
+Conneaut
+Coraopolis
+Wampum
+Wurtland
+Highest exposure to weather events based on risk evaluations by insurance and Aqueduct water risk atlas.
+Vesuvius plc Annual Report and Financial Statements 202340
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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@@ -0,0 +1,88 @@
+Climate-related risks and 
+opportunities analysis
+The fight against climate change 
+continues to require higher-technology 
+steel and larger, more complex castings. 
+Wind and solar energy production 
+capacity are both considerably more 
+steel-intensive than fossil fuel power 
+stations, and these are both set to grow 
+considerably. Allied to this, the steel-
+making process is itself decarbonising 
+thanks to efforts to improve the 
+performance of existing assets,  
+and the shift from blast furnaces  
+to electric arc furnaces. 
+Our products are useful for low-carbon 
+applications as well as the more traditional 
+ones. No alternative to iron and steel,  
+with the ability to offer the same range  
+of properties and applications at 
+comparable scales and costs, is envisaged 
+in the foreseeable future. The technology 
+transition required to decarbonise the  
+iron and steel industry will not render our 
+products obsolete. More than 70% of our 
+revenue in steel is generated at the ladle 
+and caster stages of the steelmaking 
+process, which will be unaffected by  
+the changes. Other steps of the iron  
+and steel-making process will continue  
+to require refractory materials.
+Transition risks
+We believe that the main climate change 
+transition risks facing the Group relate to: 
+1
+The potential for carbon taxing or 
+emissions rights trading schemes to  
+be introduced or increased, in Europe and 
+the US, but not uniformly in other regions, 
+without effective border adjustment 
+mechanisms to accompany them; and 
+2
+The rapid transition from iron to aluminium 
+for light vehicle castings.
+An increase in the cost of carbon emissions 
+would affect our manufacturing costs.  
+We are addressing this through our energy 
+efficiency improvement initiatives and 
+conversion to non-fossil fuels wherever 
+possible. Long-lasting energy price 
+increases and significant differences 
+between Europe and other regions  
+would further exacerbate this risk, 
+affecting our customers’ manufacturing 
+footprint and our own.
+A very rapid transition from iron to 
+aluminium for light vehicle castings would 
+affect our revenue in the iron castings 
+market. We expect this to be compensated 
+for by increased sales for aluminium 
+castings, growing sales of products for 
+thin-section automotive component iron 
+castings and turbo-charger castings for 
+hybrid vehicles.
+Climate-change-related metrics
+We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and 
+identified risks and opportunities, and monitor the progress of actions. Some of the main metrics are listed in the table below:
+External metrics
+ – projected CAGR of the high-technology steel segment +2.7% between 2022 and 2032  
+(vs 0.5% for commodity steel)
+ – projected CAGR of the wind turbine market 13% ( between 2023 and 2030)
+ – projected CAGR of the electric vehicle market 24% (between 2020 and 2030)
+ – projected CAGR of the hybrid vehicle market 14% (between 2020 and 2030)
+ – projected CAGR of the internal combustion engine vehicle market -4% (between 2020 and 2030)
+ – projected CAGR of the EAF market 3.6% (between 2022 and 2028)
+Internal metrics
+ – Steel sales into the EAF market 29% in 2023
+ – percentage of Flow Control sales from high-technology steel 58% in 2023
+ – percentage of Foundry sales into non-ferrous markets 19% in 2023
+ – percentage of sales realised with products which didn’t exist five years ago 18% in 2023
+ – energy intensity (kWh per kg product packed for shipment) 7.2% reduction in 2023 vs 2019 baseline
+ – R&D spend +8% p.a. from 2020 to 2023
+ – number of sites at high risk of water stress or at least one type of weather event 34 in 2023
+ – number of sites with negative or poor risk ratings from the insurance  
+loss prevention risk evaluation
+8 in 2023
+41Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+Climate-related risks and 
+opportunities analysis
+Vesuvius considers the key climate- 
+related opportunities and risks that  
+we foresee impacting the Group  
+over the following short-, medium-  
+and long-term time horizons.
+Short term (2025) 
+Our current strategic plans operate within 
+this time frame. Most of the intermediate 
+sustainability targets approved by the 
+Board were set with 2025 as a deadline. 
+This horizon encompasses our capital 
+expenditure cycle, allowing time to  
+decide, implement and measure the 
+progress of actions.
+Medium term (2035) 
+This is the most likely horizon for the 
+regulatory frameworks (such as the  
+EU Emissions Trading System and Carbon 
+Border Adjustment Mechanism) currently 
+being defined in many regions to reach 
+their full effect. We anticipate that the 
+major adjustments to customers’ footprints 
+and technology investments will be in  
+full swing by then.
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Long term (2050) 
+This deadline has been retained by the  
+UN and many policy-making bodies to set 
+decarbonisation goals. We are committed 
+to reaching net zero by 2050 at the latest.
+The opportunities we have identified  
+are integrated into the Group’s business 
+strategy and are being pursued by the 
+relevant Business Units. See page 1-23  
+in our Strategic Report. 
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Opportunities
+Opportunity Description Impact
+Potential annual impact on trading profit in the short, 
+medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Products and services
+Ability to  
+diversify  
+business  
+activities
+Commercialise refractory solutions  
+for low-CO2 emitting processes in the 
+production of aluminium to replace  
+carbon-based products
+Increased revenue  
+and trading profit
+Minor Minor to 
+moderate
+Minor to  
+major
+Commercialise refractory solutions  
+for hydrogen-based Direct Reduction  
+Iron production and steel to replace 
+traditional refractory products
+Insignificant Insignificant  
+to minor
+Insignificant  
+to high
+Markets
+Access to  
+new markets
+Accelerated growth of the wind  
+turbine market leading to increased  
+sales to foundries serving this market
+Increased revenue  
+and trading profit
+Minor Minor Minor to  
+high
+Accelerated growth of the aluminium 
+castings market for electric vehicles  
+and light-weighting leading to increased 
+sales to foundries serving this market
+Minor Minor Moderate  
+to high
+Accelerated growth of ferrous castings  
+for hybrid vehicles (turbo-chargers)  
+and thin-section castings for internal 
+combustion engines leading to increased 
+sales to foundries serving this market
+Insignificant  
+to minor
+Insignificant  
+to minor
+Insignificant 
+Accelerated growth of the high-technology 
+steel segment
+Minor Minor to high High to  
+very high
+Vesuvius plc Annual Report and Financial Statements 202342
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Impact categories (trading profit)
+We have assessed our risks and sorted them 
+according to the following classification, 
+which used the same thresholds as for the 
+assessment of principal risks:
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Risks Description Impact
+Mitigating actions being 
+undertaken
+Potential annual impact on trading profit in the 
+short, medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Physical risks
+Increased frequency 
+and severity of extreme 
+weather events 
+(heatwaves, rain  
+and river flooding, 
+cyclones, snow)
+Physical damage 
+to Vesuvius 
+locations  
+and people
+Business 
+disruption due to 
+natural disasters
+Increased cost  
+due to physical 
+damage
+Reduced revenue 
+from business 
+interruption
+Mitigating actions for 
+severe weather events 
+and the associated risks 
+are included in the 
+business continuity 
+plans of plants, and 
+insurance is purchased
+Minor Minor Minor
+Transition risks – Policy and legal
+Carbon taxing/
+emissions rights 
+trading/border 
+adjustment  
+mechanisms  
+introduced  
+or extended
+Increase in 
+manufacturing 
+costs 
+Increased 
+operating costs 
+(main risk in 
+Europe)
+Capex to improve  
+energy efficiency and 
+conversion to non-fossil  
+fuels to eliminate CO2 
+emissions. Relocation  
+of manufacturing to 
+reflect movements in 
+customer base
+Minor Insignificant 
+to moderate
+Insignificant 
+to high
+Transition risks – Market
+Rapid growth of 
+aluminium casting 
+processes for light 
+vehicle castings  
+at the expense of 
+traditional ferrous  
+and other  
+non-ferrous  
+processes (due  
+to conversion to  
+electric vehicles)
+Shift from 
+castings using  
+a high level of 
+consumables to 
+low consumable 
+processes 
+creates risk of 
+revenue loss for 
+the Foundry 
+Division
+Reduced revenue 
+from shrinking 
+market as some 
+traditional 
+castings will 
+disappear or be 
+converted to 
+alternative 
+processes 
+In ferrous, push to 
+develop sales of Feedex 
+and coatings for thin-
+section automotive 
+components, and 
+products for turbo-
+charger casting. Invest  
+in R&D, marketing  
+and sales force. In  
+non-ferrous, develop 
+products for HPDC and 
+LPDC processes and 
+increase penetration  
+in markets with lower 
+usage of refractories
+Minor Moderate  
+to high
+Moderate  
+to major
+Transition from internal 
+combustion engines  
+to electric vehicles  
+will lead to the  
+decline of sand and 
+gravity castings
+Reduced volume 
+of aluminium 
+power train 
+components
+Reduced revenue 
+from shrinking 
+market of 
+consumables  
+for sand and 
+gravity castings
+Adapt product portfolio, 
+focusing on HPDC  
+and LPDC
+Minor Minor to 
+moderate
+Moderate
+Transition from Blast 
+Furnaces – Basic Oxygen 
+Furnaces converted to 
+Direct Reduction Iron or 
+Electric Arc Furnaces 
+(EAF) for iron and  
+steel making
+Share of EAF  
+in total steel 
+production 
+increases
+Reduced size  
+of market  
+where Vesuvius  
+is strongest,  
+leading to weaker 
+positions in the 
+steel market
+Adjust R&D and product 
+development priorities. 
+Redeploy sales force, 
+focusing on EAF market
+Insignificant Minor to 
+moderate
+Minor to 
+moderate
+Risks
+43Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+4°C warming scenario 
+‘Good intentions hampered by  
+fear of economic war’
+Incomplete policy and fiscal  
+packages distort competition,  
+slowing down technology 
+development and leading to 
+geographic shifts in steel supply
+3°C warming scenario 
+‘Closed doors’
+Regional/national self-interest 
+drives economic policy, competition 
+wins over cooperation, regulatory 
+framework and technologies  
+evolve differently
+2°C warming scenario 
+‘Global accord’
+High cooperation and commitment  
+to limit emissions facilitates 
+technology development and the 
+transition to a low-carbon world
+Three long-term scenariosClimate change scenario analysis
+Vesuvius has undertaken scenario 
+analysis to seek to quantify the likely 
+impact of climate change on the business 
+and to test the resilience of the Group’s 
+strategy to the changes that lie ahead. 
+We considered three scenarios,  
+modelling the potential financial impact  
+of 2°C, 3°C and 4°C temperature 
+increases on our business.
+Best case scenario
+In formulating our scenarios, we took  
+as our ‘best case’ a 2°C scenario. This 
+was based on the premise that despite 
+the tremendous acceleration of public 
+awareness, regulation, technology 
+development and capital allocation in 
+recent years, we doubt that there is 
+sufficient time for the 1.5°C target to  
+be achieved. We therefore identified  
+our most optimistic scenario as 2°C. 
+Our assumption is that any further 
+acceleration which would allow the  
+planet to get back onto a 1.5°C course 
+would reinforce the main characteristics 
+and accelerate the timeline of our  
+2°C scenario, without fundamentally  
+changing its features.
+From assumptions to strategy
+The scenarios take as their starting point 
+the regulatory and macroeconomic 
+assumptions underpinned by the 
+International Energy Agency’s WEO  
+2020 Stated Policies Scenario and 
+Sustainable Development Scenario. 
+Supplementing this we have identified, 
+for each scenario, the areas of our 
+business in which changes may occur, 
+such as:
+ – The evolution of end-markets;
+ –  Our customer footprint;
+ – The pace and breadth of technology 
+transition in iron and steel making; 
+ – The pace of conversion from fossil fuels 
+to clean electricity and hydrogen; and
+ – The evolution of the aluminium market.
+We then evaluated the potential 
+magnitude of the risks and opportunities 
+in each scenario, and analysed the 
+implications for Vesuvius. We considered 
+our strategic response in terms of: 
+ – Our manufacturing and commercial 
+footprint;
+ –  Our portfolio of products and services;
+ – The conversion of our manufacturing 
+processes to clean energy; and
+ – The prospects for our aluminium 
+casting business.
+With this approach, the impacts  
+on all key areas of the business were 
+covered (sales, R&D, manufacturing  
+and procurement). 
+The outcomes of the scenario analyses 
+have been taken into account in 
+formulating plans for achieving  
+the Group’s strategy.
+Vesuvius plc Annual Report and Financial Statements 202344
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+4°C warming scenario – ‘Good intentions 
+hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’
+1
+Regulatory and 
+macroeconomic 
+environment
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), but no Carbon Border 
+Adjustment Mechanism or Tariffs 
+(or insufficient to prevent the 
+transfer of manufacturing away 
+from these regions)
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), and Carbon Border 
+Adjustment Mechanisms or  
+Tariffs to protect their industries 
+from delocalisation 
+All major economies implement 
+carbon pricing mechanisms.  
+The cost of CO2 increases in all 
+regions at a comparable pace
+2
+Conversion of 
+power generation 
+from fossil fuels to 
+clean electricity 
+and hydrogen
+ – Fast growth of non-CO2 
+emitting electricity sources 
+(nuclear and renewable)  
+in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe 
+ – Energy prices differ greatly 
+between Europe and the  
+rest of the world over a long 
+period of time
+ – Coal reduces progressively,  
+but does not disappear.  
+Natural gas continues to  
+grow outside Europe
+ – Hydrogen does not become 
+available on a wide scale and 
+economically competitive  
+until well after 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe. Coal 
+reduces progressively, but does 
+not disappear, natural gas 
+continues to grow outside Europe
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available on a 
+wide scale in the USA and Europe 
+and economically competitive 
+between 2030 and 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in all regions 
+ – The cost of fossil fuels increases 
+significantly (taxation), coal as  
+a source of energy disappears, 
+natural gas starts to reduce
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available  
+on a wide scale and economically 
+competitive between 2030  
+and 2040
+ – Fast electrification of the 
+automotive industry
+ – Fast growth of hydrogen-fuelled 
+heavy vehicles
+3
+Technology 
+transition –  
+iron and  
+steel-making
+ – The transition in blast  
+furnaces to clean processes  
+(e.g. Direct Reduction Iron  
+(DRI), hydrogen, Carbon 
+Capture and Storage (CCS),  
+Carbon Capture, Utilisation  
+and Storage (CCUS)) does not 
+happen on a large scale
+ – US steel producers convert  
+blast furnaces to DRI and 
+Electric Arc Furnaces (EAF) to 
+benefit from the low cost and 
+high availability of natural gas
+ – European iron-making transitions 
+to clean processes (e.g. hydrogen, 
+DRI, CCS, CCUS). The speed of  
+the transition is dictated by the 
+availability of green hydrogen in 
+large quantities
+ – Some US blast furnaces are 
+converted to hydrogen, others  
+to DRI & EAF 
+ – Chinese steel plants convert to 
+clean iron and steel-making 
+processes, albeit at a slower pace
+ – Little or no transition outside 
+China, the EU and USA
+ – Fast transition of iron making to 
+clean processes in all regions; 
+blast furnaces are revamped 
+ahead of their normal schedule
+ – European and Chinese integrated 
+steel-making grows primarily in 
+hydrogen-based iron production, 
+implementing CCS and CCUS 
+technologies as well 
+ – DRI and EAF grow in the US 
+(benefiting from the availability  
+of low-cost shale gas), and Europe
+ – Customers also invest to increase 
+the performance of furnaces, 
+including downstream of casting
+4
+High-technology 
+steel market
+High-technology steel market 
+grows at 0.9% per year
+High-technology steel market grows 
+at 1.2% per year (light-weighting  
+and material efficiency efforts by 
+downstream industries accelerate 
+shift from lower to higher 
+performance grades)
+High-technology steel market 
+grows at 1.6% per year (light-
+weighting and material efficiency 
+efforts by downstream industries 
+accelerate shift from lower to 
+higher performance grades)
+5
+Aluminium 
+market
+Aluminium market grows  
+at 3% per year, especially High 
+Pressure Die Casting (HPDC)  
+and Low Pressure Die Casting 
+(LPDC) processes
+Aluminium market grows at 5% per 
+year (driven by the demand for 
+transportation, construction  
+and packaging) until 2030. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Moderate development of 
+secondary aluminium casting
+Aluminium market grows at 7%  
+per year (driven by the demand  
+for transportation, construction  
+and packaging) until 2025. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Rapid development of secondary 
+aluminium casting
+Potential financial 
+impact by 2035 
+(profit before tax)
+-£5m to £0m £5m to £10m £15m to £20m
+45Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+1  
+Regulatory and macroeconomic drivers 
+differentiate our scenarios
+Firstly, effective border adjustment 
+mechanisms to accompany carbon 
+taxation, or cap and trade systems in 
+regions with ambitious emissions reduction 
+objectives, will greatly support the 
+implementation of technologies required 
+to decarbonise steel-making (including the 
+development of hydrogen as the reducing 
+agent). Conversely, the absence or 
+ineffective implementation of border 
+adjustments would lead to significant 
+delocalisation of the steel industry and  
+a displacement of CO2 emissions to  
+other countries rather than a significant 
+reduction on a worldwide scale. The 
+energy crisis which started in late 2021  
+and was particularly acute in Europe,  
+has resulted in additional costs and loss  
+of competitiveness for the European  
+steel industry. In the short term, this was 
+addressed by the temporary stoppage  
+of steel plants. If the energy cost gap  
+with other regions remains over several 
+years, this could result in the permanent 
+closure of steel plants and delocalisation 
+of production to other regions. This  
+shift in our customer footprint would  
+lead to the need to adapt our own 
+manufacturing footprint.
+Secondly, public policy will significantly 
+affect the relative cost and availability of 
+non-CO2 emitting energy sources vs fossil 
+fuels and their associated infrastructures. 
+These will greatly influence the pace  
+of deployment of selected technologies  
+and industries (electric vehicles,  
+carbon-free hydrogen and decarbonised 
+steel-making). Infrastructure, construction  
+and other downstream markets will  
+also be incentivised to reduce steel 
+consumption, accelerating the shift 
+towards high-technology steel. Rising 
+energy costs, as experienced since the  
+end of 2021, will positively affect the 
+growth rate of investment in renewable 
+energies and penetration of electric 
+vehicles in the automotive markets.
+Finally, the level of international 
+cooperation to encourage and support 
+less developed economies to engage  
+in the technology transition will also affect 
+our customer manufacturing footprint. 
+Regulatory and macroeconomic drivers 
+may affect our climate change scenarios  
+in the short, medium and long term.
+2  
+The future of steel 
+All three scenarios assume that the strong 
+connection between world GDP and world 
+steel output will continue, supported by 
+urbanisation and rising living standards, 
+as there is no significant substitute for  
+steel. The fight against climate change is 
+expected to have a far-reaching impact  
+on many different industries translating 
+into the accelerated growth of the 
+high-technology steel segment in which 
+Vesuvius has a key presence. For example, 
+solar and wind power plants, where 
+investment is growing fast, are far more 
+steel intensive per kWh of installed 
+capacity than their fossil fuel equivalents. 
+Likewise, hydrogen transportation, 
+another area of rapid growth, also 
+requires considerable amounts of special 
+grades of steel for new pipelines and ships. 
+With evolutions occurring over many 
+years, this driver will have a stronger 
+impact over the medium and long term 
+than the short term.
+3  
+Technology transition
+Our scenarios consider the pace and 
+extent of the technology transition in iron 
+and steel-making. The Blast Furnace – 
+Basic Oxygen Furnace (BF-BOF) route  
+for steel making is significantly more  
+CO2 intensive than the Electric Arc Furnace 
+(EAF) route. However, EAFs cannot always 
+be used to produce all higher quality steel 
+grades and they rely on the availability of 
+scrap steel (itself a function of the level of 
+economic development). Going forward, 
+quality levels produced by EAFs will 
+continue to improve. 
+Various technologies to decarbonise  
+the BF-BOF route are being developed, 
+including solutions which seek to capture 
+the carbon as it is emitted and either store 
+it or use the carbon in other processes. 
+Alternatively the BF-BOF route may  
+be replaced by a combination of DRI  
+a n d E A F.  
+Hydrogen-based DRI associated with 
+EAFs has the potential to be nearly 
+carbon-free if carbon-free electricity and 
+hydrogen are available. We anticipate 
+that there will be a gradual reduction in 
+steel production via the BF-BOF route  
+and growth in the EAF route. The extent 
+and pace of this change will depend  
+on technologies coming to maturity,  
+the availability of infrastructure  
+(carbon-free electricity and hydrogen), 
+and regulatory frameworks.
+These technologies will require many years 
+to mature and be deployed on a large 
+scale. This driver is therefore expected not 
+to have any impact over the short term, 
+and to reach its maximum impact in the 
+long term.
+Conclusion on strategic resilience 
+Sustainability has always been at  
+the heart of Vesuvius’ business and the 
+Group’s analysis concludes that the 
+opportunities for the Group manifested  
+by the global pressure to mitigate  
+climate change outweigh the risks.  
+Our technology helps our customers 
+improve their process efficiency and  
+their environmental footprint. 
+We estimate the financial impact of the 
+opportunities and risks on the Group will 
+be most adverse under a 4°C scenario  
+and most positive under a 2°C scenario. 
+Under all three scenarios, we expect to 
+benefit from the continuing growth in the 
+production of steel in line with GDP, along 
+with the accelerating shift towards higher 
+performance iron and steel castings,  
+as we support customers to maximise the 
+efficiency and quality of their production. 
+With our technological expertise, strong 
+customer relationships and broad 
+manufacturing footprint, we expect  
+to play a key role in supporting our 
+customers’ efforts to decarbonise  
+their operations. 
+We also believe there is a low downside  
+for Vesuvius in all three scenarios as more 
+than 70% of our business in steel is in  
+the steel casting part of the operation 
+which, as a stand-alone process, is low  
+CO2 emitting (1% to 3% of a steel plant’s 
+CO2 emissions), and which we do not 
+expect to be affected by technology  
+shifts that the decarbonisation of iron  
+and steel-making will require.
+Whilst the electrification of light vehicles 
+and ongoing light-weighting efforts are 
+expected to translate into a shrinking of 
+the market for certain iron castings, it is 
+anticipated that this will be more than 
+compensated for by the growth in other 
+markets such as wind turbines and 
+aluminium castings. 
+We do not anticipate that climate change 
+will lead to any significant changes in our 
+access to capital or require the impairment 
+of assets on a material scale.
+Key factors impacting Vesuvius’ three climate change scenarios
+Vesuvius plc Annual Report and Financial Statements 202346
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret currency is a "rupee".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..9c0f6c5875b91edb586dffc29ff462ab625d9a06
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_49.txt
@@ -0,0 +1,124 @@
+Roadmap to Net Zero 
+We have set intermediate targets in our 
+journey to reach net zero CO2e emissions 
+by 2050 (Scope 1 and Scope 2), in line  
+with the Paris Agreement and the UK’s 
+commitment in the Climate Change  
+Act 2008 (2050 Target Amendment)  
+Order 2019. These emissions encompass 
+the seven GHGs listed by the 
+Intergovernmental Panel on Climate 
+Change in the Kyoto Protocol (CO2,  
+CH4, N2O, HFCs, PFCs, SF6 and NF3). 
+Our preferred metrics to monitor progress 
+with our journey to net zero are energy  
+and CO2e emission intensity (energy 
+consumption and CO2e emissions per 
+tonne of product packed for shipment). 
+These reflect the progress made in our 
+operations better than absolute metrics. 
+Managing this energy intensity not only 
+has environmental benefits, it is also part 
+of our long-term strategy to enhance our 
+cost competitiveness.
+Our targets 
+Our targets cover 100% of Vesuvius’ 
+operations. They are aligned with the 
+Science Based Targets initiative (SBTi) 
+requirements for a well below 2°C global 
+warming scenario and are consistent with 
+the Paris Agreement.
+ – 10% improvement in the Group’s 
+energy intensity between 2019  
+and 2025
+ – 20% reduction in CO2e emission 
+intensity normalised per metric 
+tonne of product packed for 
+shipment (Scope 1 and Scope 2)  
+by 2025 (vs 2019 baseline)
+ – 100% carbon-free electricity by 2030
+ – A reduction in total Scope 1 and 
+Scope 2 CO2e emission intensity  
+of 50% by 2035 (vs 2019 baseline) 
+ – Zero Scope 1 and Scope 2  
+emissions by 2050
+We aim to achieve our decarbonisation 
+goals without the use of any carbon offsets 
+(or only to address residual emissions). 
+The Group Energy CO2e emissions 
+reduction targets have been cascaded  
+to all Business Units, which have built 
+action plans accordingly. Portions of the 
+Group Executive Committee’s Long-Term 
+Incentive Plan and senior management 
+annual variable compensation are linked 
+to the achievement of CO2e emissions 
+reduction targets.
+Our plan 
+Our roadmap to net zero is based on  
+five key areas of focus:
+1    Modernising and upgrading installed 
+equipment to reduce our energy 
+consumption 
+2    Investing to renew equipment to the best 
+available technologies and converting 
+to less CO2e intensive energy sources 
+3    When possible, replacing high CO2e 
+emission electricity (generated from 
+coal or natural gas) with greener 
+electricity or other sources of energy 
+4    Reducing our energy wastage, 
+recovering heat to feed processes  
+and hot water 
+5    Generating clean energy 
+Assumptions and sensitivities
+Some significant assumptions underpin 
+our net zero plan, including:
+ – The availability of the necessary 
+technologies, at an affordable level and 
+at a scale appropriate for our industry, 
+especially for the firing of refractory 
+ceramics and carbon capture
+ – The development of additional 
+production capacity and distribution 
+infrastructure for renewable energy and 
+hydrogen, and their cost competitiveness
+ – Adequate policy support to foster 
+innovation and ensure the cost of CO2 
+emissions will increase the attractiveness 
+of carbon-free processes
+ – No significant change to our business 
+model and product portfolio
+The achievement of our CO2e emissions 
+targets will also be sensitive to:
+ – The growth of revenue, organically,  
+and from acquisitions, and divestitures
+ – Product mix evolution (especially driven 
+by dolime volume, which is the most CO2 
+intensive product line)
+ – Macroeconomic conditions and the 
+capex cycle impacting plant loading 
+(and thereby the energy efficiency of 
+continuous processes)
+1. Re-baselined using pre-acquisition data for the 
+business acquired from Universal Refractories,  
+and BMC from 2019 onwards.
+Scope 2 electricity
+Reach net zeroScope 1 + Scope 2 
+CO2e emissions1
+Reduce the 
+intensity by 20% 
+from the 2019 
+baseline
+Reduce the 
+intensity by 50% 
+from the 2019 
+baseline
+Short term Medium term Long term2025 2035 2050
+Convert to 100% carbon-free 
+sources
+2019
+2030
+Our journey to net zero
+47Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_5.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f00f0f067a521250a693b7d2a7e2b7217ef70b09
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_5.txt
@@ -0,0 +1,25 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_50.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_50.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f372a98b4b24e9995b4f2ad9fbc37b241075e158
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_50.txt
@@ -0,0 +1,135 @@
+Tackling climate change continued
+The Group supports the transition towards 
+renewable energy sources and cleaner 
+carbon-free technology when possible.  
+Our energy strategy includes an ongoing effort 
+to convert to carbon-free electricity contracts 
+whenever practical and economically 
+manageable, investment in solar panels, and 
+the conversion of processes to electricity as 
+soon as the technology is cost-effective.
+In 2023, nine sites converted to carbon-free 
+electricity contracts, taking the total number  
+to 45, representing 74% of our manufacturing 
+sites and R&D centres of excellence. 
+In 2023, 71% of the grid electricity consumed  
+in our sites was generated from renewable 
+sources, and 75% using processes that did  
+not emit CO2e (renewable and nuclear).
+In 2023, two of our plants became  
+carbon-free and capital expenditure projects  
+for solar panels with a value of £0.9m were 
+approved. Nine sites are equipped with 
+photovoltaic solar panels and 20 sites are 
+investigating solar panel projects. 
+Our Progress – Key Group initiatives  
+for energy conservation and for 
+increasing energy efficiency 
+Since 2019, we have undertaken a number 
+of major projects to significantly reduce 
+the Scope 1 CO2e emissions of the Group  
+by addressing some of its most CO2e 
+intensive installations. 
+We closed the Skawina brick plant, 
+eliminated dirty coke oven gas as a fuel  
+in Wuhan, replacing it with a new natural 
+gas-fired tunnel kiln, transferred the Tyler 
+plant activity to Monterrey, and replaced 
+the burner system of the Olifantsfontein 
+rotary kiln. We also took advantage of the 
+closure of our Chinese plant at Kuatang 
+and the relocation of its activity to replace 
+all drying ovens and kilns with new ones, 
+with an energy efficiency improvement 
+target of 20%.
+In 2022, the Board approved major 
+capacity expansion capital expenditure 
+projects totalling more than £20m. 
+Available technologies and their impacts 
+in terms of energy efficiency and CO2e 
+emissions were systematically considered 
+for these projects, and the most efficient 
+technologies for the purpose selected. 
+We include an environmental impact analysis 
+in the evaluation of each of our capital 
+expenditure projects as these are the key 
+decisions that drive long-term future 
+sustainability performance, and CO2  
+emissions in particular. 
+An internal price for CO2 emissions (Scope 1 
+and Scope 2) is included in the calculation  
+of payback for all investments reaching the 
+threshold for approval by the BU Presidents  
+or Chief Executive.
+Vesuvius views this shadow pricing mechanism 
+as a key tool to ensure that the environmental 
+impact of long-term investment decisions is 
+understood. It seeks to ensure that the best 
+available technology is adopted, even in 
+locations where no external cost for carbon  
+is in place or foreseen. 
+The internal price of CO2 was introduced  
+in 2020. It is reviewed annually by the 
+Sustainability Council and is applicable  
+across all Business Units in all regions. 
+The price is adjusted, taking into consideration 
+both the previous year’s price and the evolution 
+of the European Union Emissions Trading 
+System (EU-ETS) carbon pricing. In 2020,  
+it was initially set at €30 per tonne of CO2.  
+It was raised to €90 per tonne in 2021.  
+The Sustainability Council decided to  
+maintain the internal price of CO2 emissions  
+at €90 per tonne of CO2 for 2023. 
+All Vesuvius plants have targets to reduce 
+energy intensity. We have implemented  
+a structured approach across the Company.  
+We collect and analyse data from the sites, 
+identify gaps and opportunities and eventually 
+target our engineering projects. We select the 
+processes and sites that are the most energy 
+intensive or have the greatest impact, and 
+coordinate the projects centrally. We also 
+share best practices across locations. For 
+example, in one of the most energy-consuming 
+sites, we will improve our process by installing 
+additional nozzles in the spray towers,  
+building on the experience from another 
+Vesuvius site. Many additional initiatives  
+are managed locally.
+In 2023, we strengthened the resources 
+available to oversee our energy efficiency 
+improvement programmes across all locations. 
+We rolled out plans to install meters on all 
+energy-intensive equipment (32 sites are fully 
+equipped) and undertook comparison studies 
+across locations. 
+We are encouraging sites to carry out energy 
+audits and pursue ISO 50001 certification.  
+13 sites carried out energy audits in 2023,  
+and more than 30 have planned audits in  
+2024 and 2025. One site has already obtained 
+ISO 50001 certification. This combination of 
+initiatives allows us to better identify and 
+analyse opportunities and target investments 
+on projects with the largest impact.
+More than 4,400 employees have received 
+training on energy conservation and 
+greenhouse gas emissions reduction.
+In 2023, as a result of thermal processes 
+optimisation and the installation of retrofit 
+solutions, we have reduced energy 
+consumption per year by around 11 GWh and 
+CO2e emissions by 2,720 tonnes versus 2022.
+New capital expenditure worth c.£6m, 
+dedicated to 123 projects with energy 
+efficiency and CO2 emissions reduction as  
+one of their prime objectives, were approved  
+in 2023. 
+1 Carbon-free energy sources
+2 Capital commitments and internal CO2 pricing
+3 Improving our energy efficiency
+Progress in 2023
+Vesuvius plc Annual Report and Financial Statements 202348
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret office supply is an "envelope".
\ No newline at end of file
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new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_51.txt
@@ -0,0 +1,101 @@
+Our plan to reach Net Zero
+Our plan to reach Net Zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any 
+carbon offsets (or only to address residual emissions).
+Short term (2025)
+A wide variety of projects have been 
+initiated and more are being considered, 
+to help us deliver our energy efficiency 
+and CO2e emissions reduction targets, 
+including:
+ – Optimisation of process parameters
+ – Introduction of new refractory furniture
+ – Retrofitting of ovens and kilns
+ – Replacement of older and less  
+efficient units
+ – Upgrades of compressors
+ – Replacement of light sources with  
+LED lights
+ – Replacement of diesel-powered forklift 
+trucks with electric forklift trucks
+ – Installation of heat recovery systems  
+in ovens and kilns
+ – Burner setting optimisation and 
+loading and cycle optimisation
+ – Continued conversion of electricity 
+supplies to carbon-free sources
+ – Installation of solar panels
+We endeavour to use the best  
+available technologies to reduce  
+CO2 emissions in all our major  
+capital expenditure projects.
+Medium term (2035)
+We anticipate that further emissions 
+reduction will be possible through further 
+energy efficiency measures (continuation 
+of the short-term actions).
+Technological developments currently in 
+preparation with our partners will allow 
+us to reduce GHG emissions even further. 
+Projects have been launched across  
+a range of activities including:
+ – Electrification of high-temperature 
+manufacturing processes that currently 
+rely on natural gas or LPG. The first 
+investments to replace natural 
+gas-powered ovens with electric ovens 
+were in preparation at the end of 2023
+ – The use of a combination of natural 
+gas and renewable energy such as 
+carbon-free hydrogen to fire refractory 
+materials. We have already started 
+R&D trials with a blend of hydrogen 
+and natural gas 
+ – The use of bio-fuels instead of natural 
+gas. The first trials to convert industrial 
+installations are planned for 2024
+We estimate the incremental capital 
+commitment required by our 
+decarbonisation roadmap until 2035  
+will be approximately £70m (approx. 
+£7m per year). We do not expect the 
+useful economic lives of our existing 
+assets to be materially affected by  
+our plans until 2035. Precise capital 
+expenditure project lists have been 
+defined for the 2025 horizon. We will 
+continue using the internal price of 
+carbon to assess the relative benefit  
+and prioritise projects.
+We also anticipate that changes in our 
+product portfolio towards less energy-
+intensive products (such as resin-bonded 
+and unshaped refractories) will continue.
+Long term (2050) 
+Beyond 2035, the short term and  
+medium term programmes will continue 
+to deliver opportunities.
+We are regularly monitoring the 
+emergence and readiness of new 
+technologies, through our network of 
+suppliers of capital goods, universities 
+and trade associations. In the longer 
+term (2050), various technologies are 
+promising candidates for the near zero 
+emissions curing and firing of refractory 
+products (electricity, carbon-free 
+hydrogen, synthetic gas, biomass).  
+We currently foresee that carbon  
+capture solutions will be available for  
+our industrial application during the 
+2035-2050 period, though most will 
+probably not be available sooner.  
+We are progressively adapting our 
+product and process R&D programmes 
+to explore such opportunities. 
+Capital expenditure requirements and 
+the useful economic lives of our existing 
+assets will depend on the evolution of 
+technologies currently in development.
+Next steps to achieve our Net Zero Plan
+49Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
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@@ -0,0 +1,115 @@
+Tackling climate change continued
+Our energy consumption and Scope 1 
+and Scope 2 CO2e emissions 
+While Vesuvius’ products differ 
+significantly in the energy intensity of their 
+manufacture, most of our manufacturing 
+processes are not energy intensive nor  
+do they produce significant quantities of 
+waste and emissions. Dolime production, 
+which uses coal to calcine dolomite, is our 
+major emitter of CO2. Dolime and the  
+next six of our 39 main manufacturing 
+processes account for 58% of our energy 
+consumption and 62% of our location-
+based CO2e emissions. These continue  
+to be a clear focus for our investment to 
+reduce CO2e emissions. 
+In January 2023, an incident incapacitated 
+one of our dolime rotary kilns, which 
+resulted in it being out of service for the 
+remainder of the year. As a consequence, 
+the tonnage of dolime produced by the 
+Group in 2023 was considerably lower 
+than in prior years and the Group’s product 
+mix was very different. The Group’s 
+absolute energy consumption, CO2e 
+emissions, energy intensity and CO2e 
+emission intensity reduction were therefore 
+affected by the lower output of dolime  
+as well as performance improvement. 
+The Group’s progress in reducing our CO2e 
+emission intensity was adversely affected 
+in 2023 by lower volumes resulting in lower 
+fill rates for continuous processes and 
+lower energy efficiency. Between 2019  
+and 2023 the Group achieved an overall 
+reduction in energy intensity (normalised 
+to per metric tonne of product packed for 
+shipment) of 14.6%. The pro forma energy 
+intensity reduction, assuming the Group 
+had produced dolime at the normal rate,  
+was 7.2% vs a target of 10% by 2025.
+During the same period, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%. This includes  
+a 38.4% reduction in Energy CO2e 
+intensity, and a 68.1% reduction in Process 
+CO2e intensity, per metric tonne of product 
+packed for shipment. Excluding dolime, 
+the CO2e emission intensity reduction 
+between 2019 and 2023 was 33.2%. If the 
+dolime installation had been operating 
+normally throughout the year, the pro 
+forma 2023 CO2e emission intensity  
+would have been 20.2% lower than  
+in 2019, vs a target of 20% by 2025.
+Scope 1 covers emissions from fuels used in 
+our factories and offices, fugitive emissions 
+and non-fuel process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of electricity, 
+heat, steam and hot water we purchase to 
+supply our offices and factories.
+Scope 3 covers all other direct CO2 and 
+CO2e emissions that occur in the Company’s 
+value chain.
+The conversion by many of our sites  
+to carbon-free electricity contracts  
+has helped our CO2e emissions reduce  
+at a faster pace than our energy  
+efficiency improvements.
+Vesuvius’ total energy costs in  
+2023 were £48.5m, c.2.5% of revenue 
+(£54.6m in 2022, c.2.8% of revenue).  
+South Africa is the only country where  
+we exceed the threshold to be submitted  
+to a carbon tax or an emissions trading 
+scheme. The carbon tax cost in 2023  
+was c.£0.2m (£0.2m in 2022), based on 
+emissions in the prior year.
+Scope 1, Scope 2 and Scope 3 emissions (market-based) 1,2
+In 2023, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO2e emissions were 1,589,332 metric tonnes.
+Metric tonnes CO2e
+2023 2022 2021 2020 2019
+Metric 
+tonnes1 %1
+Metric 
+tonnes1 %1
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric  
+tonnes %
+Scope 1 Process 
+CO2e emissions 29,637 1.9% 91,276 5.5% 101,121 5.1% 88,516 5.3% 106,737 6.0%
+Scope 1 Energy 
+CO2e emissions 139,241 8.8% 191,396 11.5% 20 8,192 10.4% 182,660 10.9% 214,845 12.1%
+Scope 1 Fugitive 
+emissions 1,037 0.1% 2,207 0.1% 1,398 0.1% 1,080 0.1% 992 0.1%
+Scope 1 CO2e 
+emissions 169,914 10.7% 284,879 17.2% 310,710 15.5% 272,257 16.2% 322,573 18.2%
+Scope 2 CO2e 
+emissions 
+(market-based) 37,961 2.4% 55,861 3.4% 83,175 4.2% 92,360 5.5% 108,631 6.1%
+Scope 3 CO2e 
+emissions 1,381,457 86.9% 1,318,207 79.5% 1,605,873 80.3% 1,311,807 78.3% 1,341,498 75.7%
+Total  1,589,332 100% 1,658,947 100% 1,999,759 100% 1,676,424 100% 1,772,702 100%
+1.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards.
+2.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Vesuvius plc Annual Report and Financial Statements 202350
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,59 @@
+Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)1,2,3
+2023 Pro forma 
+v 20192
+Actual
+2023 v 2019
+2023  
+Pro forma2 20231 20221 20211 20201 20191
+Total energy consumption  
+(million kWh) 896 1,085 1,189 1,056 1,205
+Energy consumption per metric 
+tonne of product packed for 
+shipment (kWh/MT) -7. 2% -14.6% 1,145 1,054 1,161  1,118  1,173   1,234
+Notes: 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei 
+Magnesium Co., Ltd).
+2. Pro forma: performance as if the dolime process had been operating normally throughout 2023 and re-baselined using pre-acquisition data for the business 
+acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards. 
+3. The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Greenhouse Gas (GHG) reporting
+We have reported to the extent reasonably 
+practicable on all the emission sources 
+required under Part 7 of the Accounting 
+Regulations which fall within our Group 
+Financial Statements.
+Statutory reporting is location-based 
+according to the GHG Protocol.
+All sites report their energy consumption 
+and GHG emissions on a quarterly basis. 
+Performance and variation are analysed, 
+and improvement plans built accordingly.
+2019 was selected as the baseline for  
+all energy and GHG emissions data and 
+targets, absolute and relative, as this  
+was the last year of normal trading prior  
+to the COVID-19 pandemic. Progress is 
+measured against the 2019 performance.
+The Group also meets all its obligations in 
+relation to the Producer Responsibility 
+Packaging Waste regulations and the 
+Energy Saving Opportunity Scheme by 
+which the UK implemented the EU Energy 
+Efficiency Directive.
+Vesuvius plc statement of verification
+Scope 1, Scope 2 and Scope 3 carbon footprint reporting 
+and supporting evidence contained herein for the period  
+1 January 2019 to 31 December 2023 covering GHG 
+emissions as CO2e in metric tonnes , CO2e intensity in 
+metric tonnes of CO2e per metric tonne of product packed 
+for shipment, energy consumption in kWh and energy 
+intensity in kWh of energy per metric tonne of product 
+packed for shipment, Location based and Market based, 
+were verified by Carbon Footprint Ltd in accordance  
+with the ISO 14064 Part 3 (2019): Greenhouse Gases: 
+Specification with guidance for the verification and 
+validation of greenhouse gas statements.
+A copy of the limited assurance statement can be found  
+on our website: www.vesuvius.com.
+51Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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--- /dev/null
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+Tackling climate change continued
+Global GHG emissions and energy consumption  
+Location-based statutory reporting (Operational Control Boundary)1,2,3,4,5,6
+Emissions  
+and energy 
+sources
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2023 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20232
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2022 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20222
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+energy 
+used 
+‘000 kWh 
+2023 
+Global 
+energy  
+used  
+‘000 kWh
+20232
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+UK and 
+Offshore 
+energy 
+used  
+‘000 kWh
+2022
+Global 
+energy  
+used  
+‘000 kWh 
+20222
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+Combustion of fuel and operation of facilities including fugitive emissions (Scope 1)
+2.150 170 1.3% 2.266 285 0.8% 11,343 699,011 1.6% 11,839 877,757 1.3%
+Electricity, heat, steam and cooling purchased for own use (Scope 2)
+0.385 93 0.4% 0.554 98 0.6% 1,905 196,612 1.0% 2,740 205,859 1.3%
+Total GHG emissions and energy
+2.535 263 1.0% 2.819 383 0.7% 13,248 895,622 1.5% 14,578 1,083,616 1.3%
+Change
+-10.1% -31.3%    -9.1% -17. 3%     
+Vesuvius’ chosen intensity measurement 
+(location-based statutory reporting)1,2
+Metric tonnes CO2e per metric tonne of  
+product packed for shipment
+kWh of energy per metric tonne of  
+product packed for shipment
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+Emissions and energy reported above 
+normalised to metric tonnes CO2e  
+per metric tonne of product packed 
+for shipment 3.505 0.310 4.090 0.426 18,315 1,054 21,150 1,207
+Change -14.3% -27.4%   -13.4% -12.7%   
+Metric tonnes of CO2e per £m revenue
+Total GHG emissions as metric tonnes 
+CO2e per £m revenue (location-based) 20.6 136.3 22.2 192.1
+Change -7.0% -29.0%
+1.  Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO 2e) and energy consumption (‘000 kWh). The numbers are collated from 
+entities within the Group’s Operational Control Boundary. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards. 
+3.  In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our 
+location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO 2e. We report in metric tonnes of CO 2 equivalent (CO 2 e). We have used emission 
+factors from the UK Government’s (Defra) and the IEA GHG Conversion Factors for Company Reporting 2023 in the calculation of our GHG emissions.
+4.  Our energy-related greenhouse gas (GHG) emissions, reported as carbon dioxide equivalents (CO 2e), include direct emissions of the three main GHGs  
+(carbon dioxide (CO 2), methane (CH 4) and nitrous oxide N 2O).
+5.  Process related emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct methane CH 4 emissions and Direct nitrous oxide  
+N2O emissions.
+6.  Emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF 6) emissions; Direct HFC emissions;  
+and Direct PFC emissions.
+Fuel consumption, emissions and normalised emissions for the main fuels consumed across the Group  
+(location-based (Operational Control Boundary) statutory reporting) 
+In 2023, the Group’s normalised energy 
+consumption decreased by 12.7% to  
+1,054 kWh per metric tonne (2022: 1,207). 
+Location-based emissions decreased by 
+27.4% to 0.310 metric tonnes of CO2e  
+per metric tonne of product packed  
+for shipment (2022: 0.426) and market-
+based emissions decreased by 35.5%  
+to 0.245 metric tonnes of CO2e per metric 
+tonne of product packed for shipment 
+(2022: 0.380).
+A significant reduction in CO2e resulted 
+from reductions in the production of 
+dolime following the incident in January 
+2023, which incapacitated one of our 
+rotary kilns. The remaining decreases were 
+primarily driven by changes in production 
+volumes and product mix. Natural gas use 
+decreased by 8%, electricity consumption 
+by 4% and coal (a CO2 intensive fuel) 
+consumption by 67%, to 8,900 metric 
+tonnes (2022: 27 ,231 metric tonnes).
+During 2023, the Group also consumed 
+287 cubic metres of diesel (-1.8% on 2022: 
+292) primarily in the operation of forklift 
+trucks on its sites, and 165 cubic metres of 
+fuel oil, an increase of 0.2% (2022: 164.8). 
+In total, 482 cubic metres of oil was used  
+as fuel in 2023 (5.5% up on 2022: 457).
+Vesuvius plc Annual Report and Financial Statements 202352
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Scope 3 emissions
+Vesuvius’ Scope 3 CO2e emissions, mainly 
+upstream, contribute to a greater part of our 
+total CO2e emissions than our Scope 1 and 
+Scope 2 emissions. Our products are used by 
+customers whose processes emit significant 
+amounts of CO2. They serve to contain and 
+protect liquid metal and manage its flow, but 
+do not participate in the heating operations 
+or chemical reactions that lead to CO2 
+emissions. Emissions associated with the 
+processing or use of our products are hence 
+very limited. More specifically:
+ – Some products require drying or 
+pre-heating prior to use by our 
+customers. Emissions generated during 
+these operations are included in the 
+Processing of sold products category
+ – Refractory materials do not require 
+energy during their use; having 
+undergone high temperature processes 
+during their manufacturing, they are 
+inert and do not release any greenhouse 
+gases during their use. 
+ – Some non-refractory products contain 
+chemicals, which will be partially burnt 
+during usage by our customers. 
+Emissions due to the combustion of 
+chemicals are included in the Use of  
+sold products category. 
+Since 2021, we have undertaken a focused 
+evaluation of emissions associated with 
+raw materials, using publicly available 
+average CO2 emissions factors. We have 
+also collected information on energy 
+source, CO2 emissions data and reduction 
+plans from our raw materials suppliers as 
+part of our Request for Quotation process. 
+In 2023, we concentrated on the four raw 
+material categories that account for an 
+estimated half of our Scope 3 emissions 
+from acquired products and services.  
+We provided our suppliers with training 
+and evaluation tools to help them assess 
+their Scope 1 and Scope 2 emissions. In 
+China our workshop on ‘Sustainability  
+and CO2 emissions’ had 55 attendees 
+representing 35 suppliers. 
+Suppliers representing 54% of our raw 
+material spend have provided disclosures 
+to date.
+We have also started collecting CO2 
+emissions data relating to transportation 
+from our forwarders in all regions. In 2023, 
+the CO2 emissions data that we received 
+from our forwarders covered 45% of  
+our transportation spend (upstream  
+and downstream), and we were able to 
+evaluate CO2 emissions covering a further 
+43% of our transportation spend using 
+operational data and DEFRA conversion 
+factors. The remainder of our CO2 
+emissions from upstream and downstream 
+transportation (12%) was estimated based 
+on spend and DEFRA conversion factors. 
+Various initiatives have been launched  
+to reduce our Scope 3 CO2 emissions, 
+including returnable packaging, the 
+electrification of company fleet  
+vehicles and arrangements for  
+collective commuting. 
+Scope 3 emissions1,2,3,4,5,6
+Metric tonnes CO2e
+20232 20222 2021 2020 2019
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Purchased goods  
+and services 1,066,129 77% 1,038,969 79% 1,342,387 84% 1,104,823 84% 1,127,065 84%
+Capital goods 39,992 3% 33,369 3% 22,007 1% 19,818 2% 25,087 2%
+Fuel- and energy-related 
+activities (not included in 
+Scope 1 or 2) 37,0 8 8 3% 45,551 3% 50,931 3% 36,845 3% 42,332 3%
+Upstream transportation 
+and distribution 39,086 3% 45,572 3% 39,887 2% 23,946 2% 26,104 2%
+Waste generated  
+in operations 15,228 1% 15,364 1% 14,428 1% 11,961 1% 3,632 0%
+Business travel 11,443 1% 9,578 1% 5,128 0% 4,670 0% 10,724 1%
+Employee commuting 20,374 1% 21,253 2% 21,653 1% 21,561 2% 22,303 2%
+Upstream leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Downstream 
+transportation and 
+distribution 80,896 6% 38,899 3% 34,912 2% 23,529 2% 25,700 2%
+Processing of sold products 14,924 1% 15,779 1% 14,078 1% 13,902 1% 14,371 1%
+Use of sold products 34,194 2% 32,914 2% 37,460 2% 31,834 2% 39,645 3%
+End-of-life treatment  
+of sold products 22,103 2% 20,959 2% 23,002 1% 18,918 1% 4,535 0%
+Downstream  
+leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Franchises 0 0% 0 0% 0 0% 0 0% 0 0%
+Investments 0 0% 0 0% 0 0% 0 0% 0 0%
+Total Scope 3  
+CO2e emissions 1,381,457 100% 1,318,207 100% 1,605,873 100% 1,311,807 100% 1,341,498 100%
+1. In 2023, the GHG Protocol managed Quantis Scope 3 evaluator tool was withdrawn, so Vesuvius now utilises the Sustrax platform, which offers the possibility to 
+evaluate Scope 3 emissions at a greater level of detail. The Sustrax tool relies on the UK Government DEFRA methodology, categories, and emission conversion 
+factors. Wherever possible we used activity data which relies on information that is specific to the organisation, and therefore is much more accurate than the 
+spend base method. Our Scope 3 emissions for the 2019 to 2022 period were re-evaluated using the improved new approach to ensure comparability over time. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired late 2022 is included in 2023 and onwards. 
+3.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+4.  Conversion factors for GHG emissions and energy used the 2023 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for 
+GHG emissions for electricity globally used the IEA Emission Factors 2023. 
+5. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for years 2019-2023.
+6.  Scope 3 2023 Upstream subtotal 1,229,340 Metric Tonnes (89%) Downstream subtotal Metric Tonnes 152,117 (11%).
+53Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Product responsibility – Growing our engagement in the circular economy
+The drive to improve the sustainability 
+performance of Vesuvius and the 
+refractory industry’s products was 
+initiated many decades ago. Continuous 
+improvements have led to considerable 
+reductions in both the raw materials used 
+and the quantity of product shipped to 
+landfill. As the amount of refractory 
+material consumed per tonne of steel 
+cast levels off, the purpose and value of 
+the use of refractory materials will move 
+from delivering insulation to an even 
+greater emphasis on helping to improve 
+steel quality and process efficiency.
+Product durability
+Our first, and preferred, strategy to reduce 
+the depletion of resources is the extension 
+of product durability. 
+We are continuously working to extend  
+the lifetime of our consumable products. 
+Strategies include the development  
+of advanced materials, the design of  
+shapes that allow dual usage of products, 
+and product repair and remanufacture.  
+For mechanisms and equipment, we also 
+offer wear monitoring and maintenance 
+services to our customers to ensure their 
+optimum performance and extend  
+their lifetime. 
+Product recyclability
+At the same time as reducing the quantity 
+of raw materials required for each  
+casting, technical solutions have emerged 
+to enable the recycling of refractory 
+materials after usage in the production  
+of iron and steel. Whereas in the early 
+1970s nearly all refractory materials  
+were disposed of after use, it is estimated 
+that more than half are now recycled.  
+In Europe, as little as 5% of refractory 
+materials now go to landfill.
+As part of our product end-of-life 
+management programme, we are 
+developing selected initiatives with 
+customers, tailored to each product  
+family, such as:
+ – Recovery and remanufacture of 
+products after usage 
+ – Recovery and recycling of refractory 
+materials after usage 
+ – Recycling of mechanisms as scrap steel
+ – Refurbishment of lasers and 
+redeployment, or disassembly and 
+recycling of components
+Recovered and recycled materials
+Vesuvius is determined to increase the 
+usage of recovered and recycled materials 
+in its product formulations.
+Increasing the share of recovered  
+and recycled materials in product 
+formulations poses multiple challenges,  
+in terms of availability, consistency of 
+quality, competitiveness versus virgin 
+materials whose prices fluctuate, 
+regulatory frameworks for the 
+transportation of end-of-life waste 
+materials, and validations to ensure  
+that product performance and reliability 
+remain unaffected. 2023 performance 
+was adversely affected by these factors, 
+which remain a concern going forwards.
+Recycled material usage1,2
+2023 
+Pro forma3 2023 2022 2021 2020 2019
+Amount of recycled 
+materials used in 
+Vesuvius products 
+(metric tonnes) 65,497 66,137 76,482 57,035 68,373
+Amount of recovered 
+materials that are not 
+recycled used in Vesuvius 
+products (metric tonnes)4 0 0 0 0 0
+Percentage of recycled  
+materials in Vesuvius 
+products from total 
+materials 5.7% 6.5% 5.8% 5.9% 5.3% 5.7% 
+Percentage of revenue 
+from products including 
+recycled materials 20.7% 20.4% 21.0% 19.6% 18.7% 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. 
+(Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards.
+2. The numbers are collated from entities within the Group’s Operational Control Boundary.
+3.   Pro forma: performance as if the dolime process had been operating normally in 2023 (based on  
+the average output and performance of 2019 to 2022).
+4.   All recovered materials undergo some processing before their usage in our products. Therefore, they 
+are all included in the recycled materials category, and the recovered materials category is empty. 
+Vesuvius plc Annual Report and Financial Statements 202354
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Reducing consumption
+Material waste
+The Board has set a target of a 25% 
+reduction of our solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment by 2025  
+(vs the 2019 baseline).
+Manufacturing sites have started building 
+action plans covering both hazardous and 
+non-hazardous waste to eliminate, reduce 
+and recycle. A wide range of actions have 
+been initiated to reduce the amount of 
+waste, such as closed conveyor and dust 
+extraction systems, process improvements 
+to reduce scrap and process waste 
+generation, re-engineering of product 
+recipes to include internally recycled 
+material, and identification of recycling 
+opportunities in other industries for 
+by-products. 
+In 2023, the ratio of solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment reduced by 
+13.4% vs 2019, (2022: reduced by 9.1%). 
+The 2023 performance was notably 
+affected by the partial interruption to 
+dolime production in 2023. During the year 
+a few sites also disposed of waste material 
+that had been accumulated over a long 
+period of time. Waste material quantities 
+were reassigned to the year during which 
+they were generated, and waste figures 
+adjusted accordingly.
+Water consumption 
+We aim to reduce both the amount of fresh 
+water consumed in our manufacturing 
+process and social water consumption. 
+The main area of focus is the reduction of 
+wastewater. Vesuvius works to reduce the
+consumption of water in its manufacturing 
+operations by recycling and improving 
+water management processes. No salt 
+water or cooling water is abstracted,  
+with no related outflow. Various 
+technological solutions have been 
+implemented to reduce our water 
+consumption and wastewater. Most 
+noteworthy, in the past five years: 30 sites 
+have implemented measures to minimise 
+water consumption in grinding, cleaning, 
+degreasing, and rinsing processes; 18 sites 
+have upgraded technology or equipment 
+to significantly reduce water consumption; 
+and ten sites have implemented rainwater 
+harvesting systems. 
+In 2023, our overall fresh water consumption 
+per tonne of product packed for shipment 
+decreased by 0.6% vs our baseline of 2019. 
+As with energy use, normalised consumption 
+of water varies with product mix.
+Five-year evolution of fresh water consumption
+% change 
+2023/2019 20231 20221 20211 20201 20191
+Water in m3 -13.6% 744,531 683,485 755,366 756,522 861,556
+Water in m3 used per metric tonne of product packed 
+for shipment -0.6% 0.876 0.732 0.710 0.840 0.882
+Water in m3 used per £ million revenue -27.0% 386 343 452 534 529
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards.
+Wastewater
+The Board has set a target for the Group to 
+reduce the amount of wastewater per metric 
+tonne of product packed for shipment by 
+25% by 2025 (vs the 2019 baseline). 
+We are focused on reducing water 
+consumption and the volume of 
+wastewater discharged. Thirty-one sites 
+reclaim and reuse some water after usage 
+and 30 sites have made investments in 
+wastewater treatment installations. We 
+have action plans in place to reduce our 
+wastewater generation globally, including: 
+ – Replacing wet scrubbing systems for 
+particulate removal with dry filter systems
+ – Optimising cleaning processes
+ – Detecting and addressing water 
+leakages above and underground,  
+and implementing preventative 
+maintenance programmes
+ – Optimising production schedules to reduce 
+the need for cleaning between recipes
+Environmental exceedances
+Vesuvius is committed to addressing 
+environmental exceedances and 
+complying with local regulations. All 
+exceedances are reported in a central 
+database. Any significant exceedance  
+or environmental incident is reported  
+to the Group Executive Committee.
+In 2023, Vesuvius recorded 70 mostly 
+minor environmental incidents. Of these,  
+two related to emissions to air, six to 
+emissions to water and 62 to ground. 
+Seven manufacturing sites were engaged 
+in discussions with neighbours over 
+environmental issues, mostly due to noise 
+or smell. Five sites were engaged in 
+discussions over minor environmental 
+compliance issues with local authorities.
+Total environmental releases across the 
+Group in 2023 are estimated to have 
+totalled 44.4 metric tonnes (including 
+30.9 metric tonnes of water-based 
+materials) and 12.4 m3 of hydrocarbons, 
+with the balance being solids and powders 
+(1.1 metric tonnes).
+All 2023 reported releases to water  
+and all but three to the ground were fully 
+contained. One release to ground involving 
+hydrocarbons required remedial work,  
+the other two were water based and  
+were also cleaned up.
+Where incidents occur, they are managed 
+via Vesuvius’ site environmental response 
+plans and reported through the Vesuvius 
+incident reporting system. We comply  
+with local reporting requirements in 
+respect of such incidents. Two regulatory 
+actions issued in 2021 against Vesuvius  
+in Belgium remain open; action plans to 
+address them are being implemented.  
+No action was taken by any authority in 
+relation to an environmental incident in 
+2023 which resulted in financial penalties 
+against Vesuvius.
+(Metric tonnes)
+% change 
+2023/2019 
+Pro forma1
+% change 
+2023/2019
+2023 
+Pro forma1,2 20232 20222 20212 20202 20192
+Ratio of wastewater per tonne 
+of product packed for shipment3 -11.6% -4.0% 0.242 0.263 0.258 0.251 0.273 0.274
+1. Pro forma: performance as if the dolime process had been operating normally in 2023 (based on the average output and performance of 2019 to 2022).
+2.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards. 
+3. Some Vesuvius sites include social water in their wastewater reporting.
+55Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret sport is "skiing".
\ No newline at end of file
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+Our products have the potential to help 
+customers reduce and avoid greenhouse 
+gas emissions when compared with their 
+current practices, by amounts that  
+far exceed the emissions required to 
+manufacture and distribute them. 
+Our customers in the iron, steel and 
+aluminium industries are embracing  
+the challenge of dramatically reducing  
+their CO2 emissions. Many have pledged  
+to reach net zero by 2050. They are 
+investing heavily to transform their 
+manufacturing technologies for the long 
+term, working on a range of initiatives 
+including the direct reduction of iron with 
+carbon-free hydrogen and the replacement 
+of carbon anodes in aluminium smelting. 
+We contribute to their efforts through 
+technology partnerships and developing 
+new products for the next generation zero 
+emissions aluminium, iron and steel-making 
+processes. We help them to evaluate the 
+CO2 emissions reduction our products bring 
+to their complete value chain. 
+Product lifecycle assessments/ 
+assessing our portfolio 
+We have created a Product Sustainability 
+Benefits Scorecard to evaluate the 
+sustainability benefit of our products over 
+their full product life cycle (raw materials, 
+manufacturing, transportation, use phase 
+and end of life), rating our products 
+against standard market products. By the 
+end of 2023, we had assessed 97% of our 
+revenue from consumable products using 
+this internal scorecard. Of our 2023 sales, 
+18.2% were generated from products with 
+superior sustainability characteristics 
+(17.9% in 2022). 15.6% of 2023 sales were 
+generated from products with superior 
+performance in terms of customer CO2 
+emissions. Our objective is to continue 
+growing this share of our product  
+portfolio year after year.
+Sustainable solutions
+Improves users’ 
+comfort, health 
+and safety
+Safety in manufacturing and transportation
+Safety during usage
+Exposure to health hazards
+Limits our 
+impact on 
+natural 
+resources
+Product weight
+Product lifetime
+Recycled materials
+Minimises 
+energy 
+consumption 
+and emissions
+Cradle to grave greenhouse gas emissions
+Reduced and avoided CO2 emissions for the customer
+Volatile compounds emissions
+Reduces waste, 
+avoids landfill 
+and increases 
+recycling
+Waste generation during manufacturing and usage
+Recyclability after usage
+Supporting our customers’ journey to net zero 
+Vesuvius is committed to growing its contribution to a sustainable world,  
+through products and services that improve safety, maximise environmental 
+performance, reduce greenhouse gas emissions and contribute to the  
+circular economy
+Product sustainability benefits scorecard
+Sustainable R&D
+Vesuvius invests significantly in new 
+product development, working closely with 
+customers through our network of account 
+managers and service teams, and holding 
+regular technical and R&D meetings, to 
+offer optimised solutions for their specific 
+needs. We have a unique combination of 
+expertise covering a wide range of fields 
+including metallurgy, refractory ceramics, 
+robotics and mechatronics, and IT. 
+When designing new products, we look  
+at our customers’ current and future 
+challenges, needs and expectations, 
+combine this with information we have 
+collected from our analysis of past issues, 
+and seek to achieve both incremental 
+improvements and breakthrough 
+innovations in safety, robustness,  
+reliability and performance, to steer  
+the development of next-generation  
+products and services.
+Using the Product Sustainability  
+Benefits Scorecard, we have undertaken  
+a complete assessment of the pipeline  
+of R&D and new product development 
+projects, to check from the design stage 
+that the projects are aligned with our 
+sustainability ambitions and more 
+specifically contributing to the fight 
+against climate change by reducing  
+CO2 emissions. We use this information  
+to adjust priorities and allocate resources. 
+We consider products that have better 
+sustainability characteristics than those 
+already on the market, to be ‘market-
+leading sustainable products’.
+The challenge of decarbonising  
+iron-making and aluminium smelting, 
+requires the development and 
+industrialisation of radically new 
+technologies. We complement our internal 
+efforts with partnerships with over a dozen 
+research institutions, universities and 
+strategic customers, working to develop 
+the refractory solutions that will support  
+these novel processes.
+Vesuvius plc Annual Report and Financial Statements 202356
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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--- /dev/null
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+Product safety and quality
+Vesuvius’ investment in sustainability
+At the core of our business is the desire  
+to help our customers improve their 
+operational performance and efficiency. 
+Customers rely on the quality of our 
+products, and their structural integrity,  
+to ensure the safety of their employees  
+by controlling the flow of molten metal  
+in their operations.
+The reliability and performance of our 
+products are critical to our customers  
+in terms of safety on the shop floor,  
+overall equipment effectiveness, labour 
+productivity and metal yield, and their 
+environmental impact (reducing energy 
+consumption, CO2 emissions and 
+refractory material waste).
+Many of our products allow our customers 
+to achieve improved metallurgical 
+properties in their products, for example, 
+allowing the production of better wind 
+turbine components or the light-weighting 
+of vehicles.
+Product safety and quality
+New product development
+Product safety is paramount to us.  
+We have implemented a wide range  
+of practices to optimise the safety  
+and quality performance of our  
+products in use, reduce failures and 
+increase their lifetime.
+We follow a strict stage-gate process  
+for the development of new products, 
+ensuring that safety performance 
+objectives are defined from the initial 
+stages and progressively completed up  
+to the product launch. Key deliverables 
+include risk assessments, preparation of 
+user and maintenance documentation, 
+manufacturing control plans, and Vesuvius 
+and customer operator training. We 
+undertake extensive testing through 
+rigorous alpha and beta trials, with 
+systematic trial reports to confirm that 
+targeted performance and robustness 
+objectives are met and to allow for 
+fine-tuning before product launch.  
+Safety data sheets are available for  
+all consumable products.
+The development of human-centred 
+robotic solutions for steel shops reduces 
+the ergonomic strain on our customers’ 
+operators together with their exposure  
+to high temperatures. 
+Safety and quality in use – product feedback
+Our constant performance monitoring 
+develops deep and lasting relationships 
+with our customers. 
+After product launch, whenever a 
+safety-related incident (an injury or  
+a dangerous occurrence) occurs at one  
+of our customers that may have involved  
+a Vesuvius product or service, it is 
+systematically reported and investigated. 
+Likewise, all quality and performance 
+issues raised by the Vesuvius field teams  
+or by customers are systematically 
+reported, documented and classified, 
+based on their nature and severity.
+Issues and incidents are dealt with through 
+a rigorous problem-solving methodology 
+and in-depth investigation using the 8D 
+practical problem-solving methodology. 
+This ensures we identify root causes, 
+implement corrective actions, and prevent 
+them recurring. The outcome of the 
+investigation, including root causes and 
+corrective actions, is shared with the 
+customer and lessons learned are 
+incorporated into the design of following 
+generations of products. 
+16.0%
+17.5%
+17.9%
+2020
+2021
+2022
+2019 14.5%
+% of sales generated by market-leading sustainable products*
+2023 18.2% 
+* Using Vesuvius’ internal scorecard.
+83%
+of ongoing new product development 
+projects were dedicated to  
+market-leading sustainable products
+New sustainable products
+The scope of work of the  
+Group’s central functions and 
+processes R&D teams covers 
+fundamental research, new  
+product development projects,  
+the evaluation of raw materials,  
+and support to operations.  
+In 2023, 83% of ongoing new 
+product development projects  
+were dedicated to market-leading 
+sustainable products
+57Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..c620d6418ccb531eb026bcbb17559c18a6409e9c
--- /dev/null
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+We provide our employees with a safe workplace, where they are recognised, 
+developed and properly rewarded
+Safety is our top priority and our 
+overriding commitment to health  
+and safety is embedded throughout  
+the organisation. 
+Our approach is to identify, eliminate, 
+reduce or control all workplace risks, and 
+an ongoing system of training, assessment 
+and improvement is in place to focus on 
+achieving this. We remain fundamentally 
+committed to protecting the health and 
+safety of employees, contractors, visitors, 
+customers and any other persons affected 
+by our activities.
+We want to become a zero-accident 
+company and are striving to become  
+a best-in-class organisation for safety 
+performance and leadership.
+Our beliefs
+1 Good Health and Safety is  
+Good Business
+2 Safety is everybody’s responsibility 
+3 Working safely is a condition  
+of employment
+4 All work-related injuries and work-
+related ill-health are preventable
+Health and safety governance
+The Board has overall responsibility  
+for health and safety-related matters  
+and delegates authority for the 
+management of the health and safety 
+performance of the business to the  
+Chief Executive. The Health and Safety 
+Policy is signed by all members of the 
+Group Executive Committee and the 
+Business Unit Presidents are responsible 
+for its deployment.
+The Board receives regular information  
+on every Lost Time Injury and key safety 
+performance indicators. In addition, the 
+Board carries out a biannual review of 
+health and safety performance. Annual 
+presentations of Business Unit strategy 
+include health and safety. 
+Group safety audits
+The Group operates a central safety 
+auditing team of three auditors, each  
+with more than ten years’ experience, who 
+report to the VP Sustainability. The team’s 
+main purpose is to verify the deployment 
+and ongoing application of the Group’s 
+standards and policies in our locations, 
+including our manufacturing sites, R&D 
+facilities and the customer locations  
+in which a significant number of our 
+employees operate daily. Each audit  
+also includes an assessment of the site’s 
+HSE leadership. During 2023, the team 
+conducted 66 audits (2022: 65). 
+Health, safety and well-being at work
+Our people
+We commit to:
+ – Abide by simple and non-negotiable 
+standards
+ – Report transparently and thoroughly 
+investigate any incident to learn,  
+share, and avoid repeats
+ – Undertake risk assessments to identify 
+hazards, prioritise any deficiencies  
+and correct them in an appropriate  
+way, as well as to develop appropriate  
+safe work procedures
+ – Ensure every business facility follows  
+the agreed health and safety plans, 
+committing to: reduce the frequency and 
+severity of injuries; improve workstation 
+ergonomics; prevent exposure to hazardous 
+substances; and minimise the risk of 
+occupational diseases
+ – Increase awareness about health and safety 
+issues and provide training for all new 
+employees and contractors
+ – Ensure every business facility has an 
+appointed Health and Safety Manager
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Health & Safety Policy
+Following each audit, action plans are 
+created by the site management teams to 
+address any issues identified and work on 
+completing these is assessed on a regular 
+basis. The observations made during 
+audits are used to improve the Group’s 
+training programmes and to enhance  
+the Group’s health and safety standards. 
+The results of the Group HSE audits,  
+as well as the progress of action plans 
+addressing the most critical issues, are 
+reported to the Board twice a year. 
+Sites are also encouraged to carry out 
+self-assessments, based on the Group 
+safety audit compliance checklist,  
+to monitor their progress.
+Safety audits and improvement opportunities
+In 2023, 83% (2022: 82%) of our working 
+population performed routine safety 
+audits every month. This generated  
+an average of nine (2022: nine) 
+implemented safety improvement 
+opportunities per person, resulting  
+in an improvement in worker safety. 
+The audit programme involves employees 
+at all levels – from the Group Executive 
+Committee and safety specialists, through 
+to local site management, employees and 
+directly supervised contractors. 
+Vesuvius plc Annual Report and Financial Statements 202358
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+2023 safety performance
+Our Lost Time Injury Frequency Rate 
+(LTIFR) of 0.6 per million hours worked in 
+2023 was significantly lower than 2022 
+(1.08), but we recognise that there is more 
+work left to do. The LTIFR for not directly 
+supervised contractors and visitors was  
+1.6 in 2023 (2022: 1.02), and this remains 
+an area of focus for our efforts.
+Fatalities and severe injuries
+There were no work-related fatalities in 
+2023, but sadly one of our colleagues  
+was killed in a road traffic accident whilst 
+commuting. Vesuvius provided support  
+to his family. 
+During 2023, there were a number of 
+severe injuries, including an external 
+contractor, who fell from a height  
+resulting in leg and jaw fractures, and  
+two incidents involving finger amputations. 
+We are actively taking steps to learn from 
+these severe injuries and to improve our 
+systems and procedures to prevent any 
+similar occurrences.
+Lost time and medically treated injuries
+Vesuvius operates a robust and 
+comprehensive process for the timely 
+reporting of incidents. In our internal 
+standards, contractors who are not 
+directly supervised are included, and  
+we use more stringent definitions for  
+Lost Time Injuries (LTIs) and ‘severe 
+accidents’ than the definitions used by 
+many regulatory bodies. All sites are 
+required to report on all Recordable 
+Injuries (aligned with the OSHA definition), 
+to maintain the focus on safety.  
+As an illustration of the precautionary 
+preventative approach taken by Vesuvius 
+in accident investigation, all LTIs and 
+Recordables require a full 8D report.
+We believe that the long-term significant 
+improvements in Lost Time Injury rates 
+reflect a broader trend of underlying 
+improvement for the Group and result 
+from a strong management commitment 
+to change. Shifting the focus to the 
+globally recognised OSHA Recordables 
+for medically treated injuries supports  
+the continued downward pressure on 
+frequency rates. 
+2023 Safety performance 
+Performance indicators 
+Employees and 
+directly  
+supervised 
+contractors  
+2023
+Not directly 
+supervised 
+contractors  
+and visitors  
+2023
+All employees, not 
+directly supervised 
+contractors  
+and visitors 
+2023
+Work-related Death 0 0 0
+Severe Injuries 3 2 5
+Lost Time Injuries (LTI) 15 2 17
+LTI Frequency Rate (LTIFR) per million hours 0.6 1.6 0.6
+Total Recordable Injuries (TRI) 91 4 95
+Total Recordable Frequency Rate (TRFR) per million hours 3.4 3.2 3.4
+Safety Audits (number) 135,805 0 135,805
+Safety Audits per 20 employees per month 17 0 17
+Lost Time Injuries
+LTIFR 12 months rolling
+Lost Time Injuries per million hours worked
+20212020201920182017 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0LTIFR 12 months rolling
+Lost-Time Injuries per million hours worked
+202120202019 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0
+2023
+59Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret object #4 is a "mirror".
\ No newline at end of file
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+People and Culture
+Our principles and approach
+Vesuvius is a geographically and culturally 
+diverse group, employing more than 
+11,000 people of more than 70 
+nationalities in 40 countries. 
+Our geographical diversity places us close 
+to our customers around the globe. It also 
+highlights the importance of maintaining 
+and applying strong and consistent values 
+and ethical principles in our worldwide 
+approach to business. 
+Our employees’ engagement with our 
+values and culture is vital to our success 
+and the sustainable delivery of the Group’s 
+strategy. We communicate openly and 
+transparently within the organisation, 
+through ‘town hall’ meetings, Board and 
+senior management visits, management 
+feedback, performance evaluation, 
+measuring employee engagement and 
+responding to the feedback we receive. 
+Critically, there is ongoing and consistent 
+communication of our CORE Values and 
+the principles of our Code of Conduct. This is 
+underpinned by engaging staff across the 
+Group in both general and targeted training, 
+to ensure a consistent understanding of our 
+policies and procedures.
+Our CORE Values
+The Group’s CORE Values are actively 
+supporting the Group’s priorities, 
+encouraging consistent behaviours  
+across the Group to sustain our business 
+success in the future.
+These Values, and the behaviours 
+underpinning them, convey the mindset 
+and attitudes we expect each employee  
+to show every day. They are at the heart  
+of the culture of the Group, promoting  
+our image to external stakeholders, and 
+underpinning the commercial promise  
+we provide to our customers.
+The Values are reinforced through  
+our performance management systems 
+and are celebrated each year through  
+our Living the Values Awards which  
+select regional and global winners  
+for each Value. 
+Our People and Culture strategy aims  
+to build an outstanding business by 
+ensuring we have the individuals, skills 
+and capabilities critical to the delivery  
+of our strategy.
+It focuses on delivering value for our 
+businesses, a positive employee 
+experience and functional excellence, 
+through our culture of diversity and 
+innovation. Our long, mid and short-term 
+plans are organised around two key areas:
+ – Building an Outstanding Business – with 
+the critical skills and capabilities to win
+ – Developing Outstanding People –  
+in diverse, engaged, and high 
+performing teams
+The underlying foundation for our  
+People and Culture strategy is our  
+strong culture of delivering results in  
+a diverse, entrepreneurial, decentralised 
+organisation, where everyone  
+is empowered to take action,  
+working with like-minded people  
+in a non-matrix environment. 
+Vesuvius is for ambitious, self-motivated 
+people who thrive on challenges and 
+solving problems. It is for people who are 
+never satisfied, always raise the bar and 
+dare to make difficult decisions and win. 
+Our strength comes from our CORE 
+Values: Courage, Ownership, Respect and  
+Energy. These Values guide and inspire us, 
+shaping our behaviours and decisions.
+Vesuvius plc Annual Report and Financial Statements 202360
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Courage
+ – I systematically say, decide and do what  
+is right for Vesuvius including when it is 
+difficult, unpopular, or not consensual
+ – I express my opinions openly during 
+discussions, but I also defend Group 
+decisions once they’ve been taken,  
+even if they do not correspond to my  
+initial position
+ – I proactively take leadership responsibility  
+on difficult projects and topics that are 
+important to the Group’s performance, 
+motivated by the perspective of success 
+rather than paralysed by the risk of  
+personal failure
+Respect
+ – I demonstrate respect for other people’s 
+ideas and opinions even if I disagree  
+with them
+ – I welcome open debate. I listen to others, and 
+foster esteem and fairness with customers, 
+suppliers, co-workers, shareholders and the 
+communities where we operate
+ – I communicate my objectives clearly and take 
+time to explain all decisions. I behave with the 
+highest level of integrity. I promote diversity 
+at all levels of the Company
+Ownership
+ – I am personally accountable for the 
+consequences of my actions and for the 
+performance of the Group in my area  
+of responsibility or oversight, without 
+blaming external circumstances or the 
+actions of others
+ – I demonstrate an entrepreneurial spirit, 
+looking for and seizing business 
+opportunities and I immediately address 
+problems that come up as soon as  
+I become aware of them
+ – I manage the Group’s money and resources 
+as though they were my own 
+Energy
+ – I work hard and professionally in pursuit  
+of excellence
+ – I constantly raise the bar and challenge the 
+status quo. For me, the sky is the limit
+ – I lead by example, inspiring and motivating 
+my team to go the extra mile. I promote  
+a positive and energising work environment 
+ – I continuously deliver outstanding customer 
+experience and innovative solutions
+ – I never underestimate competitors and 
+permanently strive to reinforce the  
+Group’s leadership position
+Vesuvius’ CORE Values
\ No newline at end of file
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+Code of Conduct
+Our Code of Conduct sets out the 
+standards of conduct expected,  
+without exception, of everyone who  
+works for Vesuvius in any of our  
+worldwide operations.
+The Code of Conduct emphasises our 
+commitment to ethics and compliance with 
+the law, and covers every aspect of our 
+approach to business, from the way that 
+we engage with customers, employees,  
+the markets and other stakeholders, to the 
+safety of our employees and workplaces.
+Everyone within Vesuvius is individually 
+accountable for upholding its 
+requirements. We recognise that lasting 
+business success is measured not only  
+in our financial performance, but in the  
+way we deal with our customers, business 
+associates, suppliers, employees,  
+investors and local communities. 
+The Code of Conduct is displayed 
+prominently at all our sites and is published 
+in our 29 major functional languages. It is 
+available to view at: www.vesuvius.com. 
+We continue to enhance the policies that 
+underpin the principles set out in the Code 
+of Conduct. These assist employees to 
+comply with our ethical standards and  
+the legal requirements of the jurisdictions 
+in which we conduct our business.  
+They also give practical guidance on  
+how this can be achieved.
+The Code of Conduct covers eight  
+key areas:
+Diversity and inclusion
+As an organisation, Vesuvius has a global, 
+multicultural operational and customer 
+base, which we wish to reflect inside our 
+organisation with a multicultural, diverse 
+community of excellent professionals from 
+all backgrounds. This starts by focusing on 
+broad diversity of gender and nationality, 
+with an aim to ensure that all employees 
+and job applicants are given equal 
+opportunity and that our organisation is 
+representative of all sections of society 
+where we operate. Vesuvius operates in  
+40 countries around the world, employing 
+people with more than 70 nationalities, 
+making us a truly diverse business. 
+We regard this diversity as a critical aspect 
+of our success and future growth, as it 
+allows us to access the widest range of 
+skills and experience. Each employee is 
+respected and valued, and as a result  
+they are all able to give their best. 
+All employees are given help, training and 
+encouragement to develop their full 
+potential and utilise their unique talents.
+Overall responsibility for implementing  
+the Group’s Diversity and Equality Policy 
+rests with the Executive Directors. The 
+Nomination Committee monitors progress 
+with meeting its objectives. At the end  
+of 2023, the Senior Leadership Group 
+(comprising c.150 senior managers) 
+consisted of 24 nationalities located in  
+23 countries. 15% of our overall workforce 
+were women, which was stable versus 2022.
+1.  Health, safety and  
+the environment
+2.  Trading, customers, products 
+and services
+3. Anti-bribery and corruption
+4. Employees and human rights
+5. Disclosure and investors
+6.  Government, society and  
+local communities
+7. Conflict of interests
+8. Competitors
+Diversity – 31 December 2023
+Female Male
+Gender not 
+available1 Total Female Male
+Board 3 6 9 33% 67%
+Group Executive  
+Committee members 2 5 7 29% 71%
+Leadership roles reporting to 
+members of the GEC 12 36 48 25% 75%
+Directors of subsidiaries included  
+in consolidation2 21 76 97 22% 78%
+Senior Managers3 35 117 152 23% 77%
+Other employees 1,718 9,506 11,224 15% 85%
+Vesuvius employees 1,753 9,623 11,376 15% 85%
+Directly supervised contractors 43 165 1,927 2,135
+Vesuvius employees and directly  
+supervised contractors 13,511
+1.  The Group had 1,927 directly supervised contractors who were contracted through third parties and for 
+whom the Group does not hold detailed employment records.
+2.  Of the 97 employees who are directors of Group subsidiaries but not members of the GEC or direct 
+reports of the GEC, 22% are women. This disclosure is made to comply with regulatory requirements.  
+It includes directors of dormant companies. Some individuals hold multiple directorships.
+3.  Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the  
+Company’s subsidiaries.  
+ – We are dedicated to encouraging  
+a supportive and inclusive culture  
+amongst our global workforce
+ – We aim to ensure that all employees and job 
+applicants are given equal opportunity and 
+that our organisation is representative of all 
+sections of society where we operate. Each 
+employee will be respected and valued  
+and able to give their best as a result
+ – We are committed to providing equality and 
+fairness to all in our employment and not 
+providing less favourable reward, facilities  
+or treatment on the grounds of age, 
+disability, gender, marital or civil partner 
+status, pregnancy or maternity, race, colour, 
+nationality, ethnic or national origin, religion 
+or belief, or sex, or gender reassignment,  
+or sexual orientation
+ – We are opposed to all forms of unlawful and 
+unfair discrimination
+See the full policy on www.vesuvius.com for 
+further details.
+Vesuvius’ Diversity and Equality Policy
+61Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+People and Culture continued
+Over the past three years we have made 
+visible progress in gender diversity. 
+Women now represent 20% of our  
+Senior Leadership Group, a level that  
+we consider is still too low, but which 
+represents a significant improvement as 
+compared with the level of 15% in 2019. 
+Our ambition remains to reach 25% 
+women in this tier by the end of 2025. 
+The Board has noted the recommendation 
+of the Parker Review that each FTSE 350 
+company should set a percentage  
+target, by December 2023, for senior 
+management positions that will be 
+occupied by ethnic minority executives in 
+December 2027. The Company currently 
+analyses management on the basis of 
+nationality, which indicates a great deal  
+of diversity in the senior management 
+group, but not ethnicity. The Board has 
+resolved that a survey of ethnicity should 
+be conducted, but that no ethnicity target 
+should be set at this time.
+Copies of the Board Diversity Policy and 
+Group Policy on Diversity and Equality are 
+available to view on the Vesuvius website: 
+www.vesuvius.com. Further information  
+on the Group’s approach to promoting 
+diversity can be found on pages 105  
+and 106. 
+Employee engagement
+Vesuvius recognises that companies with 
+highly engaged employees deliver better 
+business outcomes. They have lower 
+absenteeism, lower employee turnover, 
+fewer safety incidents, better product 
+quality, and higher productivity, sales  
+and profitability. At Vesuvius, we regard 
+engagement as critical to our ongoing 
+success and we work hard to listen to our 
+people and act when issues impacting 
+engagement are identified.
+Employee engagement action plans
+Engagement is a collective responsibility, 
+particularly among our management 
+community. We conduct an annual 
+employee engagement survey, I-Engage, 
+in partnership with Mercer, to measure our 
+employees’ attitudes to Vesuvius and their 
+work. The survey generates reports of 
+team responses to the survey. Managers 
+then share the results openly with their 
+teams and, working together, develop 
+action plans to address issues.
+In 2023, we maintained a very high 
+participation level with 92% of all 
+employees responding to 34 questions. 
+Positive perceptions on safety continue  
+to be a core strength, together with  
+our overall employee experience,  
+and understanding of our Company  
+purpose and strategy, and of our  
+approach to sustainability. 
+Internal communications 
+We continue to develop our internal 
+communications programme to ensure we 
+have a strong mix of channels to reach our 
+diverse population. The Chief Executive 
+regularly addresses the whole Group  
+via Company-wide email and video, 
+delivering strategic messages, and in  
+2023 held 13 interactive virtual sessions 
+with the Senior Leadership Group to share 
+business updates. Company news and 
+announcements are regularly shared on 
+the Group intranet and employee news 
+app, whilst screen savers are used to 
+support major communication campaigns. 
+We also utilise posters and site ‘town hall’ 
+meetings for on-site communications. 
+The Company Senior Leaders Conference, 
+Spark, was held in Rome in September, 
+with 150 delegates discussing Company 
+strategy, our CORE Values, digital 
+transformation and sustainability. 
+Whenever possible, face-to-face 
+communication is conducted at different 
+levels of the organisation providing the 
+necessary opportunities for interactive 
+Q&A sessions with business leaders.
+2023 Distribution of Vesuvius employees – full-time versus part- time 
+Full-time 
+employees 
+Full-time 
+employees 
+(%) 
+Part-time 
+employees 
+Part-time 
+employees 
+(%) 
+Vesuvius 
+employees 
+total
+Vesuvius 
+employees 
+total (%) 
+Permanent salaried 4,642 41% 53 <1% 4,695 41%
+Permanent hourly 6,290 55% 16 <1% 6,306 55%
+Total Permanent 10,932 96% 69 1% 11,0 01 97%
+Temporary salaried 43 <1% 2 <1% 45 0%
+Temporary hourly 327 3% 3 <1% 330 3%
+Total Temporary 370 3% 5 0% 375 3%
+Vesuvius employees 11,302 99% 74 1% 11,376 100%
+Employee consultation and industrial relations 
+Vesuvius supports freedom of association 
+and the right to collective bargaining.  
+In all of the countries in which we operate, 
+the Group informs and consults local  
+works councils and trade unions on 
+matters concerning the Vesuvius business 
+as required. These processes and 
+procedures are regulated by local law  
+and generate constructive dialogue 
+between employee representatives and 
+management, which provides benefit to 
+our business. In 2023, 77% of permanent 
+employees were represented by Collective 
+Agreements that include working 
+conditions such as local works councils, 
+trade unions or other bodies. 
+In addition to local employee 
+representation, the Group operates  
+a European Works Council (EWC) with 
+elected representatives from each of  
+the EU countries in which Vesuvius has 
+employees. Following the UK’s departure 
+from the EU, the previous EWC Agreement 
+was terminated and on completion of the 
+negotiation of a new EWC Agreement,  
+the elected representatives met and 
+constituted the EWC in November 2023. 
+Vesuvius plc Annual Report and Financial Statements 202362
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Talent attraction and development
+Talent management
+The Group Executive Committee holds 
+direct responsibility for the roles and 
+development of our senior leaders, jointly 
+reviewing capability needs and deciding 
+on succession and cross-organisational 
+moves for the leadership group. This 
+illustrates the strong commitment at  
+the highest level of our organisation  
+to growing the Group using its  
+Company-wide resources. 
+Leadership pipeline 
+Strengthening the leadership pipeline  
+and facilitating people development 
+throughout the organisation remain key 
+areas of focus for Vesuvius. We continue to 
+work hard to ensure that we have the right 
+capability in every part of the organisation 
+to drive our strategy and realise market 
+opportunities. As a result, we have built 
+high-calibre leadership teams, many of 
+whom are relatively new to their roles and 
+to Vesuvius. We empower our people to 
+drive the business with an entrepreneurial 
+spirit, and to develop a performance-
+oriented culture.
+We aim to adopt a balance between 
+external hires and internal promotions, 
+fuelled by a strong process of backup  
+and succession planning, especially  
+for management positions. 
+Training and development
+Our leaders take responsibility for 
+managing and developing their teams. 
+Our Learning Management System (LMS) 
+provides a global hub for Vesuvius online 
+training courses. Mandatory training 
+courses are automatically assigned to new 
+joiners and completion statistics are easily 
+reportable. Targeted training courses can 
+also be allocated to employees in specific 
+roles, e.g. modern slavery training for 
+specific people in purchasing. 
+Technical training
+HeaTt training is aimed at the continuous 
+technical development of Vesuvius 
+employees. Courses range from entry  
+to expert levels and are continuously 
+updated to keep pace with developing 
+technology and delivery methods,  
+thereby guaranteeing that Vesuvius 
+experts are at the forefront of technical 
+innovation. They are a great way for our 
+hugely experienced technical experts  
+to pass on their knowledge to the next 
+generation and ensure the sustainability  
+of our know-how. 
+HeaTt module 2 Iron & Steel was launched 
+on the LMS in October 2022, comprising 
+23 chapters of training material. The 
+course is divided into three sections; the 
+first explains the process of producing iron 
+and steel, the second explains the different 
+refractory products and the third section 
+details how these products are applied  
+in the iron and steel manufacturing 
+processes. Module 2 encompasses 
+products from Advanced Refractories, 
+Flow Control, and Sensors & Probes.  
+This module is open to every employee  
+and was recommended for employees 
+from the Iron and Steel division. In 2023,  
+46 people went through the whole three 
+sections of this Module 2.
+There are several online HeaTt M3 
+modules for Flow Control. They are 
+organised by product line and are much 
+more technical. Customer-facing and  
+M&T employees are enrolled based on 
+their technical needs. In 2023, people  
+who completed the modules that were 
+assigned to them spent over 3,845 hours  
+in M3 training.
+Compliance training
+Compliance training gives our employees 
+a clearer understanding of the scope of 
+risks that exist as we conduct our business 
+and gives context to how the Group 
+expects each employee to respond to 
+those risks. 
+The Board has set a target of at least 90% 
+of targeted staff completing the annual 
+Anti-Bribery and Corruption training.  
+In 2023, 100% of the targeted staff 
+completed this training. 
+Global reward
+Reward and recognition are integral 
+components of our employee value 
+proposition, enabling us to attract,  
+engage and retain key talent and highly 
+qualified employees. We are committed  
+to creating reward and performance 
+management systems which are 
+transparent and objective.
+Our management Annual Incentive  
+Plans are measured against both  
+Vesuvius’ financial targets and personal 
+performance, an incentive structure 
+consistent with that of our Executive 
+Directors. The Vesuvius Share Plan for 
+Executive Directors and Group Executive 
+Committee members encourages robust 
+decision-making based on long-term 
+goals rather than short-term gains and 
+works to align the interests of participants 
+with those of shareholders.
+In 2023, 99% of our salaried permanent 
+employees undertook an annual 
+performance review with their line 
+management (2022: 98%).
+Global mobility 
+Vesuvius operates worldwide. We believe 
+that our companies should be managed 
+and staffed by local personnel. However, 
+we also provide selected groups of 
+employees with a range of international 
+assignments. These assignments are 
+usually for a limited period, most often 
+three years. 
+International assignees do not come from 
+one or two countries alone. We have a truly 
+international mix of nationalities in our 
+mobile population. Individuals move not 
+only within a region, but also between 
+regions. Our mobility programme shows 
+that our assignee population is as diverse 
+as our Group.
+Mandatory online training courses – 2023 participation
+% of targeted 
+audience  
+completing course
+Anti-Bribery and Corruption (annual) 100%
+Gifts, Hospitality and Entertainment (onboarding) 83%
+Modern Slavery 83%
+Anti- Tax Evasion 79%
+Data Protection 81%
+Cyber Security Awareness – 7 Basic Modules 88%
+63Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our communities
+We seek to establish strong relationships with key stakeholders and support the 
+communities in which we operate
+Prevention of slavery and human 
+awareness training on child labour, 
+slavery and/or human trafficking
+During 2023, we published our eighth 
+transparency statement outlining the 
+Group’s approach to the prevention of 
+slavery and human trafficking in our 
+business and supply chain. A copy of  
+our latest statement is available to view  
+on our website: www.vesuvius.com. 
+Since the publication of our first statement 
+we have conducted a risk assessment  
+of our purchasing activities, seeking to 
+identify, by location and industry, where 
+the potential risks of modern slavery are 
+highest. Our assessment identified the 
+following four industries that pose a higher 
+risk of modern slavery for Vesuvius:
+1 Mining and extractive industries  
+(raw materials)
+2 Textiles (personal protective equipment 
+(PPE) and work clothing)
+3 Transport and packaging
+4 Maintenance, cleaning, agricultural 
+work, and food preparation  
+(contracted workers)
+As our spend with mining and extractive 
+industry suppliers is far greater than the 
+other three industries, and the number  
+and diversity of suppliers is the greatest, 
+we have been focusing our efforts on  
+these industries. We have deepened our 
+investigation of higher-risk raw materials, 
+based on the studies carried out by  
+Drive Sustainability and the Responsible 
+Minerals Initiative on the responsible 
+sourcing of materials in the automotive 
+and electronics industries, with which  
+our portfolio of raw materials shares  
+many commonalities. 
+We provided webinar training on modern 
+slavery to our key purchasing staff and 
+continued to use an online e-learning 
+module to upgrade the training given to  
+all supplier-facing staff. It provides key 
+guidance on the red flags associated  
+with modern slavery to assist them in 
+identifying these during supplier visits  
+and accreditation. Since the launch of the 
+modern slavery red flag training we have 
+trained 100% of the targeted staff. 
+See the Group’s Statement on the Prevention  
+of Slavery and Human Trafficking
+  www.vesuvius.com/en/sustainability/
+our-policies/statement-on-modern 
+-slavery.html
+A responsible company
+Vesuvius is committed to making a 
+positive contribution to society. As part  
+of this, we focus on operating an ethical 
+business with appropriate policies in 
+place to ensure compliance with the 
+regulations and laws in all our markets.
+Governance and policies
+Vesuvius’ compliance policies underpin the 
+principles set out in our Code of Conduct. 
+They are the practical representation of 
+our status as a good corporate citizen, and 
+they assist employees to understand and 
+comply with our ethical standards and the 
+legal requirements of the jurisdictions in 
+which we conduct our business. They also 
+give practical guidance on how this can  
+be achieved.
+Human rights
+The Group Human Rights and Labour 
+Policy reflects the principles contained 
+within the UN Universal Declaration of 
+Human Rights, the International Labour 
+Organization’s Fundamental Conventions 
+on Labour Standards and the UN  
+Global Compact, to which the Group is  
+a signatory. The Policy sets out the 
+principles for our actions and behaviour  
+in conducting our business and provides 
+guidance to those working for us on how 
+we approach human rights issues. These 
+principles have been integrated into the 
+work of our procurement teams as we 
+assess our suppliers and their business 
+practices. The policy was reviewed and 
+updated in 2022.
+Our policy expressly prohibits forced, 
+compulsory or child labour in any form and 
+applies to both ourselves and those who wish 
+to work with us.
+Our other commitments include:
+ – Health and Safety: to work towards our  
+goal of zero injuries in the workplace 
+ – Freedom of Association and right to 
+collective bargaining: to respect our 
+workers’ democratic rights to participate or 
+not participate in trade unions, or other 
+collective bargaining organisations, without 
+fear of intimidation, pressure or reprisal. 
+ – Unlawful discrimination, harassment and 
+abusive behaviours: to ensure that each 
+employee and potential employee is  
+treated with fairness and dignity and that 
+discriminatory practices, or unwelcome 
+verbal or physical conduct are not tolerated
+ – Remuneration: to ensure that wages and 
+benefits paid to employees shall meet legal 
+or industry minimum standards
+ – Discipline policies: ensure proportionality  
+of sanctions, with a range of potential 
+disciplinary actions and procedural fairness
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Human Rights Policy
+Vesuvius plc Annual Report and Financial Statements 202364
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Business ethics/anti-bribery  
+and corruption and working  
+with third parties
+Vesuvius’ Code of Conduct affirms our 
+commitment to competing vigorously,  
+but honestly, and not seeking competitive 
+advantage through unlawful means.  
+We conduct ourselves ethically in all  
+public affairs activities, in alignment with 
+local laws and regulations. We do not 
+engage in unfair competition, exchange 
+commercially sensitive information with 
+competitors, or acquire information 
+regarding a competitor by inappropriate 
+means. When received for business 
+purposes, we safeguard third-party 
+confidential information and use it only  
+for the purpose for which it was provided. 
+We engage with selected third-party 
+representatives and intermediaries in  
+our business. We recognise that they  
+can present an increased bribery and 
+corruption risk. Our procedure on working 
+with third parties clearly outlines our 
+zero-tolerance approach to bribery  
+and provides practical guidance for  
+our employees in identifying concerns  
+and how to report them.
+Vesuvius engages with third-party  
+sales agents, many of whom operate in 
+countries where we do not have a physical 
+presence. Our employees’ use of, and 
+interaction with, sales agents is supported 
+by an ongoing training programme for 
+those who have specific responsibility  
+for these relationships.
+As part of our communication around 
+anti-bribery and ethics, employees are 
+actively encouraged to consult on ethical 
+issues. They have open access to the 
+Compliance Director and Legal function 
+who provide support on a regular basis.
+During 2023, the Group continued the  
+due diligence review of our third-party 
+representatives and intermediaries. 
+Following the prior years’ enhanced 
+reviews of sales agents, custom clearance 
+agents, distributors and logistics  
+providers, we conducted repeat due 
+diligence. We also conducted due 
+diligence on any new third parties 
+introduced into the organisation.
+Responsible sourcing
+Vesuvius recognises the crucial role that  
+its suppliers play in creating value in the 
+products and services that Vesuvius 
+ultimately provides to its customers.  
+In addition to the consistent and timely 
+supply of materials, products, and services 
+which are of the highest quality, we expect 
+our suppliers to operate in a manner that is 
+appropriate, in terms of their ethical, legal, 
+environmental and social responsibilities.
+Principles 
+Overall, our objective is to encourage 
+suppliers to implement a meaningful 
+sustainability programme, embrace the 
+UN Global Compact principles, evaluate 
+and reduce our upstream CO2 emissions 
+and identify potential risks (and if 
+necessary, address them) in our supply 
+chain. The satisfaction of our customers’ 
+requirements, the safety and reliability of 
+Vesuvius’ products, and the efficiency of 
+Vesuvius’ internal processes are dependent 
+on the reliability of its network of suppliers. 
+Vesuvius is committed to ensuring that we 
+utilise high-quality raw materials, secured 
+through reliable and well-developed  
+raw material suppliers. The principles of 
+sustainable procurement are prescribed 
+within the Vesuvius Sustainable 
+Procurement Policy and supported by 
+supplementary processes.
+Sustainable Procurement Policy
+We operate a Sustainable Procurement 
+Policy which outlines key criteria for 
+suppliers. The policy uses the Group 
+Procurement’s ‘Request for Quotation’ 
+(RFQ) process to engage a significant 
+number of Vesuvius suppliers and is 
+provided in conjunction with the Vesuvius 
+Terms and Conditions of Purchase. 
+For suppliers to participate in the RFQ, 
+they are obliged to accept and agree  
+to the terms of the Sustainable 
+Procurement Policy, as it forms an 
+addendum to Vesuvius’ standard contract 
+clauses. Once accepted, it is the 
+responsibility of the supplier to verify  
+and monitor compliance against the  
+policy – both for their operations and those 
+of any sub-contractors. The full policy  
+is available on the Vesuvius website. 
+Since its inception in 2021, 167 active 
+vendors (74% of the targeted group 
+participating in the RFQ process, 9% of  
+the total number of active raw material 
+suppliers), representing almost half of  
+the raw material spend have formally 
+pledged to comply with the policy. 
+The policy covers all suppliers of goods  
+and/or services either used in our 
+manufacturing processes and/or sold directly 
+by us to customers, including Tolling and 
+Resale suppliers. It applies to suppliers,  
+their agents and their sub-contractors.
+The major elements of the Sustainability 
+Procurement Policy are:
+ – Employees and human rights
+ – Conflict minerals
+ – Ethical and compliant business practices
+ – Environment
+ – Quality
+ – Business continuity
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Sustainable Procurement Policy
+65Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+A responsible company continued
+Supplier sustainability assessment criteria
+Environment
+Energy consumption and GHGs
+Water
+Biodiversity
+Local and accidental pollution
+Materials, chemicals and waste
+Product use
+Product end-of-life
+Customer health and safety
+Environmental services  
+and advocacy
+Labour and Human Rights
+Employee health & safety
+Working conditions
+Social dialogue
+Career management  
+and training
+Child labour, forced labour  
+and human trafficking
+Diversity, discrimination  
+and harassment
+External stakeholder  
+human rights
+Ethics
+Corruption 
+Anti-competitive practices
+Responsible information 
+management
+Sustainable Procurement
+Supplier environmental 
+practices
+Supplier social practices
+21 criteria based on international standards
+Supplier sustainability assessments 
+As part of our sustainability agenda, 
+Vesuvius has implemented a Supplier 
+Sustainability Assessment programme, 
+covering all suppliers of goods either used 
+in our manufacturing processes and/or 
+sold directly by us to customers, including 
+Resale suppliers.
+Vesuvius has partnered with an 
+independent third-party service provider 
+– EcoVadis – to rate our raw materials 
+suppliers using a detailed set of criteria. 
+These cover four themes and 21 criteria 
+based on international standards: Labour 
+and Human Rights; Ethics; Environment; 
+and Sustainable Procurement. 
+In 2023, an additional eight (2022: 23)  
+(Total to date: 126) employees from our 
+Procurement teams received specific 
+training on supplier sustainability 
+assessments (100% of the target group).
+The Board set a target to assess at least 
+50% of our raw material spend by the  
+end of 2023. As the Group was on track to 
+reach this target, the Sustainability Council 
+set a new objective to assess at least  
+60% of our raw material spend by 2025. 
+Selected criteria were chosen to select 
+participating suppliers such as supplier 
+size and risk metrics, including:
+ – Category of raw material 
+ – Availability of alternative sources 
+ – Share of supplier revenue with Vesuvius 
+ – Grades in previous assessments
+ – New suppliers
+ – Supply chain incidents
+Since its launch, 244 suppliers have joined 
+the programme, representing 52% of the 
+total raw material spend. Fewer than 1%  
+of the suppliers assessed in 2023 did not 
+reach Vesuvius’ minimal EcoVadis score. 
+We are requiring these suppliers to 
+implement improvement actions within  
+a three-year time frame. Progress will be 
+monitored through routine evaluations 
+and an annual reassessment. Across the 
+crucial topics, the average total score of 
+Vesuvius suppliers was 51.4, compared to 
+an industry standard of 46.0.
+Supplier CSR and Quality audits
+Vesuvius conducts an annual Supplier 
+Audit programme targeting their 
+Corporate Social Responsibility (CSR) 
+practices, product quality and security  
+of supply. The programme is led by the 
+Group’s Purchasing and Quality teams. 
+The goal of the audits is to verify that our 
+suppliers abide by fundamental principles 
+regarding the environment and social 
+practices, and reduce the number  
+of quality issues that may affect  
+our raw materials. 
+As part of this, we carry out on-site 
+inspections, share expectations with  
+our suppliers, identify risks, and adapt  
+our internal controls accordingly. We 
+encourage our suppliers to improve their 
+own processes and help them prioritise 
+actions to achieve this. Commencing in 
+2022, a number of ‘red flag’ items have 
+been included in our on-site verification 
+questionnaire, especially addressing 
+human rights issues, such as child or forced 
+labour, for which immediate escalation 
+and investigation is required in case any 
+breach is detected.
+In 2023, 157 (2022: 139) audits were 
+conducted (100% on-site), 13 follow-ups 
+and 144 regular audits (2022: 3/136). 
+100% of the planned audits were carried 
+out. No cases of human rights breaches 
+were detected as part of the supplier audit 
+check. 5.7% of audited suppliers received 
+grades below threshold (2022: 0.7%). 
+Whenever suppliers fail to meet the 
+required standards, either action is taken 
+to support them to improve or our 
+relationship with them is terminated.
+Vesuvius plc Annual Report and Financial Statements 202366
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Community engagement
+Below are some examples of the  
+many community programmes and 
+activities our colleagues were involved  
+in throughout 2023.
+Supporting women and girls in  
+STEM (Science, Technology, 
+Engineering and Mathematics) 
+Vesuvius is focused on supporting women 
+and girls to advance in engineering, 
+technology, and other highly technical 
+fields. In 2023, we continued the 
+programmes that were started in 2022  
+as well as launching new initiatives. 
+ – Vesuvius India sponsored ten female 
+students from the College of 
+Engineering, Pune. It also continued  
+a three-year scholarship programme  
+for nine women to pursue a bachelor’s 
+degree in engineering from the National 
+Institute of Technology. In addition, 
+Vesuvius India supported the Women’s 
+Club at the College of Engineering, which 
+enabled students to access technical 
+learning through online courses and 
+participation in hackathons and 
+leadership events
+ – In the USA, Vesuvius employees 
+participated in conferences organised  
+by the Association for Iron and Steel 
+Technology, and the Society of Woman 
+Engineers, to understand the challenges 
+for women better, and to empower 
+young female professionals to develop  
+in the steel industry
+ – Vesuvius Vietnam partnered with  
+the Material Technology Faculty of  
+Ho Chi Minh University of Technology  
+to host a Technical Day of Refractory 
+Application in Steelmaking to inspire 
+students and highlight career 
+opportunities for women in this field
+Charity initiatives 
+ – Vesuvius sites in Brazil, Mexico, the USA 
+and Poland organised the collection of 
+food, Christmas gifts, money and other 
+donations to support the poorest 
+members of our communities
+ – Vesuvius sites in France, India and  
+Poland participated in sports  
+and other types of events to raise  
+funds for health programmes and  
+not-for-profit organisations
+ – Our colleagues in Germany and  
+Ukraine collected donations for the 
+victims of war and natural disasters
+ – In India, our colleagues supported the 
+provision of medical aid for people 
+infected with HIV and AIDS, those 
+affected by drug abuse and children  
+with cerebral palsy
+Supporting education 
+ – Our sites in Mexico and India supported 
+the development of school infrastructure 
+with equipment donations 
+ – In Brazil and India we gave donations 
+and scholarships to support the 
+education of underprivileged children 
+ – In the USA we sponsored the Carnegie 
+Science Center
+Family programmes 
+ – Our sites in China, India, Poland and 
+Mexico hosted family days and 
+end-of-year celebrations, with food  
+and entertainment for employees  
+and their families 
+ – A number of our sites also held 
+occasional events for employees’ 
+children, including Sinterklaas in 
+Belgium, activities and entertainment in 
+our offices in Poland and factory visits 
+organised on Children’s Day in Brazil
+ – Competitions on safety and the 
+environment were held for employees’ 
+children at our sites in Brazil,  
+China, Egypt, Poland and the  
+United Arab Emirates
+ – Scholarships are provided for the 
+children of employees in Mexico 
+Cooperation with local authorities  
+to develop Vesuvius employees
+ – In the United Arab Emirates,  
+a Waste Management awareness 
+session was held with the Waste 
+Management Authority 
+ – In the USA, a training session was  
+held with the State Police Department  
+on how to react and behave in case  
+of dangerous situations with an  
+active shooter
+ – At our sites in Germany, India and  
+the USA, safety training and fire drill 
+simulations were held with the local  
+fire brigades
+Joint activities with local authorities 
+undertaken for the benefit of  
+our communities 
+ – In India, consultations about 
+environmental programmes were  
+held by the government
+ – Visits to Vesuvius’ manufacturing sites 
+were organised for the County Industrial 
+Association in China and the local 
+members of parliament in Australia  
+and the UK 
+ – In India, we also supported the clean up 
+of a public beach
+67Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_70.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_70.txt
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index 0000000000000000000000000000000000000000..997d36315437012fd437357f1ed9e4306c633530
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+Vesuvius plc Annual Report and Financial Statements 202368
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Vesuvius recognises that effective 
+engagement with stakeholders is vital to 
+the Group’s success. Understanding the 
+needs and priorities of key stakeholders, 
+and building strong and positive 
+relationships with them, lies at the  
+heart of Vesuvius’ business. 
+Section 172 of the Companies Act  
+2006 codifies this engagement, requiring 
+the Board to promote the success of  
+the Company over the long term for  
+the benefit of members as a whole,  
+whilst having regard to other key 
+stakeholders’ interests. 
+In performing its duties, the Board focuses 
+on the sustainable success of the Group 
+and the existence of a culture that 
+supports this success. The Board 
+recognises that, in seeking to maintain 
+long-term profitability, the Group is reliant 
+on the support of all of its stakeholders, 
+including the Group’s workforce, its 
+customers, suppliers and the communities 
+in which its businesses operate. 
+When taking key decisions the Board 
+balances the competing interests of 
+different stakeholders with an overriding 
+focus on ensuring the long-term success of 
+the Group. The Board confirms that it has 
+acted in accordance with the Section 172 
+requirements throughout the year. 
+Section 172 requirement Find out more Page
+Consequences of  
+any decision in the  
+long term
+Our purpose
+Our investment proposition
+Business model 
+Our markets
+Our strategy
+IFC
+19
+20–21
+10 –13
+17
+Interests of employees Our purpose
+Our stakeholders 
+Our people 
+Remuneration Policy 
+IFC
+68–69
+58–63
+114
+Fostering business 
+relationships with 
+suppliers, customers  
+and others
+Business model 
+Our markets 
+Our strategy 
+Our customers
+Our communities
+Our stakeholders
+20–21
+10 –13
+17
+56–57
+64–66
+69–71
+Section 172 requirement Find out more Page
+Impact of operations  
+on the community  
+and the environment
+Our sustainability strategy 
+and objectives
+Our sustainability targets
+TCFD
+Our planet 
+Our communities
+Our stakeholders
+34
+ 
+35
+36–38
+39–55
+64–67
+68 & 71
+Maintaining high 
+standards of  
+business conduct
+Our communities
+Our stakeholders 
+Corporate governance 
+statement
+Directors’ Report
+64–66
+68–71
+85–87
+ 
+ 140
+Acting fairly  
+between members
+Our investment proposition 
+Our stakeholders
+Corporate governance 
+statement 
+19
+69
+85–87
+Examples of how the Board considered stakeholders’ interests in some of the key 
+decisions it took during 2023 are given below.
+Our stakeholders and Section 172(1) Statement
+Effective engagement with stakeholders is critical 
+to the success of the Group
+Capital Markets Day  
+– Strategic Objectives
+Share Buyback
+In November 2023, the Company held  
+a Capital Markets Day to update investors 
+on the Company’s strategic progress and to 
+outline the Company’s near-term strategic 
+objectives: to outperform the Group’s 
+underlying markets; reach a return on  
+sales margin of at least 12.5% in 2026, with  
+a further cost improvement target of £30m; 
+and deliver strong cash generation with  
+a cumulative free cash flow target of at  
+least £400m between 2024 and 2026.
+The Board considered the strategic 
+messaging for the Capital Markets Day, 
+reflecting on investors’ views, and the 
+catalysts to secure the sustainable success 
+of the Group. In setting these challenging 
+targets the Board was cognisant of the  
+need to focus on the ongoing financial 
+strength of the Group to the benefit of  
+all stakeholders. It was recognised that 
+further cost reductions, and investment in 
+production automation, would need to  
+be secured, to sustain this success.
+In December 2023, the Board approved a 
+share buyback programme to purchase up to 
+£50 million in value of the Company’s shares, 
+with the shares acquired to be cancelled to 
+reduce the Company’s share capital.
+The decision to launch the share buyback 
+was taken after a careful analysis of the 
+strength of the Company’s Balance Sheet, 
+and the ongoing longer-term financial 
+requirements of the business. 
+The Board considered the views of  
+the Company’s shareholders and  
+the impact that the purchase would have  
+on other investors, concluding that it  
+would send a positive public signal that the 
+Company was performing well and would 
+benefit all of the Group’s stakeholders. 
+A buyback was chosen over, for example,  
+a tender offer or special dividend, reflecting 
+the preference of shareholders and advice 
+from brokers, as a structure that equally 
+benefits all shareholders over a sustained 
+period. Over the course of the programme, 
+the buyback is expected to be modestly  
+EPS accretive and as such will enhance  
+TSR in the event that our trading valuation 
+multiple is maintained. The impact of the 
+buyback is recognised in the Company’s 
+budget and as such it is reflected in the 
+Group’s incentive targets.
\ No newline at end of file
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+69Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Our stakeholders
+Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions. 
+The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups, 
+and also engages directly as appropriate.
+The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are 
+outlined in the tables below.
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Our people 
+With our decentralised management 
+model, the dedication and professionalism 
+of our people, their capacity to own their 
+roles and their drive for results are the  
+most significant contributors to Vesuvius’ 
+success. We focus on the health and safety 
+of all our staff, and operate with a clear  
+set of CORE Values that are embedded 
+across the business.
+We engage with our people, encouraging 
+and rewarding high performance to create 
+an environment where all can realise their 
+individual potential.
+Issues that matter to them
+ – Health and safety
+ – Diversity and inclusion
+ – Remuneration and recognition
+ – International mobility
+ – Management support
+ – Development and retention
+ – Career opportunities 
+ – Sustainability performance
+We have a fundamental focus on health and 
+safety and the care of all employees 
+There is continuing dialogue between employees 
+and their managers, including the conduct of 
+regular performance reviews
+We operate a competitive remuneration  
+and benefits strategy, emphasising  
+talent development with tailored  
+career-stage programmes
+Living the Values and other award schemes 
+celebrate individual achievements in the 
+demonstration of our Values and processes
+Our global communication mechanisms include 
+an intranet, global email communications  
+and a Vesuvius news app, alongside forums  
+such as local ‘town hall’ meetings 
+The Group operates local works councils, 
+recognises trade unions and has re-established 
+its European Works Council 
+Wide-ranging internal training is offered on  
+key job-related issues, with programmes such  
+as the Vesuvius University – HeaTt – and the 
+Foseco University 
+At every Board meeting the Board received 
+a report on the Group’s performance 
+against health and safety KPIs and 
+reviewed, in detail, the circumstances  
+of any Lost Time Injuries that had  
+been reported
+The Board reviewed the specific HR 
+objectives for each Business Unit 
+and monitored the initiatives being 
+implemented to develop, retain and 
+motivate employees, and improve 
+succession planning
+The Remuneration Committee was 
+informed of global salary budgets  
+and oversaw the Group’s share 
+compensation programmes
+The Nomination Committee monitored the 
+Group’s progress on diversity objectives 
+and reviewed senior management 
+development and succession planning
+Carla Bailo served as the designated 
+Non-executive Director responsible for 
+workforce engagement. She oversaw the 
+Board’s engagement activities, including 
+the programme of site visits undertaken 
+by Directors to meet Vesuvius employees 
+‘on the ground’ and to hear firsthand about 
+their experiences
+The Board reviewed the results of the 
+I-Engage survey and the follow-up  
+actions proposed
+The Board reviewed the nature and volume 
+of reports received by the confidential 
+Speak Up helpline
+The secret animal #3 is an "owl".
\ No newline at end of file
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@@ -0,0 +1,107 @@
+Vesuvius plc Annual Report and Financial Statements 202370
+Our stakeholders continued
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Customers
+Engaging with, and listening to, our 
+customers helps us to understand their 
+needs and identify opportunities and 
+challenges. Collaborating with our 
+customers enables us to drive value for 
+them, using our expertise to improve  
+the safety and efficiency of their 
+manufacturing processes, enhancing  
+their end-product quality and reducing 
+their costs.
+Issues that matter to them
+ – Health and safety
+ – Production efficiency
+ – Value generation
+ – Product quality and performance
+ – Innovation and provision  
+of solutions
+ – Environmental performance
+Our business model focuses on collaboration 
+with customers to provide customised solutions. 
+We employ highly skilled technical experts 
+who understand our customers’ needs, and can 
+identify opportunities and solutions for them
+We help our customers improve the safety, 
+energy efficiency, yield and reliability of  
+their processes
+We engage with customers on safety leadership 
+and support their training requirements
+Our extensive R&D capability, deep product 
+knowledge and long-standing steel and 
+foundry process expertise enable us to partner 
+with customers to innovate and adapt to their 
+changing needs
+We maintain senior-level dialogue with all key 
+customers, and establish customer relationships 
+on a global basis as required, complemented  
+by a broad local servicing capability
+We provide technical customer training, 
+including operating the Foseco University,  
+and participate in industry forums and events
+The Chief Executive maintained a regular 
+dialogue with a range of the Group’s key 
+customers, holding face-to-face meetings 
+with nine of them
+The full Board visited a key customer in 
+Brazil, as part of its off-site Board meeting 
+The Board received a briefing on  
+the Group’s end-markets and the  
+dynamics of the Group’s relationships  
+with its customers, including information  
+on pricing discussions
+At every Board meeting, the Board 
+reviewed information on the Group’s 
+performance against key manufacturing 
+quality targets and was provided  
+with updates on actions undertaken  
+to rectify any significant quality issues  
+or customer complaints
+The Board received updates on the steps 
+being taken by the Group to respond to 
+customers’ ongoing requirements, and 
+the research and development, marketing 
+and new product launch strategies being 
+actioned to respond to these
+Suppliers and contractors 
+Maintaining a flexible workforce through 
+the use of contractors and cost-effective 
+access to high-quality raw materials is  
+vital to our success. Our suppliers and 
+contractors are critical to our business.
+Issues that matter to them
+ – Operational performance
+ – Responsible procurement
+ – Trust and ethics
+ – Payment practices 
+Vesuvius conducts regular visits to key suppliers
+Senior-level relationships are built with all  
+large suppliers
+All suppliers/brokers for major raw materials 
+have regular interaction with the Global 
+Purchasing Team 
+Our purchasing and supplier-facing staff receive 
+training on modern slavery to assist them in 
+identifying any issues 
+Dedicated category directors build long-term 
+relationships and product expertise for key  
+raw materials
+Vesuvius operates a Sustainable Procurement 
+Policy which sets out the standards that suppliers 
+must adopt in order to supply the Group.  
+We conduct a rigorous and consistent supplier 
+accreditation procedure to ensure compliance 
+with these standards
+The Board received a briefing on the 
+Group’s suppliers
+The Board received updates on the 
+strategy for logistics and the sourcing  
+of raw materials together with key 
+concerns and performance issues
+The Board monitored the Group’s 
+compliance activities and approved the 
+Group’s annual Modern Slavery Statement
\ No newline at end of file
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index 0000000000000000000000000000000000000000..568883e1dabc42619ab56af4cfeacc653ae30430
--- /dev/null
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@@ -0,0 +1,132 @@
+71Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Investors
+The support of our equity and debt 
+investors, and continued access to funding, 
+is vital to the performance of our business. 
+We work to ensure that our investors and 
+lenders have a clear understanding of our 
+strategy, performance and objectives, 
+recognising that supportive investors are 
+more likely to provide the Company with 
+funds for expansion. We engage with 
+lenders to ensure that we have clear 
+knowledge and awareness of market 
+sensitivities and trends, and comply  
+with our contractual obligations.
+Issues that matter to them
+ – Shareholder value
+ – Financial and operational 
+performance
+ – Strategy and business development
+ – Dividend and gearing policy
+ – Sustainability strategy  
+and performance
+ – Governance
+ – Transparency and ethical behaviour
+Vesuvius’ Investor Relations strategy is managed 
+by our Head of Investor Relations. She, along 
+with the Chief Financial Officer and Chief 
+Executive, hold regular meetings with key  
+and prospective investors
+The Group Treasurer and CFO hold regular 
+meetings with key personnel from banks 
+and other lenders who provide the Group’s 
+debt funding. The Group Treasury function 
+also maintains an ongoing dialogue with key 
+relationship banks and other local banks in  
+the countries in which Vesuvius operates
+The Group’s Annual Report provides an  
+overview of the Group’s activities. Regular 
+announcements and press releases are 
+published to provide updates on the  
+Group’s performance and progress
+There is ongoing dialogue with the Company’s 
+analysts to address enquiries and promote  
+the business
+In November 2023, the Group undertook  
+a Capital Markets Day where key strategic 
+messages were communicated to investors
+The Chief Executive and Chief Financial 
+Officer held meetings with key and 
+prospective investors
+The Board received copies of key analysts’ 
+notes issued on the Company
+The Chairman met with shareholders  
+and potential new investors as required
+Ahead of the 2023 AGM, the Chair of the 
+Remuneration Committee contacted 
+the Group’s largest shareholders and 
+governance agencies, to invite their 
+feedback on proposed amendments  
+to the Group’s Remuneration Policy. 
+Extensive dialogue took place and  
+a number of meetings were held to  
+discuss the proposals
+The Directors attended the AGM to  
+meet with shareholders
+Communities
+We are committed to maintaining  
+positive relationships with the communities 
+in which we operate. Our social 
+responsibility activities complement  
+our Values and we encourage our 
+employees to engage with communities 
+and groups local to our operations.
+Issues that matter to them
+ – Career opportunities
+ – Operational performance
+ – Transparency and ethical behaviour
+ – Environmental performance
+We provide work experience and internships  
+to local university students and school children
+We maintain contact with universities to  
+identify local talent and our businesses  
+attend careers fairs and provide student  
+work placements and internships
+Many of our sites sponsor local charitable activities 
+and participate in local volunteering initiatives
+We maintain clear oversight and control of the 
+environmental impact of our production sites
+We have a clear strategy for carbon reduction  
+in our manufacturing processes
+The Board received biannual updates  
+on the Group’s sustainability activities
+Environmental agencies  
+and organisations
+Good environmental management is 
+aligned with our focus on cost optimisation, 
+operational excellence and long-term 
+business sustainability. We engage with 
+appropriate organisations to ensure  
+that we are complying with regulatory 
+requirements, and to publicise  
+our performance.
+Issues that matter to them
+ – Governance and transparency
+ – Operational performance
+ – Reporting on performance metrics
+ – Environmental performance
+Vesuvius is a signatory to the UN Global Compact
+We publish a full Sustainability Report online  
+which can be accessed via Vesuvius’ website
+We regularly engage with government agencies 
+who visit our sites and carry out inspections
+We respond to environmental research as  
+part of our customers’ and suppliers’ due  
+diligence processes 
+We engage with rating agencies and respond to 
+environmental and social responsibility research 
+and questionnaires
+The Board monitored progress on the 
+Group’s Sustainability KPIs and reviewed 
+longer-term plans on sustainability 
+initiatives, including the journey to net zero
+The Board received biannual presentations 
+from the VP Sustainability on the Group’s 
+progress against its sustainability targets 
+and updates on its ESG ratings 
+The Board and Audit Committee  
+monitored the Group’s progress with  
+its TCFD compliance
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202372
+How we manage risk
+The Board exercises oversight of the 
+Group’s principal risks and reviews the  
+way in which the Group manages those 
+risks. As part of this process the Board  
+(i) understands which individuals within the 
+business are responsible for managing 
+each principal risk; and (ii) reviews  
+and, where appropriate, updates,  
+the Group’s appetite for each principal  
+risk and assesses the adequacy of the 
+steps taken to mitigate them.
+The Board takes overall responsibility for 
+establishing and maintaining a system  
+of risk management and internal control  
+and for reviewing its effectiveness.  
+The Group undertakes a continuous 
+process to identify and review risk and  
+this assessment undergoes a formal  
+review at half-year and at year-end.  
+The risks identified by the business are 
+compiled centrally to deliver a coordinated 
+picture of the Group’s key risks. These  
+risks are then reviewed by the Group 
+Executive Committee. 
+An integral part of the Group’s risk 
+management process is for each  
+Non-executive Director to contribute  
+their view on the principal risks facing the 
+Group, the risk appetite the Group should 
+have for each of these risks and what 
+emerging risks the Group might face in the 
+future. These contributions are overlaid  
+on the Group’s assessment of risks to build  
+a comprehensive analysis of existing and 
+emerging risks. In this way, the Directors’ 
+views on each of the principal risks  
+and on emerging risks in general, are 
+independently gathered and integrated 
+into management discussions and  
+actions taken on risk. 
+The Group’s risk process covers both 
+financial and non-financial risks, and 
+considers the risks associated with the 
+impact of the Group’s activities on 
+employees, customers, suppliers, the 
+environment, local communities and  
+wider society. 
+The Directors undertake regular, individual 
+site visits and they believe this direct 
+engagement with employees is an 
+effective way to hear firsthand about 
+issues, concerns and potential risks.  
+More details on the site visits undertaken  
+in 2023 can be found on page 86.
+During 2023, the Group conducted an 
+externally facilitated review of its current 
+and emerging risks. In person and remote 
+interviews were held with a wide range  
+of senior managers to ensure an 
+appropriate breadth of response.  
+A register of all material risks identified 
+was prepared, alongside detail on 
+emerging risk trends. This register  
+was reviewed by the Group Executive 
+Committee and the Audit Committee.  
+It provided senior management and the 
+Board with an additional level of detail 
+with which to assess the appropriateness 
+of the Group’s principal risks and 
+uncertainties, and enabled a more 
+granular review of the processes and 
+mitigations in place for these risks.
+Changes to risk in 2023
+We detail below changes during 2023  
+to the scale or nature of risks facing the 
+Group. As in previous years, certain 
+aspects of the Group’s principal risks 
+materialised, noting that in each case  
+the business impact was limited by the 
+mitigations already in place and by the 
+Group’s risk management processes.  
+We also detail the emerging risks facing 
+the Group to which we remain vigilant. 
+Geopolitical tension
+Increasing geopolitical tensions during  
+the year adversely impacted two of our 
+principal risks: business interruption and 
+the regulatory environment. The war in 
+Ukraine continued to promote increased 
+regulatory activity in the UK, EU and  
+USA, which continued to impact the 
+business and was closely monitored  
+to ensure that we reflected these  
+new developments in our business. 
+Additionally, the conflict in the Middle East 
+(including the recent impact on shipping  
+in the Red Sea) increased the risk of an 
+interruption to our supply chain. This 
+impacted the cost and timing of certain 
+inbound and outbound freight and we 
+worked closely with our intermediaries  
+and insurers to understand and minimise 
+the impact on our business.
+During the year we also paid close 
+attention to wider geopolitical dynamics, 
+as these could push certain of the countries 
+in which we operate to adopt a more 
+protectionist approach. We capture  
+this in our principal risk of protectionism 
+and globalisation.
+Cyber
+Cyber security remains a critical 
+component of our business interruption 
+risk. As previously disclosed, in February 
+2023, the Group was the subject of a cyber 
+incident involving unauthorised access to 
+our IT systems. We shut down our systems 
+on a precautionary basis and our sites 
+implemented their business continuity 
+plans; as a result we incurred only a 
+minimal level of business interruption. 
+In order to mitigate further the business 
+interruption risk arising from this 
+constantly evolving threat we have 
+accelerated the implementation of our 
+cyber security strategy and in 2023,  
+we upgraded our third-party access  
+solutions, further developed our network 
+infrastructure and implemented additional 
+layers of protection for our systems. 
+During the year we worked with leading 
+cyber security experts to enhance our 
+systems and expanded the scale and 
+scope of our security verifications. We also 
+conducted a range of additional tests  
+and simulations to improve the control 
+environment. We continued to work  
+on cyber security awareness through 
+ongoing employee training and conducted 
+additional training during the year to 
+ensure that the correct behaviours in terms 
+of cyber risk are clearly understood.
+Recruitment
+Post pandemic challenges remain in  
+many of our labour markets, including the 
+ability to recruit high calibre individuals in  
+a competitive environment, particularly  
+for manufacturing roles. We also continue 
+to see a reduction in the promotion of 
+material science teaching within our 
+developed markets; this may further 
+reduce the availability of suitably  
+qualified candidates going forward.
+Risk, viability and going concern
+The Group undertakes a continuous process to review and  
+understand existing and emerging risks which might impact  
+the Group’s long-term performance. 
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
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+73Strategic report  Governance  Financial statements
+End-markets
+The underlying strength of Vesuvius’ 
+end-markets was discussed extensively  
+at our recent Capital Markets Day.  
+Whilst short-term volatility in our markets  
+is likely to continue, we believe that  
+our end-markets of Steel and Foundry  
+are structurally set to grow in the longer 
+term. The Group is well placed to manage 
+short-term impacts with its flexible 
+manufacturing footprint, geographically 
+diversified revenue streams and strong 
+financial position.
+Emerging risks
+We are focused on the increased use of 
+artificial intelligence as part of our wider 
+strategy on digitalisation, to ensure we 
+leverage the benefits to the fullest extent 
+whilst minimising any adverse impact. 
+As detailed at our Capital Markets Day,  
+we believe that future growth will come 
+from outside our traditional developed 
+markets. We will continue to focus on this 
+emerging trend, investing in markets  
+with high future growth and ensuring  
+that we remain sufficiently dynamic and 
+responsive to take advantage of future 
+growth opportunities. 
+Consumers, employees and other 
+stakeholders in many countries are 
+increasingly focused on the impact of 
+businesses on society and the environment. 
+With this there is a growing regulatory 
+demand on businesses for transparency  
+in this area. Vesuvius already has a set  
+of broad Environmental, Social and 
+Governance (ESG) commitments and has 
+long been focused on driving efficiency  
+in our customers’ processes, with our 
+products now clearly seen as having 
+environmental/climate benefits. However, 
+the reporting obligations in this area and 
+the increasing pressure on the need for 
+external assurance in these areas, are 
+expected to increase in both cost and 
+complexity in the coming years. 
+Further information on the Group’s  
+ESG commitments can be found in  
+the Non-Financial and Sustainability 
+Information Statement on pages 32-67 .
+Finally, we committed at the end of 2023  
+to make annualised cost savings of £30m 
+by 2026 and we will remain disciplined to 
+ensure this saving is achieved. Part of  
+this efficiency saving is enabled by the 
+ongoing implementation of a new 
+Enterprise Resource Planning (ERP) system 
+in certain countries. The Group is aware  
+of the challenges associated with an ERP 
+implementation and will manage these 
+closely to minimise the risk of business 
+interruption and cost overruns and to 
+ensure that the operational efficiencies 
+envisaged are delivered on a timely basis. 
+All of these issues could represent 
+disruptors to our business. We remain 
+focused on each of them through our risk 
+identification and management processes 
+as well as on the management of any other 
+new risks that emerge during 2024. 
+Principal risks
+In 2023, the Board did not identify any new 
+principal risks or any material changes to 
+the Group’s previously identified principal 
+risks and uncertainties. These principal 
+risks and uncertainties are set out on 
+pages 77 and 78 and are those the Board 
+considers to be most relevant in terms of 
+their potential impact on the Group 
+achieving its strategic objectives. Each 
+principal risk could materially affect the 
+Group, its businesses, future operations 
+and financial condition, and could cause 
+actual results to differ materially from 
+expected or historical results. Principal 
+risks are not the only ones that the Group 
+faces or will face. Some risks are not yet 
+known and some currently not deemed  
+to be material could become so.
+Cyber security
+The processes and controls to manage the 
+constantly evolving cyber security threat 
+are a significant area of focus for the 
+Group. Members of the GEC, Group IT  
+and senior management meet regularly  
+to manage operational cyber risks. These 
+risks were thrown into sharp focus for the 
+Group in 2023, as a result of the cyber 
+attack we suffered in February. 
+The Board oversees the Group’s control 
+systems for managing cyber risk and 
+together with the Audit Committee 
+receives regular updates on the Group’s 
+activities in this respect.
+Cyber risks are integrated within the 
+Group’s risk management processes and 
+form part of its Business Continuity Plan 
+(BCP). The Group also maintains a Disaster 
+Recovery Plan to address any network, 
+data centre or IT infrastructure issue. The 
+Group’s Incident Handling and Response 
+Policy ensures we maintain appropriate 
+visibility of all network infrastructure. 
+The Group takes a holistic approach to 
+addressing cyber challenges, focusing  
+on improving our IT infrastructure, 
+including our OT environments, as well as 
+our IT procedures and data governance. 
+We run regular training programmes on 
+cyber security and conduct regular cyber 
+security risk assessments, including 
+scenario analysis to mitigate the business 
+impact of any downtime, and increase 
+awareness of social engineering fraud  
+and system access through poor security 
+behaviour. We also perform in-house  
+and externally conducted vulnerability/
+penetrative testing, comparing the results 
+with industry benchmarks to improve our 
+processes and undertake an ongoing 
+external assessment of our cyber security 
+resilience and maturity.
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
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+Vesuvius plc Annual Report and Financial Statements 202374
+Climate change
+The Group’s risk management processes 
+consider the potential impact of  
+climate-related risks. The Group does  
+not regard climate change itself to 
+represent a material stand-alone risk  
+to the Group’s operations. 
+Whilst a significant proportion of the 
+Group’s revenue is generated from steel 
+manufacture and automotive castings, 
+industries that are under transition  
+as a result of the focus on improving 
+environmental performance, we believe 
+these changes will, overall, be positive for 
+the Group. The Group’s business strategy  
+is based on helping our customers improve 
+their manufacturing efficiency and the 
+quality of their products, thereby reducing 
+their climate impact. We also envisage 
+benefits for the Group from the 
+acceleration of the energy transition,  
+as this will create continued demand for 
+the high-quality steel produced using 
+Vesuvius’ products and solutions. 
+One of the Group’s principal risks is 
+Environmental, Social and Governance 
+criteria. This captures our sustainability 
+performance and our customers’ 
+sustainability transition and recognises the 
+impact Vesuvius can have on reducing the 
+environmental impact of our customers. 
+The Group recognises that climate change 
+could present uncertainty for the Group  
+in terms of increased regulation and the 
+evolution of the geographical distribution 
+of our customer base. Further information 
+about the Group’s consideration of 
+climate-related risks and opportunities 
+can be found in the Our planet section  
+of the Non-Financial and Sustainability 
+Information Statement on pages 39-55.
+Risk mitigation
+Each principal risk is owned by specific 
+members of senior management who 
+actively manage the risk as well as 
+contributing to the analysis of its likelihood 
+and impact, and continually monitoring 
+the process for mitigation. This analysis is 
+reported to the Board. Risks are analysed 
+in the context of our business structure 
+which protects against certain of our 
+principal risks with diverse currencies,  
+a widespread customer base and local 
+production matching the diversity of  
+our markets. Additionally, we mitigate  
+risk through employee training and our 
+contractual terms. Our processes are not 
+designed to eliminate risk, but to identify 
+our principal risks and to reduce them  
+to a reasonable level in the context of 
+delivering the Group’s strategy.
+Business continuity and insurance
+In partnership with risk management 
+advisers and our insurers, we seek to 
+identify the most effective means of 
+reducing or eliminating insurable risks, 
+through risk management and the  
+placing of insurance cover. 
+Our insurer property loss control 
+programme is based upon insurer loss 
+modelling and focuses on insured losses. 
+The insurer’s loss control engineers 
+undertake a series of on-site inspections 
+focused on machinery breakdown, fire, 
+natural catastrophe and other property 
+damage and business interruption  
+risks. These surveys yield a series of 
+loss-reduction recommendations. The 
+execution of these recommendations  
+is agreed with site management and 
+followed through to completion.
+In parallel, Vesuvius’ own loss 
+management programme focuses  
+on strategic sites and sites that are  
+not routinely covered by the insurer 
+programme. Assisted by an independent 
+consultant, we undertake property loss 
+control and business continuity surveys 
+using Vesuvius’ bespoke risk and exposure-
+based protocol. These reports yield further 
+risk reduction recommendations, and 
+improvement actions are agreed and 
+completed by site management. 
+To support the Group’s loss control 
+activities, risk management workshops  
+are conducted covering loss prevention, 
+emergency planning, crisis management 
+and business recovery. Business continuity 
+planning is also conducted to ensure there 
+is sufficient resilience in the Group’s 
+manufacturing network to address 
+individual supply interruptions.
+Internal control
+The Group’s internal control system  
+is designed to manage, rather than 
+eliminate, the risks facing the Group and 
+safeguard its assets. No system of internal 
+control can provide absolute assurance 
+against material misstatement or loss.  
+The Group’s system is designed to provide 
+the Directors with reasonable assurance 
+that problems are identified on a timely 
+basis and are dealt with appropriately.
+The Audit Committee assists the Board  
+in reviewing the effectiveness of the 
+Group’s system of internal control, 
+including financial, operational  
+and compliance controls, and risk 
+management systems. The key features  
+of the Group’s system of internal control 
+are set out in the table opposite.
+Reviewing the effectiveness of risk 
+management and internal control
+The internal control system covers the 
+Group as a whole and is monitored and 
+supported by the Group’s Internal Audit 
+function, which conducts reviews of 
+Vesuvius’ businesses and reports 
+objectively both on the adequacy and 
+effectiveness of the system of internal 
+control and on those businesses’ 
+compliance with Group policies and 
+procedures. The Audit Committee receives 
+reports from the Group Head of Internal 
+Audit and reports to the Board on  
+the results of its review. 
+The Group also conducts a self-
+certification exercise by which senior 
+financial, operational and functional 
+management certify the compliance, 
+throughout the year, of the areas under 
+their responsibility with the Group’s policies 
+and procedures and highlight any material 
+issues that have occurred during the year. 
+As part of the Board’s process for 
+reviewing the effectiveness of the system 
+of internal control, it delegates certain 
+matters to the Audit Committee. Following 
+the Audit Committee’s review of internal 
+financial controls and of the processes 
+covering other controls, the Board 
+annually evaluates the results of the 
+internal control and risk management 
+procedures conducted by senior 
+management. Since the date of this 
+evaluation, there have been no significant 
+changes in internal controls or other 
+matters identified which could  
+significantly affect them.
+In accordance with the provisions of the  
+UK Corporate Governance Code, the 
+Directors confirm that they have carried 
+out a robust assessment of the principal 
+and emerging risks facing the Company, 
+including those that threaten its business 
+model, future performance, solvency or 
+liquidity. They have also reviewed the 
+effectiveness of the Group’s system of 
+internal control and confirm that the 
+necessary actions have been taken  
+to remedy any control weaknesses 
+identified during the year and to the  
+date of this report. 
+Further detail regarding the Audit 
+Committee’s review of the effectiveness of 
+the Group’s risk management and internal 
+control systems is contained in the Audit 
+Committee Report on pages 93-101.
+Risk, viability and going concern continued
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
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+75Strategic report  Governance  Financial statements
+Key features of risk management and internal control
+Strategy and  
+financial reporting
+Comprehensive strategic planning and forecasting process
+Annual budget approved by the Board 
+Monthly operating financial information reported against budget
+Key trends and variances analysed and action taken as appropriate
+Vesuvius GAAP Accounting policies and procedures formulated and disseminated to all Group operations
+Covers the application of accounting standards, the maintenance of accounting records  
+and key financial control procedures
+Operational controls Operating companies and corporate offices maintain internal controls and procedures 
+appropriate to their structure and business environment
+Compliance with Group policies on items such as authorisation of capital expenditure, 
+treasury transactions, the management of intellectual property and legal/regulatory issues
+Use of common accounting policies and procedures, and financial reporting software  
+used in financial reporting and consolidation
+Significant financing and investment decisions reserved to the Board
+Monitoring by the Board of policy and control mechanisms for managing treasury risk 
+Clearly delegated authority for capital expenditure, purchasing, customer contracts  
+and hiring
+Health and safety audits
+Board review of product quality metrics
+Risk assessment  
+and management
+Continuous process for identifying, evaluating and managing any significant risks
+Risk management process designed to identify the key risks facing each business
+Reports made to the Board on how those risks are managed
+Top-down risk identification undertaken at Group Executive Committee and  
+Board meetings
+Board review of insurance and other measures used in managing risks across the Group
+The Board is notified of major issues and makes an annual assessment of whether risks  
+have changed
+Ongoing assurance processes by the legal function and Internal Audit including the  
+annual self-certification process
+Externally supported Speak Up whistleblowing line
+Internal Audit Reviews Vesuvius’ businesses and reports on the adequacy and effectiveness of their 
+systems of internal control and compliance with Group policies and procedures 
+Agrees action plans for the resolution of any improvement actions identified by their audits, 
+and monitors with local management and the Business Unit Presidents, progress through 
+until completion
+Reports to the Audit Committee on the results of each audit and provides regular updates  
+on high-priority action items
+The Audit Committee discusses the key risks identified by Internal Audit
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
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+Vesuvius plc Annual Report and Financial Statements 202376
+Viability Statement 
+In accordance with the UK Corporate 
+Governance Code, the Directors have 
+assessed the viability of the Group over  
+a three-year period to 31 December 2026, 
+taking into account the Group’s current 
+position and the potential impact of the 
+principal risks and uncertainties. The 
+Directors have determined that three 
+years is an appropriate period over which 
+to provide the Viability Statement because 
+this is the Company’s planning cycle and  
+it is sufficiently funded by financing 
+facilities with average maturity terms  
+of approximately four years. The projected 
+cash flows for the next three years have 
+been based on the latest Board-approved 
+budgets and Capital Markets Day 
+financial projections.
+In making this statement, the Directors 
+have carried out a robust assessment  
+of the principal risks that may threaten  
+the business model, future performance, 
+solvency and liquidity of the Group.  
+This is embodied in the annual review of  
+a three-year business plan which includes 
+a review of sensitivity to ‘business as usual’ 
+risks, such as profit growth and working 
+capital variances, severe but plausible 
+events and the impact these could have on 
+the Group’s debt covenants and available 
+liquidity. The results take account of the 
+availability and likely effectiveness of the 
+mitigating actions that could be taken to 
+avoid or reduce the impact or occurrence 
+of the underlying risks. Whilst the review 
+has considered all the principal risks 
+identified by the Group, the following were 
+selected for enhanced stress testing: an 
+unexpected global supply chain disruption 
+leading to increased lead times and 
+business interruption due to the unplanned 
+closure of a key production facility.  
+The Group’s prudent balance sheet 
+management, flexible cost base able to 
+react quickly to end-market conditions, 
+access to long-term capital at reasonable 
+cost and geographically diversified 
+international businesses leave it well 
+placed to manage these principal risks.
+In performing the stress testing, certain 
+assumptions were made, including that 
+supply chain disruption would lead to  
+a need for increased inventory levels over 
+multiple years; and the loss of a production 
+facility would, after the recovery of 
+production capacity, result in certain 
+sustained customer losses. Any loan facility 
+requiring refinancing was considered  
+to be renewed ahead of its maturity date. 
+The Group’s committed syndicated bank 
+facility of £385.0m, of which £333.4m was 
+undrawn at the end of 2023, matures in 
+August 2026 (see note 24.2(d) to the  
+Group Financial Statements). Under the 
+enhanced stress testing, a potential breach 
+of a covenant would only occur in the event 
+of an unforeseen reduction in revenue of 
+greater than 27%, without consideration 
+of any remedial factors such as capital 
+expenditure reduction. Accordingly,  
+the Directors confirm that they have  
+a reasonable expectation that the Group  
+will be able to continue in operation and 
+meet its liabilities as they fall due over the 
+three-year period to 31 December 2026. 
+Furthermore, the Board believes that the 
+Group continues to be well positioned  
+for success in the longer term because  
+of our exposure to long-term growing 
+end-markets; our market-leading position  
+that is supported by ongoing investment  
+in innovation and R&D; our strong  
+degree of customer intimacy with around 
+a third of our employees working at 
+customer facilities; and the focus we  
+have on building quality teams with  
+clear organisational responsibility.
+Going concern statement 
+The Group’s available committed liquidity 
+stood at £488m at year-end 2023, down 
+from £494m at year-end 2022. The 
+Directors have prepared cash flow 
+forecasts for the Group for the period  
+to 30 June 2025. These forecasts reflect  
+an assessment of current and future 
+end-market conditions, which are 
+expected to be challenging in 2024  
+and to recover thereafter, (as set out in  
+the ‘outlook’ statement in the Chief 
+Executive’s Strategic Review in this 
+document), and their impact on the 
+Group’s future trading performance.
+The Directors have also considered  
+a severe but plausible downside scenario, 
+based on an assumed volume decline  
+and loss of profitability over the period. 
+This downside scenario assumes:
+ – A reduction in trading profit by  
+35%, equating to £70m in both 2024  
+and 2025 relative to 2023. This is 
+through an assumed decline in revenue 
+of 4% and a reduction in the return on 
+sales margin by 3.3%, from 10.4% to 
+7.1%; an d
+ – Working capital as a percentage  
+of sales deteriorating by 0.6% 
+compared to 2023.
+The Group has two covenants; net debt/
+EBITDA (under 3.25x) and an interest  
+cover requirement of at least 4.0x. In this 
+downside scenario, the forecasts show  
+that the Group’s maximum net debt/
+EBITDA (pre-IFRS 16 in line with the 
+covenant calculation) does not exceed 
+1.6x, compared to a leverage covenant  
+of 3.25x, and the minimum interest cover 
+reached is 18x compared to a covenant 
+minimum of 4x.
+The forecasts show that the Group  
+will be able to operate within the current 
+committed debt facilities and show 
+continued compliance with the Company’s 
+financial covenants. On the basis of the 
+exercise described above and the Group’s 
+available committed debt facilities, the 
+Directors consider that the Group and the 
+Company have adequate resources to 
+continue in operational existence for a 
+period of at least 12 months from the date 
+of signing of these financial statements 
+and that there is no material uncertainty  
+in respect of going concern. Accordingly, 
+they continue to adopt a going concern 
+basis in preparing the financial statements 
+of the Group and the Company.
+Risk, viability and going concern continued
+Viability process
+Identify
+Viability time horizon and  
+risk analysis framework
+Assess
+Principal risks  
+and stress scenarios
+Model
+Viability against risk  
+scenarios, examining 
+probabilities and impacts
+Report
+ See Viability Statement
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
+The secret shape is a "star".
\ No newline at end of file
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+77Strategic report  Governance  Financial statements
+Risk Potential impact Mitigation
+End-market risks
+Vesuvius suffers an unplanned  
+drop in demand, revenue and/or 
+margin because of market  
+volatility beyond its control.
+ Strategic Value 
+alignment
+Unplanned drop in demand and/or 
+revenue due to reduced production  
+by our customers
+Margin reduction
+Customer failure leading to increased 
+bad debts
+Loss of market share to competition
+Cost pressures at customers leading  
+to use of cheaper solutions
+Geographic diversification of revenues
+Product innovation and service offerings securing long-term 
+revenue streams and maintaining performance differential
+Increase in service and product lines by the development of the 
+Technical Services offering
+R&D includes assessment of emerging technologies
+Manufacturing capacity rationalisation and flexible cost base
+Diversified customer base: no customer is greater than 10% of revenue
+Robust credit and working capital control to mitigate the risk of 
+default by counterparties
+Protectionism and 
+globalisation
+The Vesuvius business model  
+cannot adapt or respond  
+quickly enough to threats from 
+protectionism and globalisation.
+Strategic Value 
+alignment
+Restricted access to market due to 
+enforced preference of local suppliers
+Increased barriers to entry for new 
+businesses or expansion
+Increased costs from import duties, 
+taxation or tariffs
+Loss of market share
+Highly diversified manufacturing footprint with manufacturing 
+sites located in 26 countries
+Strong local management with delegated authority to run  
+their businesses and manage customer relationships 
+Cost flexibility
+Tax risk management and control framework together with  
+a strong control of inter-company trading
+Product quality failure
+Vesuvius staff/contractors are  
+injured at work or customers, staff  
+or third parties suffer physical injury 
+or financial loss because of failures  
+in Vesuvius products.
+Strategic Value 
+alignment   
+Injury to staff and contractors
+Product or application failures lead 
+to adverse financial impact or loss of 
+reputation as technology leader
+Incident at customer plant causes 
+manufacturing downtime or damage 
+to infrastructure
+Customer claims from product  
+quality issues
+Quality management programmes including stringent  
+quality control standards, monitoring and reporting
+Experienced technical staff knowledgeable in the application  
+of our products and technology
+Targeted global insurance programme
+Experienced internal legal function overseeing third-party contracting
+Complex and changing  
+regulatory environment
+Vesuvius experiences a  
+contracting customer base or 
+increased transaction and 
+administrative costs due to 
+compliance with changing 
+regulatory requirements.
+Strategic Value 
+alignment  
+Revenue reduction from reduced  
+end-market access
+Disruption of supply chain and  
+route to market 
+Increased internal control processes
+Increased frequency of  
+regulatory investigations
+Reputational damage
+Trade restrictions
+Compliance programmes and training across the Group
+Independent Internal Audit function
+Experienced internal legal function including dedicated 
+compliance specialists
+Global procurement category management of strategic  
+raw materials
+Failure to secure 
+innovation
+Vesuvius fails to achieve  
+continuous improvement in its 
+products, systems and services.
+Strategic Value 
+alignment   
+Product substitution by customers
+Increased competitive pressure 
+through lack of differentiation of 
+Vesuvius offering
+Commoditisation of product portfolio 
+through lack of development 
+Lack of response to changing  
+customer needs
+Loss of intellectual property protection
+Enduring and significant investment in R&D,  
+with market-leading research
+A shared strategy for innovation throughout the Group,  
+deployed via our R&D centres
+Stage-gate process from innovation to commercialisation to  
+foster innovation and increase alignment with strategy 
+Programme of manufacturing and process excellence
+Quality programme, focused on quality and consistency
+Stringent intellectual property registration and defence
+Principal risks and uncertainties
+Strategic Value 
+alignment
+ 
+Safety  
+Better environments  
+and outcomes for 
+Vesuvius staff  
+and customers
+ 
+Quality 
+Optimised products 
+driving better steel,  
+and better castings
+ 
+Efficiency 
+Cheaper casting and 
+steel through reduction 
+of input costs
+ 
+Sustainability 
+Less energy usage and 
+fewer CO2 emissions in 
+our processes and our 
+customers’ processes
+ 
+Rewarding careers 
+We encourage  
+and reward high 
+performance to create 
+an environment where  
+all can realise their 
+individual potential
+ 
+Return for investors 
+Optimised pricing and 
+market share gains 
+driving improved 
+profitability
+ See more about Our business model on p20 and 21
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
+The secret object #2 is a "watch".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_8.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a74ab66713c1269ac13dae84460ce9733a01076a
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_8.txt
@@ -0,0 +1,11 @@
+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_80.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_80.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0f08c5aee7894cee319e95c6de17b7425eee9f61
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_80.txt
@@ -0,0 +1,136 @@
+Vesuvius plc Annual Report and Financial Statements 202378
+Risk Potential impact Mitigation
+Business interruption 
+Vesuvius loses production  
+capacity or experiences supply 
+chain disruption due to physical  
+site damage (accident, fire,  
+natural disaster, terrorism),  
+or other events such as industrial 
+action, cyber attack or global  
+health crises. 
+Strategic Value 
+alignment
+Loss/closure of a major plant 
+temporarily or permanently impairing 
+our ability to serve our customers
+Damage to or restriction in our  
+ability to use assets
+Denial of access to critical systems or 
+control processes
+Disruption of manufacturing processes
+Inability to source critical  
+raw materials
+Loss of data, leading to confidentiality, 
+regulatory and reputational issues
+Diversified manufacturing footprint
+Disaster recovery planning 
+Business continuity planning with strategic maintenance of  
+excess capacity
+Physical and IT access controls, security systems and training
+Cyber risks integrated into wider risk management structure
+Well-established global insurance programme
+Group-wide safety management programmes
+Dual sourcing strategy and development of substitutes
+People, culture  
+and performance
+Vesuvius is unable to attract and 
+retain the right calibre of staff,  
+fails to instil an appropriate  
+culture or fails to embed the  
+right systems to drive personal 
+performance in pursuit of the 
+Group’s long-term growth.
+Strategic Value 
+alignment  
+Organisational culture of high 
+performance is not achieved
+Staff turnover in growing economies 
+and regions
+Stagnation of ideas and  
+development opportunities
+Loss of expertise and critical  
+business knowledge
+Reduced management pipeline for 
+succession to senior positions
+Internal focus on talent development and training,  
+with tailored career-stage programmes and clear  
+performance management strategies
+Contacts with universities to identify and develop talent
+Career path planning and global opportunities for  
+high-potential staff
+Internal programmes for the structured transfer of technical  
+and other knowledge
+Clearly defined Values underpin business culture
+Group focus on enhancing gender diversity
+Health and safety
+Vesuvius staff or contractors are 
+injured at work or suffer mental 
+health issues because of failures in 
+Vesuvius’ operations, equipment, 
+policies or processes.
+Strategic Value 
+alignment  
+Injury to staff and contractors
+Health and safety breaches
+Lack of staff availability and 
+operational downtime
+Inability to attract and retain  
+the necessary workforce
+Reputational damage
+Active safety programmes, with ongoing wide-ranging  
+monitoring and safety training
+Independent safety audit team
+Quality management programmes including stringent 
+manufacturing process control standards, monitoring  
+and reporting
+Environmental, Social and 
+Governance criteria
+Vesuvius fails to capitalise on the 
+opportunity to help its customers 
+significantly reduce their carbon 
+emissions as environmental  
+pressure grows on the steel  
+industry or Vesuvius fails to meet  
+the expectations of its various 
+stakeholders including employees 
+and investors.
+Strategic Value 
+alignment  
+Loss of opportunity to grow sales
+Loss of opportunity to increase margin
+Loss of stakeholder confidence 
+including investors
+Reputational damage
+Development and implementation of a new Sustainability  
+initiative, which includes stretching targets focused on reducing  
+the Group’s energy usage, CO2 emissions and waste, and 
+increasing recycled materials
+R&D focus on products that assist customers to reduce carbon 
+emissions and improve their own sustainability measures
+Skilled technical sales force to develop efficient solutions for  
+our customers
+Globally disseminated Code of Conduct sets out standards of 
+conduct expected and Anti-bribery and Corruption Policy adopted 
+with zero tolerance regarding bribery and corruption
+Internal Speak Up mechanisms to allow reporting of concerns
+Extensive use of due diligence to assess existing and potential 
+business partners and customers
+Principal risks and uncertainties continued
+The Strategic Report set out on pages 
+1-78 contains a fair review of our 
+businesses, strategy and business  
+model, and the associated principal  
+risks and uncertainties. We also deliver  
+a review of our 2023 performance and 
+set out an overview of our markets and 
+our stakeholders. 
+Details of our principles, and our people 
+and community engagement, together 
+with our focus on safety, are also 
+contained in the Strategic Report.
+Approved by the Board on 28 February 
+2024 and signed on its behalf by
+Patrick André
+Chief Executive
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_81.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_81.txt
new file mode 100644
index 0000000000000000000000000000000000000000..08e5bb0a8d5d2388938a5eba3c43f1c8c81270f4
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_81.txt
@@ -0,0 +1,18 @@
+© 2019 Friend Studio Ltd  File name: GovernanceXDivider_v30  Modification Date: 13 March 2024 1:12 pm
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement
+83 Chairman’s governance letter
+84 Board Report 
+93 Audit Committee
+102 Nomination Committee
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy
+122  Annual Report on Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report 
+Strategic report  Governance  Financial statements
+ 79
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_82.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_82.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f98510251620115199e91d7fe646dc79ff42a820
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_82.txt
@@ -0,0 +1,156 @@
+Vesuvius plc Annual Report and Financial Statements 202380
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+Carl-Peter Forster
+Chairman 
+Appointed to the Board 1 November 2022,  
+and as Chairman on 1 December 2022
+One year on the Board 
+ – Extensive board experience as Chairman  
+and Chief Executive within international  
+listed companies
+ – Proven strategic and operational skills  
+gained in complex multinational industrial 
+goods and engineering businesses
+ – Global commercial and engineering 
+experience, including expertise in operational 
+excellence and lean manufacturing
+Current external appointments
+Carl-Peter is Chairman of Chemring Group plc 
+and Senior Independent Director at Babcock 
+International Group plc. He is also Chairman of 
+StoreDot, Director of The Mobility House AG, 
+Gordon Murray Group Ltd, Envisics Ltd,  
+Lead Equities Fund Management GmbH  
+and associated companies and serves  
+as a Director on the advisory board of  
+Kinexon GmbH.
+Career experience
+Carl-Peter has spent the majority of his career 
+holding senior leadership positions in some of 
+the world’s largest automotive manufacturers, 
+including BMW, General Motors and Tata 
+Motors (including Jaguar Land Rover). Since  
+he stepped down from Tata Motors in 2011,  
+he has served as a director on a wide variety  
+of public and private company boards, including 
+IMI plc from 2012–2021, Rexam plc from 
+2014-2016 and Geely Automotive Holdings, 
+Hong Kong, as well as Volvo Cars Group from 
+2013-2019. Until recently he also served on the 
+board of LeddarTech, Inc.
+Patrick André 
+Chief Executive 
+Appointed to the Board 1 September 2017
+Six years on the Board 
+ – Global career serving the steel industry
+ – Strong background in strategic development 
+and implementation
+ – Customer focus and proven record of  
+delivery, with strong commercial acumen
+ – Drive and energy in promoting his  
+strategic vision
+Current external appointments 
+None.
+Career experience
+Patrick joined the Group as President of the 
+Vesuvius Flow Control Business Unit in 2016,  
+until his appointment as Chief Executive in 
+September 2017 . 
+Before joining the Group, Patrick served as 
+Executive Vice President Strategic Growth,  
+CEO Europe and CEO for Asia, CIS and Africa 
+for Lhoist company, the world leader in lime 
+production. Prior to this, he was CEO of the 
+Nickel division, then CEO of the Manganese 
+division of ERAMET group, a global 
+manufacturer of nickel and special alloys.
+N  
+Key to Board Committee membership
+A  Audit Committee
+N  Nomination Committee
+R  Remuneration Committee
+ Committee Chair
+Engagement with the workforce
+E   Carla Bailo serves as the designated 
+Non-executive Director responsible  
+for workforce engagement.
+* Cevian Capital is a shareholder of Vesuvius plc 
+and, at 28 February 2024, held 21.3% of 
+Vesuvius’ issued share capital.
+Changes to the Board during the year
+The Directors named were in office during the 
+year and up to the date of this Annual Report, 
+with the exception of:
+ – Carla Bailo who joined the Board as a  
+Non-executive Director on 1 February 2023
+ – Guy Young who served as Chief Financial 
+Officer from 1 November 2015 until he  
+left the Group on 17 February 2023
+ – Mark Collis who joined the Board as  
+Chief Financial Officer on 1 April 2023
+ – Jane Hinkley who served as a Non-executive 
+Director until 18 May 2023
+ – Robert MacLeod who joined the Board as a 
+Non-executive Director on 1 September 2023
+Richard Sykes (formerly Group Vice President, 
+Business Development) served as Interim Chief 
+Financial Officer from 17 February to 31 March 
+2023 but was not a Director of Vesuvius plc. 
+Mark Collis 
+Chief Financial Officer 
+Appointed to the Board 1 April 2023
+Ten months on the Board
+ – Wealth of international operational 
+experience and leadership skills
+ – Complements the strong performance-
+oriented culture and the skills of the 
+management team
+ – Respected leader for the finance and  
+IT functions
+Current external appointments 
+None.
+Career experience
+Mark was previously Chief Financial Officer of 
+the Operations business of John Wood Group 
+PLC. He has over 20 years of senior financial 
+experience in a number of international 
+businesses including Amec Foster Wheeler  
+plc and Expro International Group. Mark is a 
+Chartered Accountant qualified with the ICAEW.
+ 
+Board of Directors
+Proposed appointment of Eva Lindqvist
+It is proposed that Eva Lindqvist be appointed  
+to the Board as a Non-executive Director with 
+effect from the close of the 2024 AGM, subject  
+to her election being approved by shareholders 
+at the AGM. Subject to her election, Eva will 
+succeed Douglas Hurt as Senior Independent 
+Director at the close of the 2024 AGM and she 
+will also join the Company’s Audit, Remuneration 
+and Nomination Committees. Eva’s biography 
+and details of her proposed appointment can  
+be found in the Notice of AGM.
+Current external appointments
+Eva currently supports several small companies 
+and non-profit organisations, and serves as  
+a Non-executive Director of CLS Holdings plc, 
+Greencoat Renewables plc and Tele2 AB.  
+She will step down as a Non-executive Director 
+and Chair of the Remuneration Committee of 
+Keller Group plc at their AGM in May 2024. 
+Career experience
+Eva is an engineer with more than 35 years´ 
+experience in global industrial and service 
+businesses. She spent 20 years with Ericsson, 
+focusing on strategy, production development 
+and international sales. In 2000 she joined the 
+Scandinavian telecommunications company 
+Telia. She was Senior Vice President of Telia 
+Equity before becoming Chief Executive of 
+TeliaSonera International Carrier in 2002.  
+Eva has served on the board of a range of listed 
+companies including Acast AB, Bodycote plc, 
+Mr Green & Co AB, Sweco AB and Tarsier AB. 
+She is a member of the Royal Swedish Academy 
+of Engineering Sciences. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_83.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_83.txt
new file mode 100644
index 0000000000000000000000000000000000000000..02681f4e5984360a5df662f5948fde3b4d8f72ff
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_83.txt
@@ -0,0 +1,152 @@
+81Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+A  N  R  
+Douglas Hurt 
+Senior Independent Director (SID)
+Appointed to the Board 2 April 2015 and will  
+step down from the Board at the conclusion  
+of the AGM on 15 May 2024 
+Eight years on the Board
+ – Qualified Chartered Accountant, with  
+recent and relevant financial experience
+ – Highly knowledgeable in operational and 
+corporate financial matters, with significant 
+US and European experience 
+ – Proven management and leadership skills
+Current external appointments
+Non-executive Director and Chair of the  
+Audit Committees of Hikma Pharmaceuticals 
+PLC and the British Standards Institution.
+Career experience
+Douglas was Finance Director of IMI plc, a UK 
+listed company, until 2015. He spent 23 years at 
+GlaxoSmithKline plc where he held senior finance 
+and general management positions. Douglas 
+served as SID and Chair of the Audit Committees 
+of Tate & Lyle plc and Countryside Partnerships 
+PLC until 2019 and July 2022 respectively,  
+and he also served as Chairman of Countryside 
+Partnerships PLC from July to November  
+2022 when it merged with Vistry Group.
+Friederike Helfer 
+Non-executive Director
+Appointed to the Board 4 December 2019
+Four years on the Board
+ – An experienced strategist, with strong 
+analytic capability
+ – Commercial acumen and a strong track 
+record of working with a portfolio of 
+companies to identify scope for operational 
+and strategic improvement 
+Current external appointments
+Partner of Cevian Capital.*
+Career experience
+Friederike is a Partner of Cevian Capital.  
+She joined Cevian in 2008 and served as  
+a Non-executive Director on the boards of 
+thyssenkrupp AG from 2020 to 2023 and  
+Valmet Oyj from 2013 to 2017. These are both 
+companies in which Cevian was also invested.  
+Prior to joining Cevian, Friederike worked at 
+McKinsey & Company. She is a CFA Charterholder.
+N  
+Kath Durrant  
+Non-executive Independent Director
+Appointed to the Board 1 December 2020
+Three years on the Board
+ – 30 years’ experience of people management
+ – Strong operational and strategic track record, 
+gained working at a number of large global 
+manufacturing companies
+ – Experienced UK governance professional
+Current external appointments
+Senior Independent Director and Chair of the 
+Remuneration Committee of SIG plc, and  
+a Non-executive Director of Essentra plc.
+Career experience
+Kath held various operational and specialist HR 
+roles at GlaxoSmithKline plc and AstraZeneca 
+plc, and was Group HR Director of Rolls-Royce 
+plc. She was most recently Group HR Director  
+of Ferguson plc and Chief HR Officer of CRH plc. 
+Kath served as a Non-executive Director and 
+Chair of the Remuneration Committee of 
+Renishaw plc from 2015 to 2018 and as  
+a Non-executive Director and Chair of the 
+Remuneration Committee of Calisen plc  
+from 2020 to 2021.
+A  N  R  
+Dinggui Gao
+Non-executive Independent Director
+Appointed to the Board 1 April 2021
+Two years on the Board
+ – Strong operational experience driving 
+performance in multinational companies
+ – Proven track record of leadership and 
+international commercial experience
+ – Strong focus on technology and in-depth 
+knowledge of Asian markets 
+Current external appointments
+Non-executive Director Intramco Europe  
+B.V and Operating Partner CITIC Capital 
+Holdings Ltd.
+Career experience
+Dinggui has 40 years of operational experience 
+having worked in multinational companies 
+including Bosch, Honeywell, Eagle Ottawa and 
+Sandvik AB. Between 2017 and 2021 he was 
+Managing Director, China of Formel D Group, 
+the German global service provider to the 
+automotive and components industry.
+A  N  R  
+  
+Robert MacLeod 
+Non-executive Independent Director
+Appointed to the Board 1 September 2023 and  
+as Chair of the Audit Committee from AGM 2024
+Five months on the Board
+ – Qualified Chartered Accountant, with significant 
+experience in large multinational companies
+ – Knowledgeable corporate and operational 
+finance professional
+ – Wealth of general management and financial 
+leadership experience
+Current external appointments 
+Non-executive Director and Chair of the 
+Remuneration Committee of RELX PLC and 
+Non-executive Member at The Defence  
+Science and Technology Laboratory.
+Career experience
+Robert served as CEO of Johnson Matthey PLC 
+from 2014 to 2022 and Group Finance Director 
+from 2009 to 2014. Prior to this he worked at WS 
+Atkins PLC, latterly as Group Finance Director. 
+A  N  R  
+Carla Bailo
+Non-executive Independent Director
+Appointed to the Board 1 February 2023
+One year on the Board
+ – Strong engineering and product 
+management experience 
+ – Research and development background 
+gained during more than 40 years working  
+in the automotive industry 
+ – International experience and extensive 
+knowledge of US markets
+Current external appointments
+Non-executive Director of Advance Auto Parts, 
+Inc. and SM Energy Company.
+Career experience
+Carla was President and CEO of the Center  
+for Automotive Research (CAR) in the USA for  
+five years, until she stepped down in September 
+2022. Prior to joining CAR, Carla was Assistant 
+Vice President for Mobility Research and 
+Business Development at The Ohio State 
+University. She spent 25 years at the Nissan 
+Motor Company, culminating as Senior VP , 
+Research and Development, Americas and  
+Total Customer Satisfaction. Carla served  
+as Non-executive director of EVe Mobility 
+Acquisition Corp. until 21 February 2024.
+A  N  R  E
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_84.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_84.txt
new file mode 100644
index 0000000000000000000000000000000000000000..37219ba27a83b1606c2b48347c037b1f6c091657
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_84.txt
@@ -0,0 +1,132 @@
+Vesuvius plc Annual Report and Financial Statements 202382
+© 2019 Friend Studio Ltd  File name: BoardX_XGEC_v68  Modification Date: 13 March 2024 6:13 pm
+Group Executive Committee
+Patrick André 
+Chief Executive
+Eight years with the Group
+For biographical details, please  
+see the Board of Directors on  
+page 80.
+Agnieszka Tomczak 
+Chief HR Officer
+Five years with the Group
+Appointed as Chief HR Officer  
+in October 2018. Agnieszka has  
+over 25 years of senior leadership 
+experience in multinational 
+companies spanning various 
+business sectors and industries. 
+Prior to joining Vesuvius, she  
+spent 12 years at ICI, which  
+was subsequently acquired  
+by AkzoNobel, in regional  
+and global HR roles.
+Agnieszka is based in London, UK.
+Henry Knowles 
+  
+General Counsel and  
+Company Secretary
+Ten years with the Group
+Appointed as General Counsel and 
+Company Secretary in September 
+2013. Prior to joining Vesuvius, 
+Henry spent eight years at Hikma 
+Pharmaceuticals PLC, a generic 
+pharmaceutical manufacturer  
+with significant operations in the 
+Middle East, North Africa and the 
+US where he held the roles of 
+General Counsel and Company 
+Secretary. Henry is also responsible 
+for the Group’s Intellectual  
+Property function.
+Henry is based in London, UK.
+Pascal Genest 
+President, Flow Control
+Three years with the Group
+Appointed President, Flow Control 
+in January 2021. Pascal joined the 
+Group from GFG Alliance where he 
+held the position of CEO Liberty 
+Ostrava in the Czech Republic.  
+Prior to this he was CEO of SULB  
+in Bahrain. Pascal has more than  
+15 years’ experience working in  
+the steel industry, mainly with 
+ArcelorMittal. He has also worked 
+in consulting, in private equity  
+and in the aluminium industry.
+Pascal is based in London, UK.
+Richard Sykes 
+President, Advanced Refractories
+Twenty-five years with the Group
+Joined the GEC on 1 January 2023 
+prior to his appointment as Interim 
+Chief Financial Officer in February 
+2023. He subsequently assumed 
+the role of President, Advanced 
+Refractories, in August 2023. 
+Richard joined Premier Refractories 
+Limited in May 1991 as Finance 
+Director. He has since held various 
+senior managerial roles in Vesuvius’ 
+Steel Division and in the Corporate 
+centre. Most recently serving as 
+President, Business Development 
+and Special Projects, Regional  
+Vice President Flow Control  
+EMEA and Vice President  
+Finance Flow Control. 
+Richard is based in London, UK.
+Mark Collis  
+Chief Financial Officer 
+Eleven months with the Group
+For biographical details, please  
+see the Board of Directors on  
+page 80.
+Karena Cancilleri 
+President, Foundry
+Four years with the Group
+Appointed President, Foundry in 
+October 2019. Karena joined the 
+Group from Beaulieu International 
+Group, where she served for six 
+years as VP Engineered Products 
+and latterly President Engineered 
+Products. She has a breadth of 
+managerial experience spanning 
+various international leadership 
+roles in companies such as 
+FiberVisions, Kraton Corporation 
+and Shell.
+Karena is based in London, UK.
+Changes to the  
+Group Executive 
+Committee (GEC)
+ – Richard Sykes joined the 
+GEC on 1 January 2023  
+prior to his appointment as 
+interim Chief Financial 
+Officer on 17 February 2023. 
+He remained on the GEC 
+when he was appointed  
+as President, Business 
+Development and Special 
+Projects on 1 April 2023,  
+and as President, Advanced 
+Refractories on 1 August 2023
+ – Mark Collis joined the  
+GEC on his appointment  
+as Chief Financial Officer  
+on 1 April 2023
+ – Guy Young, Chief Financial 
+Officer was a member  
+of the GEC until he resigned 
+from the Group on  
+17 February 2023
+ – Vincent Dujardin, President, 
+Advanced Refractories  
+was a member of the  
+GEC from 1 April 2023 until 
+he resigned from the Group  
+on 30 September 2023
\ No newline at end of file
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new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_85.txt
@@ -0,0 +1,51 @@
+83Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Dear Shareholder,
+On behalf of the Board, I am pleased to present Vesuvius’ 
+Corporate Governance Statement. This Statement provides 
+investors and other stakeholders with an insight into the 
+governance activities of the Board and its Committees during the 
+year. It describes how the Group has complied with the Principles 
+of the UK Corporate Governance Code during 2023, except 
+where we consider it clearer for us to describe the application  
+of a Principle elsewhere in this Annual Report. The table on  
+page 84 signposts where detailed information on each section of 
+the Code (and associated Principles) can be found. The Board  
+of Vesuvius plc is committed to maintaining high standards of 
+governance and to continuous improvement to reflect ongoing 
+best practice.
+The Board’s key focus in 2023 was on continuing to support 
+management to further develop the Group’s strategy, together 
+with setting clear objectives to measure business success.  
+We outlined this strategy and our updated set of key strategic 
+targets to our investors at the Capital Markets event in November. 
+In December, we announced the launch of a £50m share buyback 
+programme, as the first step to delivering this strategy. 
+Alongside this strategic focus, the Directors also oversaw the 
+continued refreshment of the Board during 2023. Together  
+with the recruitment of Carla Bailo and Mark Collis, who we 
+welcomed to the Board in February and April, respectively, 
+searches were also undertaken for two further Non-executive 
+Directors. As a result of this work, Robert MacLeod joined the 
+Board on 1 September 2023 and the Board recently announced 
+the proposed appointment of Eva Lindqvist at the forthcoming 
+AGM. Robert and Eva will assume the roles of Chair of the  
+Audit Committee and Senior Independent Director, respectively, 
+when Douglas Hurt retires from the Board at the close of the 
+AGM, having served as a Director for nine years.
+Yours sincerely
+Carl-Peter Forster
+Chairman
+28 February 2024
+In this section
+Board leadership and Company purpose on p85
+Division of responsibilities on p88
+Audit Committee report on p93
+Nomination Committee report on p102
+Directors’ Remuneration Report on p108
+Also see: 
+Group’s statement of purpose on pIFC
+Strategic Report on p1–78
+Corporate Governance Statement
+Carl-Peter Forster  
+Chairman
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202384
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Board Report
+2018 UK Corporate Governance Code
+The Company applied the Principles of the 2018 UK Corporate Governance Code (the ‘Code’), and was fully compliant  
+with its Provisions, throughout the year ended 31 December 2023. A copy of the Code can be found on the FRC website at:  
+https:/ /www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code.
+Information availability
+Board 
+leadership  
+and Company 
+purpose
+The Corporate Governance statement (CG Statement) on pages 83-135 gives information on the Group’s 
+compliance with the Principles relating to the Board’s leadership and Company purpose.
+More detailed information on:
+ – The Group’s statement of purpose can be found on the IFC
+ – The Group’s strategy, resources and the indicators it uses to measure performance can be found on  
+pages 17, 20 and 21, and 28 and 35, respectively
+ – The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained in the 
+Section 172(1) Statement and stakeholder engagement section on pages 68-71
+ – The Group’s approach to workforce matters can be found in the Our people section on pages 58-63,  
+with further details of the Group’s approach to employee involvement and engagement contained in the 
+Section 172(1) Statement on pages 68 and 69
+ – Details of the Group’s framework of controls is contained in the Audit Committee report on pages 97 and 98 
+of the CG Statement and in the Risk, viability and going concern section on pages 74 and 75
+Division of 
+responsibilities
+The CG Statement describes the structure and operation of the Board. The Nomination Committee report,  
+on pages 106 and 107, describes the process the Company conducts to evaluate the Board, to ensure  
+that it continues to operate effectively, that individual Directors’ contributions are appropriate and that  
+the oversight of the Chairman promotes a culture of openness and constructive yet challenging debate.
+Composition, 
+succession  
+and evaluation
+Details of the skills, experience and knowledge of the existing Board members can be found in the  
+Board biographies contained on pages 80 and 81. Information on the Board’s appointment process and 
+approach to succession planning and Board evaluation is contained in the Nomination Committee report  
+on pages 102-107 of the CG Statement.
+Audit, risk  
+and internal 
+control
+Information on the policies and procedures the Group has in place to monitor the effectiveness of the Group’s 
+Internal and External Audit functions and the integrity of the Group’s financial statements is contained in the 
+Audit Committee report on pages 93-101 of the CG Statement, along with an overview of the procedures  
+in place to manage risk and oversee the internal control framework. Further information on the Group’s 
+approach to risk management is contained in the Risk, viability and going concern section of the  
+Strategic Report on pages 72-78. The Board believes the 2023 Annual Report to be a fair, balanced and 
+understandable assessment of the Company’s position and prospects. A description of the Audit Committee’s 
+work in enabling the Board to reach this conclusion is contained in the Audit Committee report on page 97.
+Remuneration The Company’s approach to investing in and rewarding its workforce is described in the Our people section  
+on pages 58-63. The Directors’ Remuneration Report section of the CG Statement describes the Group’s 
+approach to Directors’ remuneration, including the procedure for developing policy and the Remuneration 
+Committee’s discretion for authorising remuneration outcomes. It also includes information about the 
+Remuneration Consultants appointed by the Remuneration Committee. Details of the linkage of the Directors’ 
+Remuneration Policy with long-term strategy is contained on pages 109 and 110 and also highlighted on 
+pages 28 and 35 in the sections on Key Performance Indicators.
+Corporate Governance Statement continued
+The aforementioned sections are incorporated into the Corporate Governance Report by reference.
+The secret animal #1 is an "elephant".
\ No newline at end of file
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+85Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Board leadership and Company purpose 
+The Board is responsible for leading the Group in an efficient  
+and entrepreneurial manner, establishing the Group’s purpose, 
+values and strategy, and satisfying itself that these and the 
+Group’s culture are aligned. It focuses primarily on strategic  
+and policy issues and is responsible for ensuring the long-term 
+sustainable success of the Group. It also oversees the allocation of 
+resources and monitors the performance of the Group in pursuit 
+of this strategy. It is responsible for effective risk assessment  
+and management of the Group’s risk profile. In performance  
+of these duties, the Board has regard to the interests of the  
+Group’s key stakeholders and is cognisant of the potential  
+impact of the decisions it makes on wider society.
+Purpose
+Vesuvius’ purpose is to be a global leader in molten metal  
+flow engineering and technology, servicing process industries 
+operating in challenging high-temperature conditions. We think 
+beyond the status quo to create the innovative solutions that  
+will shape the future for our customers, wider stakeholders and 
+business. We help our customers make their industrial processes 
+safer, more efficient and sustainable. The Group aims to deliver 
+sustainable, profitable growth, providing its shareholders with  
+a superior return on their investment, whilst providing each of  
+its employees with a safe workplace where they are recognised, 
+developed and properly rewarded.
+In November 2023, the Company held a Capital Markets Day to 
+outline the Group’s strategic objectives for the next three years, 
+and to provide further insight into the positive long-term growth 
+trends anticipated in the steel and foundry markets. Further 
+information on the Group’s strategic targets can be found on 
+page 17. The Board has identified a number of Key Performance 
+Indicators (KPIs) which provide information on key aspects of the 
+Group’s financial and non-financial performance. Reviewing  
+this information assists the Board to assess progress with the 
+execution of the Group’s strategy and to determine any remedial 
+action that needs to be taken. Detailed information on the  
+Group’s financial and non-financial KPIs can be found on  
+pages 28 and 35, respectively. 
+The Group has established a framework of controls to enable  
+risk to be assessed and managed. Further information on  
+this can be found in the Audit, risk and internal control section  
+on page 92 of this Board Report.
+Sustainability
+Vesuvius recognises that lasting business success is measured  
+not only in financial performance but in the way in which the 
+Group deals with its customers, suppliers, business associates, 
+employees, investors and local communities. Our sustainability 
+strategy supports the Group’s key strategic objectives which  
+are focused on creating a better tomorrow in a profitable  
+and sustainable way. To drive change throughout the Group,  
+the Board has set specific targets focused on ways in which the 
+Group can improve its impact on our planet, our communities,  
+our people and our customers. The Board monitors these  
+targets and oversees the output of the Sustainability Council in 
+spearheading new activities to enhance Group performance. 
+Further information can be found in the Non-financial and 
+sustainability information statement on pages 32–67.
+Culture
+The Board monitors the corporate culture of the Group. The 
+Group’s CORE Values – Courage, Ownership, Respect and Energy 
+– define our behaviours across the business and are the practical 
+representation of the culture we seek to foster, aligning with  
+the Company’s purpose and strategy, and supporting our 
+governance and control processes. These Values are prominently 
+displayed at all sites. Our CORE Values are reinforced in our 
+performance management systems, which ensure that they  
+are firmly embedded in our day-to-day conversations and 
+behaviours. Further detail can be found on page 60.
+The CORE Values are supported by the Group’s Code of  
+Conduct which sets out the standards of conduct expected, 
+without exception, of everyone who works for Vesuvius in any  
+of its worldwide operations. The Code of Conduct emphasises  
+the Group’s commitment to ethical behaviour and compliance 
+with the law. It also covers every aspect of Vesuvius’ approach  
+to business, from the way that the Group engages with customers, 
+employees, its markets and each of its other stakeholders,  
+to the safety of its employees and places of work. Everyone  
+within Vesuvius is individually accountable for upholding  
+these requirements.
+The Board seeks to ensure that the Group’s workforce policies and 
+practices are consistent with the Group’s long-term sustainable 
+success. Further information about the Group’s remuneration 
+practices for senior managers can be found in the Directors’ 
+Remuneration Report on pages 108–135, the Group’s approach to 
+diversity in the Nomination Committee Report on pages 104–106, 
+and the Group’s general approach to HR matters in the Our 
+people section on pages 58–63. Information on the Group’s Speak 
+Up confidential employee concern helpline is set out overleaf.
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202386
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+Board site visits
+The Directors undertook an extensive programme of site visits  
+in 2023. A full off-site Board meeting was held in Brazil, with 
+Directors visiting Vesuvius’ sites in São Paulo and Rio de Janeiro, 
+along with a customer site in Rio. In addition, the Non-executive 
+Directors visited sites in Yingkou and Bayuquan in China, Borken 
+and Grossalmerode in Germany, Pune and Kolkata in India, 
+Enschede and Hengelo in the Netherlands, and Cleveland in the 
+USA. A number of Directors were also able to attend the GIFA and 
+METEC International Foundry and Metallurgical Trade Fairs that 
+were held in Germany in June, showcasing recent innovations in 
+the steel and foundry industries. The visits provided the Board 
+with the opportunity to meet local management, and hear 
+firsthand about business performance, and local opportunities 
+and challenges. During the visits the Directors were also able to 
+interact with a cross-section of employees, from various functions 
+and organisational levels, and at some sites ‘town hall’ meetings 
+were held, providing the Non-executive Directors with the 
+opportunity to engage with the workforce to hear the views of 
+employees and answer their questions about the Company.  
+The Directors engaged in firsthand discussions on culture  
+and purpose, providing direct feedback to the Board on their 
+perceptions of each site and potential areas for improvement, 
+alongside highlighting examples of best practice that could be 
+shared more widely.
+Board assessment of culture
+During the year, the Board’s assessment of the Group’s culture considered the Group’s:
+(1) Adherence to the CORE Values – The Board focused on 
+ensuring that there was a consistent culture across the Group, 
+underpinned by the CORE Values. During their site visits,  
+the Directors focused on the extent to which the Values are 
+published, understood and motivate employee behaviour,  
+and reported on their individual findings as part of their 
+feedback. In 2023, nominations were once again sought for the 
+Group’s peer-nominated Living the Values Awards. The Board 
+was delighted that there were almost 1,500 nominations, 
+showcasing examples of individuals and teams going the ‘extra 
+mile’ to live the CORE Values. Members of the Group Executive 
+Committee presented both regional and global awards as part 
+of the process of recognising those individuals who exemplify 
+our Values. The global awards presentation was held online  
+to allow all employees to join and celebrate the examples of 
+Vesuvius’ Values in action. 
+(2) Commitment to safety – At each meeting during the year, 
+the Board received an update on issues affecting the global 
+health and well-being of the Group’s employees. As a priority  
+the Board receives regular updates on the Group’s performance 
+against safety targets, and reviews all Lost Time Incidents  
+and the follow-up action taken. In addition, the Board receives 
+biannual reports on the progress of the Group’s safety 
+programmes. During the year, the Directors used their individual 
+site visits to assess each site’s commitment to safety, and  
+the Executive Directors and Group Executive Committee 
+members’ long-term incentives include a safety target alongside 
+other sustainability measures. A core tenet of the Group’s 
+Sustainability initiative is a focus on ensuring the Group affords 
+a safe working environment for all its employees. The Board has 
+set a challenging Group safety target of less than one Lost Time 
+Injury per million hours worked. This equates to an average of 
+less than two lost time work-related Lost Time Injuries or illnesses 
+per month. The Board is encouraged to see the excellent 
+progress in reducing the rate of Lost Time Injuries to date, but 
+recognises that there is further work still to be done, particularly 
+in relation to the management of third-party contractors,  
+two of whom suffered serious injuries on our sites in 2023. 
+(3) Entrepreneurship – As part of the Board’s rolling agenda, 
+the Board received reports from each Business Unit President  
+on their business strategy, new commercial initiatives and future 
+technology trends. The Nomination Committee focused on the 
+development and retention of key talent across the Group to 
+execute the Group strategy, and the Board also received reports 
+on the key commercial achievements across the Business Units 
+as part of regular reporting from the Chief Executive. 
+(4) Transparency – The engagement and openness of the senior 
+managers who presented to the Board and Committees during 
+the year, along with the employees the Board met during site 
+tours, ‘town hall’ meetings and formal and social engagements, 
+was assessed in terms of the Group’s culture. These firsthand 
+reviews were supported by the Directors’ review of the output  
+of the Group’s Speak Up processes. In addition, the Audit 
+Committee sought qualitative feedback from External and 
+Internal Audit on how transparent/engaged managers had 
+been during audit interactions. 
+(5) Customer focus – In 2023, the Board received detailed 
+briefings on the Group’s key customers, their concentration, 
+diversity and core challenges, alongside information on the 
+state of the Group’s markets. They also reviewed the initiatives 
+undertaken in the Company to understand value drivers at  
+our customers, to underpin our solutions-focused business 
+model, and communicate the value contributed to customers  
+by our products.
+The Chief Executive provided updates on key customer  
+issues, and undertook a range of customer visits, meeting 
+face-to-face with customers to discuss business challenges  
+and future prospects. During the Board site visit to Brazil in 
+October, the Directors visited a key Steel Division customer. 
+Throughout the year, the Board also received regular updates 
+on quality performance, with detailed analysis of any specific 
+quality issues.
+(6) Diversity and respect for local cultures – In July 2023,  
+the Directors revised the Board Diversity Policy to include  
+a target for 40% of the Board to be female by the end of 2024.  
+The Nomination Committee considered the Board’s diversity  
+as part of the Director recruitment exercises and monitored 
+progress with the achievement of the Group’s gender diversity 
+target which seeks to have 25% female representation in the 
+Senior Leadership Group, which comprises c.150 individuals,  
+by 2025. The Board also reviewed the results of the employee 
+engagement survey.
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_89.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_89.txt
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+87Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+The Board
+Carl-Peter Forster Non-executive Chairman
+Patrick André Chief Executive
+Mark Collis Chief Financial Officer Joined 1 April 2023
+Carla Bailo Non-executive Director Joined 1 February 2023
+Kath Durrant Non-executive Director 
+and Chair of the 
+Remuneration Committee
+Dinggui Gao Non-executive Director
+Friederike Helfer Non-executive Director
+Douglas Hurt Senior Independent 
+Director and Chair of the 
+Audit Committee
+Robert MacLeod Non-executive Director Joined 1 September 2023
+Leavers during the year:
+Guy Young Chief Financial Officer Stepped down on  
+17 February 2023
+Jane Hinkley Non-executive Director Stepped down on  
+18 May 2023
+On 15 February 2024, the Company announced the proposed 
+appointment of Eva Lindqvist at the AGM to be held on 15 May 
+2024. Douglas Hurt will retire from the Board at the close of this 
+meeting having served on the Board for nine years.
+Section 172 duties
+The Directors are cognisant of the duty they have under Section 
+172 of the Companies Act 2006, to promote the success of the 
+Company over the long term for the benefit of shareholders  
+as a whole, whilst also having regard to a range of other key 
+stakeholders. In performance of its duties throughout the year,  
+the Board had regard to these duties and remained cognisant  
+of the potential impact on these stakeholders of the Group’s 
+activities. Details of the Board and the Company’s engagement 
+with stakeholders during the year can be found in the Section 
+172(1) Statement on pages 68–71.
+Directors’ independence
+The Board considers that, for the purposes of the UK Corporate 
+Governance Code, 62.5% of the Board – five of the current 
+Non-executive Directors (excluding the Non-executive Chairman), 
+namely Carla Bailo, Kath Durrant, Dinggui Gao, Douglas Hurt 
+and Robert MacLeod, are independent of management and free 
+from any business or other relationship which could affect the 
+exercise of their independent judgement. Friederike Helfer is  
+a Partner of Cevian Capital, which continues to hold 21.3% of 
+Vesuvius’ issued ordinary share capital (excluding Treasury 
+Shares). As a result, Friederike Helfer is not considered to be 
+independent. The Chairman satisfied the independence criteria 
+on his appointment to the Board. The Board and its Committees 
+have a wide range of skills, experience and knowledge, and 
+further details of each Director’s individual contribution in this 
+regard can be found in their biographical details on pages 80  
+and 81.
+Whistleblowing policy 
+Speak Up
+All Vesuvius employees can speak up without fear of retaliation, 
+either to Vesuvius management or via independent channels.  
+We have implemented a Speak Up policy, under the responsibility 
+of our Board, which is included in our Code of Conduct.  
+Details of it are provided on the internal Vesuvius website, and 
+communicated by local language posters in all our locations.  
+A third-party operated confidential Speak Up helpline is 
+available 365 days per year, 24 hours per day, to anyone wishing 
+to raise concerns anonymously or in situations where they feel 
+unable to report directly. Details of the helpline can also be found 
+on the Vesuvius website. This independent facility supports online 
+reporting through a web portal and reporting by phone or by 
+voicemail. Ensuring global accessibility, employees can speak 
+with operators in any of our 29 functional languages.
+All reports received are reviewed and, where appropriate, 
+investigated and feedback is provided to the reporter via the 
+helpline portal. Vesuvius’ Speak Up helpline is highlighted during 
+internal compliance training and new joiner inductions. No 
+Vesuvius employee will ever be penalised or disadvantaged for 
+reporting a legitimate concern in good faith. Reports received 
+via Speak Up channels are managed by the General Counsel 
+and Compliance Director. When received, reports are assessed 
+for risk and category of concern. All reports are considered in 
+line with a protocol for review, investigation, action, closure and 
+feedback, independent of management lines where necessary, 
+and involving senior Business Unit or HR management as 
+appropriate. For complex issues, formal investigation plans  
+are drawn up, and support from external experts is engaged 
+where necessary. Feedback is recognised as an important 
+element of the Speak Up process and we aim to acknowledge  
+all cases within seven days of receipt. The Group monitors the 
+volume, geographic distribution and range of reports made to 
+the Speak Up facility to ascertain whether there are significant 
+regional compliance concerns, or particular themes that recur, 
+and whether this indicates that there are countries where  
+access to this facility is less well understood or publicised. 
+During 2023, the Board received updates on the nature  
+and volume of reports received by the confidential Speak Up 
+helpline, key themes emerging from these reports and the results 
+of any investigations undertaken. Further details on specific 
+issues were provided where requested. In 2023, the Group 
+received 120 reports (2022: 141) through the Speak Up facility 
+and 16 walk-in reports (2022: 38). Each one of these was 
+reviewed and, where appropriate, investigated. Similar to 2022, 
+a majority of these reports related to HR issues which indicated 
+no compliance concerns, nor serious breaches of the Code  
+of Conduct. Of the small number of reports received that 
+contained allegations of a breach of our Code of Conduct, 
+thorough investigations were performed and, where 
+appropriate, disciplinary action was taken.
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_9.txt
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+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other
+The secret flower is "lavender".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202388
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+The Chairman and Chief Executive 
+The division of responsibilities between the Chairman and the 
+Chief Executive is set out in writing. These role descriptions were 
+reviewed during the year as part of the Company’s annual 
+corporate governance review. They are available to view on  
+the Company’s website: www.vesuvius.com. 
+The Board
+The Board has a formal schedule of matters reserved to it and 
+delegates certain matters to its Committees. It is anticipated that 
+the Board will convene on seven occasions during 2024, holding 
+ad hoc meetings to consider non-scheduled business if required.
+Company Secretary
+Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the Board 
+agenda with clear information flow. Acts as a link between the Board and its Committees and between the Non-executive Directors  
+and senior management
+The Board
+Responsible for Group strategy, risk 
+management, succession and policy 
+issues. Sets the purpose, Values and 
+culture for the Group. Monitors the 
+Group’s progress against the targets set
+Chairman 
+Provides leadership and guidance for 
+the Board, promoting a high standard 
+of corporate governance. Sets the 
+Board agenda and chairs and 
+manages meetings. Independent on 
+appointment, he is the link between the 
+Executive and Non-executive Directors
+Chief Financial Officer 
+Supports the Chief Executive in 
+developing strategic direction and 
+works with the Board to develop and 
+implement the Group’s strategy. 
+Directs, monitors and manages the 
+finance and IT functions to ensure the 
+Company’s financial objectives are met, 
+ensuring sound financial management 
+and control of the Company’s business
+Senior Independent Director
+Acts as a sounding board for the 
+Chairman, an alternative contact  
+for shareholders and an intermediary 
+for other Non-executive Directors. 
+Leads the annual evaluation of the 
+Chairman and recruitment process  
+for the Chairman’s replacement,  
+when required
+Non-executive Directors
+Exercise a strong, independent voice, 
+constructively challenging and 
+supporting the Executive Directors. 
+Scrutinise performance against 
+objectives and monitor financial 
+reporting. Monitor and oversee  
+risks and controls, determine Executive 
+Director remuneration and manage 
+Board succession through their 
+Committee responsibilities. The 
+Non-executive Directors meet at least 
+twice a year without the Executive 
+Directors being present
+Chief Executive 
+Develops strategy for review and 
+approval by the Board. Directs, 
+monitors and manages the operational 
+performance of the Company. 
+Responsible for the application of 
+Group policies, implementation of 
+Group strategy and the resources  
+for their delivery. Accountable to the 
+Board for Group performance
+Division of responsibilities
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_91.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_91.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f07a3af814c644bfd1c152b7d82485ec541912a9
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_91.txt
@@ -0,0 +1,101 @@
+89Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Audit Committee
+To monitor the integrity of 
+financial reporting and to 
+assist the Board in its review 
+of the effectiveness of the 
+Group’s internal controls and 
+risk management systems
+Chair
+Douglas Hurt
+Membership
+All independent  
+Non-executive Directors
+Remuneration Committee
+To determine the 
+remuneration policy for  
+the Executive Directors  
+and set the appropriate 
+remuneration for the 
+Chairman, Executive 
+Directors and senior 
+management
+Chair
+Kath Durrant
+Membership
+All independent  
+Non-executive Directors
+Nomination Committee
+To advise the Board on 
+appointments, retirements 
+and resignations from the 
+Board and its Committees 
+and to review succession 
+planning and talent 
+development for the Board 
+and senior management
+Chair
+Carl-Peter Forster, Chairman 
+(except when considering  
+his own succession, in which 
+case the Committee would 
+be chaired by the Senior 
+Independent Director)
+Membership
+Chairman and the  
+Non-executive Directors
+Governance Committees
+Finance Committee
+To approve specific funding 
+and treasury-related 
+matters in accordance  
+with the Group’s delegated 
+authorities or as delegated 
+by the Board
+Chair
+Carl-Peter Forster, Chairman
+Membership
+Chairman, Chief Executive, 
+Chief Financial Officer and 
+Group Treasurer
+Administrative Committees
+In addition, the Board delegates certain responsibilities to a 
+Finance Committee and Share Scheme Committee, which operate 
+in accordance with the delegated authority agreed by the Board
+Share Scheme Committee
+To facilitate the 
+administration of the 
+Company’s share schemes
+Chair
+Any Board member
+Membership
+Any two Directors or any  
+two Directors and the 
+Company Secretary
+Board
+Board Committees
+The principal governance Committees of the Board are the  
+Audit, Nomination and Remuneration Committees. Each 
+Committee has written terms of reference which were reviewed 
+during the year. These terms of reference are available to  
+view on the Company’s website: www.vesuvius.com. 
+Committee composition is set out in the relevant Committee 
+reports. No one, other than the Committee Chairman and 
+members of the Committee, is entitled to participate in meetings 
+of the Audit, Nomination and Remuneration Committees. 
+However, as detailed in the Committee reports, where the  
+agenda permits, other Directors and senior management 
+regularly attend by invitation, supporting the operation of  
+each of the Committees in an open and consensual manner.
+The interactions in the governance process are shown in the 
+schematic below.
+Group Executive Committee
+The Group also operates a Group Executive Committee  
+(GEC), which is convened and chaired by the Chief Executive  
+and assists him in discharging his responsibilities. During 2023,  
+the GEC comprised the Chief Executive, Chief Financial Officer, 
+the main Business Unit Presidents, the Chief HR Officer, President 
+Business Development and Special Projects and the General 
+Counsel/Company Secretary. The GEC met for six formal 
+multi-day meetings and two R&D reviews during 2023.
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_92.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_92.txt
new file mode 100644
index 0000000000000000000000000000000000000000..db73a33bb08fe937591212604970b7cae02a3a03
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_92.txt
@@ -0,0 +1,63 @@
+Vesuvius plc Annual Report and Financial Statements 202390
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+2023 Board programme
+The Board discharges its responsibilities through an annual 
+programme of meetings. 
+At each of the regularly scheduled meetings, a number of 
+standard items were considered.
+These included:
+ – Directors’ duties, including those in respect of s172,  
+and conflicts of interest
+ – Minutes of the previous meeting and matters arising
+ – Reports from the Chief Executive (CEO) and the Chief Financial 
+Officer (CFO) on key aspects of the business, and from the 
+General Counsel and Company Secretary on governance matters
+In 2023, the Board focused on key areas of strategy, performance and governance, including the matters outlined below:
+Strategy  – Reviewing M&A opportunities
+ – Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories,  
+Foundry and Sensors & Probes Business Units
+ – Receiving and reviewing regular reports from the CEO on business highlights, changes in the Group’s 
+markets, procurement practices and the implementation of the Group’s strategic objectives
+ – Reviewing the progress of the Group’s Sustainability agenda, including receiving updates  
+on the Group’s health, safety and environmental objectives, the Group’s TCFD compliance and the  
+Group’s Roadmap to Net Zero
+ – Participation in a two-day off-site review of strategy presented by the CEO, CFO, the three main  
+Business Unit Presidents and the Company’s key financial advisers
+ – Receiving and considering a progress report on the Group’s R&D strategy and objectives
+ – Reviewing the Steel Division’s approach to pricing strategy 
+ – Receiving and considering reports on the Group’s key customers, and its purchasing, HR and digital 
+strategies, legal and compliance activities and the management of the Group’s key pension liabilities
+ – Reviewing the Group’s capital structure, including investors’ views, and receiving reports from the 
+Company’s brokers on market issues
+ – Reviewing the Group’s key messages for the Capital Markets Day
+Performance  – Reviewing the response to the Group’s cyber security attack in February 2023 and the actions taken  
+to develop the Group’s cyber resilience to mitigate the impact of any future attacks
+ – Receiving regular business reports from the CEO
+ – Receiving regular reports on the Group’s financial performance against key indicators
+ – Receiving biannual reports on progress against the Group’s sustainability targets 
+ – Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents
+ – Receiving regular reports on performance against product quality targets
+ – Scrutinising the Group’s financial performance and forecasts
+ – Reviewing and agreeing the annual budget and financial plans
+ – Approving the Group’s trading updates, and preliminary and half-year results announcements
+Governance  – Receiving regular reports from the Board Committees
+ – Approving the launch of the Group’s £50 million share buyback programme
+ – Approving the appointment of Mark Collis as the new CFO and overseeing the process to identify  
+new Non-executive Directors, and then approving their appointments
+ – Approving the Annual Report and Notice of AGM
+ – Approving the payment of the interim dividend, and approving the recommendation of the payment  
+of the final dividend subject to shareholder approval
+ – Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the 
+Group’s key risks and approving the Group’s risk register
+ – Reviewing and approving the Group’s Modern Slavery Statement
+ – Reviewing information received through the Group’s Speak Up reporting processes, including  
+investigation outcomes 
+ – Approving the Group’s UK and Polish tax strategies
+ – Renewing the Group’s delegated authorities
+ – Reviewing the level of fees for the Non-executive Directors
+ – Completing an evaluation of the Board and Committees’ performance and reviewing progress against the 
+improvement actions identified in the 2022 Board evaluation
+ – Reviewing the Board’s engagement with employees, including the results of the Group engagement survey
+ – Receiving regular updates on corporate governance and regulatory developments, and conducting the 
+formal annual review of the Group’s governance arrangements
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_93.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_93.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e0bbc6800051844da60ec2cffec38cb0b0874121
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_93.txt
@@ -0,0 +1,96 @@
+91Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Information and support 
+The Board ensures that it receives, in a timely manner, information 
+of an appropriate quality to enable it adequately to discharge  
+its responsibilities. Papers are provided to the Directors in 
+advance of the relevant Board or Committee meeting to enable 
+them to make further enquiries about any matters prior to the 
+meeting should they so wish. This also allows Directors who are 
+unable to attend to submit views to the relevant Chairperson in 
+advance of the meeting.
+In addition to the formal Board processes, the Chief Executive 
+provides updates on important Company business issues 
+between meetings, and the Board is provided with regular reports 
+on key financial and management information. The Directors  
+also receive regular updates on shareholder matters, along  
+with copies of analysts’ notes issued on the Company. For the 
+distribution of all information, Directors have access to a secure 
+online portal, which includes a reference section containing 
+relevant background information. 
+All Directors have access to the advice and services of the 
+Company Secretary. 
+There is also an agreed procedure in place for Non-executive 
+Directors, in the furtherance of their duties, to take independent 
+legal advice at the Company’s expense. 
+Directors’ conflicts of interest
+The Board has established a formal system to authorise situations 
+where a Director has an interest that conflicts, or may possibly 
+conflict, with the interests of the Company (situational conflicts). 
+Directors declare situational conflicts so that they can be 
+considered for authorisation by the non-conflicted Directors. 
+In considering a situational conflict, these Directors act in the way 
+they consider would be most likely to promote the success of the 
+Company and may impose limits or conditions when giving 
+authorisation, or subsequently, if they think this is appropriate. 
+The Company Secretary records the consideration of any conflict 
+and any authorisations granted. The Board believes that the 
+approach it has in place for reporting situational conflicts 
+continues to operate effectively. The Board has authorised 
+(subject to certain exceptions) any potential or actual conflicts of 
+interest that might arise as a result of Ms Helfer’s role as a Partner 
+of Cevian Capital AG. Prior to her resignation as a director of 
+thyssenkrupp AG, the Board had also authorised any potential  
+or actual conflicts of interest that might have arisen from that role.
+Board and Committee attendance
+The attendance of Directors at the Board meetings held in 2023, and at meetings of the principal Committees of which they are 
+members, is shown in the table below. The maximum number of meetings in the period during which the individual was a Board or 
+Committee member is shown in brackets.
+Board
+Audit 
+Committee
+Remuneration 
+Committee
+Nomination 
+Committee
+%
+attendance3
+Chairman
+Carl-Peter Forster 11 (11) – – 6 (6) 100%
+Executive Directors
+Patrick André 11 (11) – – – 100%
+Mark Collis1 9 (9) – – – 100%
+Guy Young2 0 (1) – – – 0%
+Non-executive Directors
+Carla Bailo1 9 (10) 4 (5) 4 (6) 3 (5) 77%
+Kath Durrant 10 (11) 5 (5) 7 (7) 6 (6) 97%
+Dinggui Gao 9 (11) 5 (5) 7 (7) 6 (6) 93%
+Friederike Helfer 11 (11) – – 6 (6) 100%
+Jane Hinkley2 3 (3) 2 (2) 4 (4) 3 (3) 100%
+Douglas Hurt 11 (11) 5 (5) 7 (7) 6 (6) 100%
+Robert MacLeod1 6 (6) 2 (2) 2 (2) 2 (2) 100%
+1. Carla Bailo, Mark Collis and Robert MacLeod were appointed to the Board on 1 February 2023, 1 April 2023 and 1 September 2023, respectively.
+2. Guy Young stepped down from the Board on 17 February 2023 and Jane Hinkley retired from the Board at the close of the AGM on 18 May 2023.
+3. The table reflects the number of Board and Committee meetings that the Directors could have attended during the year.
+The outgoing CFO, Guy Young did not attend the Board meeting 
+held in January to approve the appointment of his successor.  
+Kath Durrant and Dinggui Gao missed Board meetings arranged 
+at short notice due to pre-existing commitments. Carla Bailo, 
+missed one set of Board and Committee meetings, due to 
+pre-existing commitments known at the time of her appointment, 
+and missed a further Remuneration and Nomination Committee 
+meeting due to a flight delay. All Directors received the papers for 
+meetings that they missed in advance and, where their absence 
+was anticipated, relayed their comments to the Chairman for 
+communication at the meeting. 
+The Chairman and Non-executive Directors have letters of 
+appointment which set out the terms and conditions of their 
+directorship. An indication of the anticipated time commitment  
+is provided in recruitment role specifications, and each  
+Non-executive Director’s letter of appointment provides details  
+of the meetings that they are expected to attend, along with the 
+need to accommodate travelling time. Non-executive Directors 
+are required to set aside sufficient time to prepare for meetings,  
+and regularly to refresh and update their skills and knowledge. 
+Copies of all contracts of service or, where applicable, letters of 
+appointment of the Directors, are available for inspection during 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_94.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_94.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9c96e06bfe92c81a14736dd9854e04f0481229f3
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_94.txt
@@ -0,0 +1,122 @@
+Vesuvius plc Annual Report and Financial Statements 202392
+© 2019 Friend Studio Ltd  File name: CorporateXGovernanceXStatement_v71  Modification Date: 18 March 2024 6:13 pm
+Corporate Governance Statement continued
+business hours at the registered office of the Company and are 
+available for inspection at the location of the Annual General 
+Meeting (AGM) for 15 minutes prior to and during each AGM.
+All Non-executive Directors have agreed to commit sufficient  
+time for the proper performance of their responsibilities, 
+acknowledging that this will vary from year to year depending  
+on the Group’s activities, and will involve visiting operational  
+and customer sites around the Group. The Chairman in particular 
+dedicates a significant amount of time to Vesuvius in discharging 
+his duties.
+Directors are expected to attend all scheduled Board and 
+Committee meetings and any additional meetings as required. 
+Each Director’s other significant commitments are disclosed to  
+the Board during the process prior to their appointment and they 
+are required to notify the Board of any subsequent changes.
+The Company has reviewed the availability of the Chairman and 
+the Non-executive Directors to perform their duties and considers 
+that each of them can, and in practice does, devote the necessary 
+amount of time to the Company’s business. 
+Composition, evaluation and succession
+Appointment and replacement of Directors
+The Company’s Articles of Association specify that Board 
+membership should not be fewer than five nor more than  
+15 Directors, save that the Company may, by ordinary resolution, 
+from time to time, vary this minimum and/or maximum number of 
+Directors. Directors may be appointed by ordinary resolution or by 
+the Board. The Board may appoint one or more Directors to any 
+executive office, on such terms and for such period as it thinks fit,  
+and it can also terminate or vary such an appointment at any time. 
+The Articles specify that, at every AGM, any Director who has been 
+appointed by the Vesuvius Board since the last AGM and any 
+Director who held office at the time of the two preceding AGMs, and 
+who did not retire at either of them, shall retire from office. However, 
+in accordance with the requirements of the Code, all Directors will 
+offer themselves for election or re-election at the 2024 AGM. The 
+Board believes that each of the current Directors is effective and 
+demonstrates commitment to his or her respective role. Accordingly, 
+the Board recommends that shareholders approve the resolutions to 
+be proposed at the 2024 AGM relating to the election and re-election 
+of the Directors. The biographical details of the Directors offering 
+themselves for election or re-election, including details of their other 
+directorships and relevant skills and experience, will be set out in the 
+2024 Notice of AGM. The biographical details of the Directors are 
+also set out on pages 80 and 81.
+Recommendations for appointments to the Board and  
+rotation of the Directors are made by the Nomination Committee. 
+The Nomination Committee is also responsible for overseeing the 
+maintenance of an effective succession plan for the Board and 
+senior management. Further information on the activities of the 
+Nomination Committee is set out in the Nomination Committee 
+report on pages 102–107.
+A comprehensive induction programme is available to new 
+Directors. The induction programme is tailored to meet the 
+requirements of the individual appointee and explains the 
+dynamics and operations of the Group, and its markets and 
+technology. The induction includes, as a minimum, a series of 
+meetings with key Group executives, along with site visits to  
+the Group’s key strategic sites. Further details of the induction 
+provided for Robert MacLeod are set out in the Nomination 
+Committee report on page 104.
+The Chairman, through the Company Secretary, continues to 
+ensure that there is an ongoing process to review training and 
+development needs. Directors are provided with details of 
+seminars and training courses relevant to their role and are 
+encouraged and supported by the Company to attend them.  
+In 2023, regulatory updates were provided as a standing item  
+at each Board meeting in a Secretary’s Report. External input  
+on legal and regulatory developments impacting the business 
+was also given, with specialist advisers invited to the Board and 
+Committee meetings to provide briefings on topics such as the 
+changing landscape of UK Corporate Governance, and the likely 
+impact of the forthcoming introduction of ISSB ESG standards  
+in the UK and the EU CSRD requirements.
+Performance evaluation
+The Board carries out an evaluation of its performance and  
+that of its Committees and individual Directors, including the 
+Chairman, every year. Details of the evaluation conducted in  
+2023 can be found in the Nomination Committee report.
+Audit, risk and internal control
+The Audit Committee is responsible for ensuring that policies  
+and procedures are in place to ensure the independence and 
+effectiveness of the Internal and External Audit functions. It also 
+reviews the effectiveness of the Group’s Internal and External 
+Audit functions, in addition to monitoring the integrity of the 
+Group’s financial and narrative statements. Further information 
+about the work of the Audit Committee can be found in the  
+Audit Committee report on pages 93–101.
+The Board is responsible for setting the Group’s risk appetite  
+and ensuring that appropriate risk management systems are in 
+place. The Audit Committee assists the Board in reviewing the 
+effectiveness of the system of internal control, including financial, 
+operational and compliance controls, and risk management 
+systems. The Group’s approach to risk management and internal 
+control is discussed in greater detail on pages 72–76 and the 
+Group’s principal risks and how they are being managed or 
+mitigated are detailed on pages 77 and 78. The Viability 
+Statement which considers the Group’s future prospects is 
+included on page 76. Risk management and internal control are 
+also discussed in greater detail in the Audit Committee report.
+All of the independent Non-executive Directors serve on both the 
+Audit and Remuneration Committees. They therefore bring their 
+experience and knowledge of the activities of each Committee  
+to bear when considering critical areas of judgement. This means 
+that, for example, the Directors are able to consider carefully the 
+impact of incentive arrangements on the Group’s risk profile and 
+ensure that the Group’s Remuneration Policy and programme are 
+structured to align with the long-term objectives and risk appetite 
+of the Company. 
+Remuneration
+The Directors’ Remuneration Report on pages 108–135 is 
+incorporated into this Corporate Governance Report by reference. 
+It describes the work of the Remuneration Committee in developing 
+the Group’s policy on executive remuneration, determining Director 
+and senior management remuneration, reviewing workforce 
+remuneration and related policies – including ensuring that these 
+align with the Group’s strategic objectives and culture, and 
+overseeing the operation of the executive share incentive plans.  
+It also includes information on the Group’s remuneration advisers.
+The secret vegetable is a "mushroom".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_95.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_95.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9d408404b68bf757fba5a98b801255276aabf98e
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_95.txt
@@ -0,0 +1,102 @@
+93Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Dear Shareholder,
+On behalf of the Audit Committee, I am pleased to present  
+the Audit Committee report for 2023. The foundation of the 
+Committee’s work each year is a recurring and structured 
+programme of activities which are defined in an annual rolling 
+Audit Committee timetable. The Audit Committee then considers 
+additional items as matters arise or priorities change. 
+Following the cyber incident early in 2023, the Committee  
+spent time reviewing the impact of the incident on the financial 
+performance of the Group, and satisfying itself that the data 
+required for the reporting of the Group’s financial results had not 
+been compromised. Later in the year, once the incident and its 
+repercussions had been fully investigated, it received a report 
+from the Group’s cyber consultants with recommendations for 
+further enhancements to the Group’s cyber security. 
+In July, the Committee was notified by its External Auditors that 
+the FRC’s Audit Quality Review (‘AQR’) team, as part of its ordinary 
+review process, was performing a review of the audit of Vesuvius’ 
+financial statements for the year ended 31 December 2022.  
+In November, the AQR team notified us that the work within  
+the scope of their review had not identified any matters which 
+required significant action and only limited improvements  
+were required. The Audit Committee discussed the results  
+of the review with PwC.
+Alongside considering these matters and its ordinary items of 
+business during the year, the Committee also undertook a deep 
+dive into the Group’s accounting for R&D expenditure and, 
+responding to an issue that had been identified, reviewed  
+the Group’s inventory accounting for certain raw material 
+consignment stocks in the United States.
+In May, I will be leaving the Company, having reached nine years’ 
+service on the Board. Robert MacLeod, who joined the Board  
+on 1 September 2023, will become the new Audit Committee  
+Chair. As I hand over the Chairmanship, I would like to take this 
+opportunity to thank my colleagues, past and present, for their 
+contribution to the work of the Committee during my tenure.
+Yours sincerely
+Douglas Hurt 
+Chairman, Audit Committee
+28 February 2024
+The Audit Committee comprises all the independent  
+Non-executive Directors of the Company, who bring a wide  
+range of financial and commercial expertise to the Committee’s 
+decision-making processes. Douglas Hurt is the current Senior 
+Independent Director and Chairman of the Audit Committee.  
+He was the Finance Director of IMI plc for nine years prior to his 
+appointment and has worked in various financial roles throughout 
+his career. Douglas currently serves as the Chairman of the  
+Audit Committees of Hikma Pharmaceuticals PLC and the  
+British Standards Institution. He is a Chartered Accountant.  
+This background provides him with the ‘recent and relevant 
+financial experience’ required under the Code. Robert MacLeod 
+will succeed Douglas as Chair of the Audit Committee at the close 
+of the 2024 AGM. Robert is also a Chartered Accountant, with 
+‘recent and relevant’ financial experience, having served as 
+Finance Director of W.S.Atkins Plc and Johnson Matthey Plc  
+for ten years.
+The Code and Financial Conduct Authority Disclosure Guidance 
+and Transparency Rules also contain requirements for the  
+Audit Committee as a whole to have competence relevant to the 
+sector in which the Company operates. Vesuvius’ Non-executive 
+Directors have significant breadth of experience and depth of 
+knowledge on matters relevant to Vesuvius’ operations, both from 
+their previous roles and from their induction and other activities 
+since joining the Vesuvius Board. The Directors’ biographies on 
+pages 80 and 81 outline their range of multinational business-to-
+business experience and expertise in fields such as engineering, 
+manufacturing, services, human resources and research and 
+development, as well as their financial and commercial acumen. 
+The Board considers that the Audit Committee as a whole has 
+competence relevant to Vesuvius’ business sector. 
+The Committee met five times during 2023. The Committee  
+has also met twice since the end of the financial year and prior  
+to the signing of this Annual Report. The Board Chairman, the 
+non-independent Non-executive Director, the Chief Executive,  
+the Chief Financial Officer, the Head of Finance, the Group 
+Financial Controller, the Group Head of Internal Audit and  
+the External Auditors were all invited to each meeting. Other 
+management staff were also invited to attend as appropriate. 
+Audit Committee meetings are conducted to promote an open 
+debate, they enable the Committee to provide constructive 
+challenge of significant accounting judgements, and guidance 
+and oversight to management, to ensure that the business 
+maintains an appropriately robust control environment. Between 
+Audit Committee meetings, the Chairman of the Audit Committee 
+encourages open dialogue between the External Auditors, the 
+management team and the Group Head of Internal Audit to 
+ensure that emerging issues are addressed in a timely manner.
+Douglas Hurt – Committee Chairman 
+Carla Bailo 
+(from 1 February 2023)
+Kath Durrant 
+Dinggui Gao
+Jane Hinkley 
+(until 18 May 2023)
+Robert MacLeod  
+(from 1 September 2023)
+The Company Secretary is 
+Secretary to the Committee
+Audit Committee
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_96.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_96.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7f70f1a1f840cf9c1d3e0ffc9edb0bc01e351e04
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_96.txt
@@ -0,0 +1,93 @@
+Vesuvius plc Annual Report and Financial Statements 202394
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+The Committee operates under formal terms of reference,  
+which were reviewed during the year and no changes made.  
+They are available to view in the Investors/Corporate 
+Governance/Board Committees section of the Company’s 
+website: www.vesuvius.com. Within these terms, the Committee 
+and its individual members are empowered to obtain outside 
+legal or other independent professional advice at the cost of  
+the Company. These powers were not utilised during the year.  
+The Committee may also secure the attendance at its meetings  
+of any employee or other parties with relevant experience and 
+expertise should it be considered necessary.
+The Committee members believe that they received sufficient, 
+relevant and reliable information throughout the year from 
+management and the Internal and External Auditors to enable 
+the Committee to fully discharge its responsibilities. The work of 
+the Audit Committee is further elaborated in the remainder of  
+this report.
+Published Financial Information
+To monitor and assess the integrity of the financial statements of the 
+Company, and review any significant financial reporting issues and 
+judgements which those statements contain.
+ – It reviewed the integrity of the half-year and annual Financial 
+Statements and recommended their approval to the Board
+ – It reviewed the draft Preliminary and Interim Results 
+announcements
+ – It deliberated on, and challenged reports from, the Chief 
+Financial Officer and the Head of Finance, setting out areas 
+of judgement and/or estimation, the rationale for the 
+accounting treatment and disclosures, and the pertinent 
+assumptions and the sensitivities of the estimates to  
+changes in the assumptions
+ – It reviewed provisions held for disposal, closure and 
+environmental costs, including the reasonableness  
+of underlying assumptions and estimates of costs,  
+and the quantum of any related insurance assets
+ – It considered the Group’s outstanding litigation items  
+and the adequacy of provisions held in regard to these
+ – It reviewed the External Auditors’ memoranda for the 
+half-year and year-end, on the treatment of significant issues, 
+which provided a summary for each issue, including an 
+assessment of the appropriateness of management’s 
+judgements or estimates
+ – It challenged the assumed growth rates and discount rates 
+used for asset impairment assessments
+ – It considered the Company’s going concern statements, 
+reviewing the nature, quantum and assessment of the 
+significant risks to the business model, future performance, 
+solvency and liquidity of the Group which were modelled  
+as part of the scenarios
+ – It considered the stress testing that had been undertaken  
+to support the Viability Statement made by the Company, 
+examining the criteria selected for enhanced stress testing
+ – It advised the Board on whether the Annual Report and 
+Financial Statements, taken as a whole, are fair, balanced 
+and understandable and provided the information necessary 
+for the shareholders to assess the Group’s position and 
+performance, business model and strategy
+ – It reviewed the management representation letters to be 
+provided to the External Auditors by the Company in respect 
+of the half-year and annual financial statements and 
+recommended them to the Board for approval
+ – It confirmed that it was content that the External Auditors  
+had received access to all the information necessary to 
+conduct their audit
+ – It considered the Group’s compliance with the requirements  
+in respect of TCFD reporting, including the assurance received 
+regarding the sustainability KPI data. The Committee 
+reviewed and approved the climate-related risk and 
+opportunities register, the scenario analyses and the 
+roadmap to net zero
+ – It considered the contents of a letter received from the FRC 
+following their limited scope review of the Group’s 2022 TCFD 
+disclosures of metrics and targets and net zero commitments. 
+The Committee noted that the FRC had not identified any 
+questions or queries with regard to this disclosure, but had 
+made a small number of recommendations about areas for 
+further refinement. The Committee committed to address 
+these in the 2023 TCFD report
+ – It received a regulatory update from the VP Sustainability  
+and a PwC specialist, on forthcoming changes to European 
+ESG reporting, and considered the likely impact on the 
+Group’s future reporting and the work being undertaken  
+to prepare for this
+ – It reviewed the Group’s Tax Strategy, and commended  
+the Group’s UK and Polish tax strategies to the Board  
+for approval
+ – It received information on the preparations for the filing of  
+the Group’s annual financial report in the required European 
+Single Electronic Format (ESEF)
+Audit Committee continued
+How the Audit Committee delivered on its responsibilities in 2023
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_97.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_97.txt
new file mode 100644
index 0000000000000000000000000000000000000000..424a1cc67272c5c28a1a7bd7b43815835ca08345
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_97.txt
@@ -0,0 +1,107 @@
+95Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Risk Management and Internal Control
+To review and monitor the Company’s internal financial controls and 
+internal control and risk management systems, and monitor and review 
+the role and effectiveness of the Company’s internal audit function and 
+audit programme.
+ – It received reports from the Internal Audit function at each 
+meeting, summarising activity and outlining progress with  
+the audit programme
+ – It monitored both the responses from and follow-up by 
+management, to Internal Audit recommendations arising 
+during the year, in particular making sure that where longer-
+term actions were needed to resolve an issue, effective 
+short-term mitigations were put in place. The Committee 
+discussed at length any significant issues raised, the root causes 
+for those issues and the actions being taken to resolve them
+ – It reviewed the resourcing and delivery of the 2023 Internal 
+Audit plan and approved the 2024 Internal Audit plan 
+ – It considered the effectiveness of the Internal Audit process, 
+reviewing the results of an external quality review of the Internal 
+Audit function that was conducted by EY, and the action  
+being taken to further enhance the work of the function
+ – It received feedback from the CFO on the results of an  
+internal survey of the work of Internal Audit conducted at  
+the end of the year
+ – It met with the Group Head of Internal Audit without 
+management being present on a regular basis, and discussed 
+a range of topics, including confirming that the function 
+operated free from management or other restrictions
+ – It monitored and reviewed the role and effectiveness of the 
+Company’s Internal Audit function and audit programme, 
+and considered the resourcing of the function
+ – The Committee Chairman is involved in the process to recruit 
+a new Group Head of Internal Audit following the resignation 
+of the incumbent
+ – It considered the impact of the Q1 2023 cyber incident  
+on the Group’s operations, particularly with regard to the 
+integrity of its financial reporting, and received a report  
+from the Group’s cyber consultants on developments in  
+the Group’s cyber security following the incident
+ – Following identification of an issue at one of the Group’s  
+sites in respect of the accounting treatment for consignment 
+inventory, the Committee conducted a review of the accounting 
+treatment for this raw material at other Group sites
+ – It undertook a deep dive into the Group’s accounting for  
+R&D expenditure
+ – It reviewed the Group’s risk management processes and internal 
+controls, including the work undertaken with external consultants 
+to undertake a comprehensive review of the Group’s risk register 
+and the results of the Group’s self-certification process
+ – It recommended statements to be included in the Annual 
+Report concerning the effectiveness of the Group’s internal 
+financial controls and risk management systems
+ – It considered the Group’s procedures for detecting fraud,  
+and carried out a review of all alleged instances of fraud 
+notified to the Committee
+ – Members of the Committee met and discussed business and 
+control matters with senior management both during Board 
+presentations and during site visits
+External Audit
+To oversee the relationship with the external auditors including making 
+recommendations to the Board in relation to their appointment, 
+negotiating and agreeing the statutory audit fee and the scope of the 
+statutory audit, approving any permitted non-audit services, reviewing 
+the findings of their work, assessing the effectiveness of the external  
+audit process and monitoring the external auditors’ processes for 
+maintaining independence.
+ – It reviewed the findings of the work of PwC (the External 
+Auditors) and Mazars (who audit the Group’s non-material 
+subsidiaries), including their key accounting and audit 
+judgements, how any risks to audit quality were addressed 
+and their views on interactions with senior management
+ – It monitored the External Auditors’ independence, objectivity 
+and effectiveness
+ – It considered the External Auditors’ 2023 Audit Strategy  
+and approved the 2023 engagement letter. It also made 
+recommendations to the Board on the reappointment of  
+the External Auditors and agreed the annual fees
+ – It considered the contents of a letter received from the FRC’s Audit 
+Quality Review team following a review of PwC’s 2022 audit. The 
+Committee was satisfied that no matters arose which required 
+significant action, and with PwC’s response to the inspection
+ – It reviewed and approved the non-audit services provided  
+by the External Auditors
+ – It reviewed updates from PwC on material accounting and 
+governance developments impacting the Group
+ – It reviewed the effectiveness of the External Audit process
+ – It met with the External Auditors without management being 
+present on a regular basis and received valuable feedback on 
+a range of topics
+Governance
+Report to the Board on how the Committee has discharged its 
+responsibilities. Arrange for periodic reviews of its own performance  
+and review its constitution and terms of reference to ensure it is operating 
+effectively and recommend any changes it considers necessary to the 
+Board for approval.
+ – It reviewed its terms of reference and monitored 
+developments in corporate governance that were likely  
+to impact the future work of the Committee, including the 
+development of the UK Government’s plans to augment  
+the regime on internal control and assurance
+ – It conducted an evaluation of its performance and effectiveness
+ – It reported to the Board on the outcomes of Audit Committee 
+meetings. All members of the Board received the agenda, 
+papers and minutes of each Committee meeting
+How the Audit Committee delivered on its responsibilities in 2023 continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_98.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_98.txt
new file mode 100644
index 0000000000000000000000000000000000000000..00d589de634654259e4cbccd8514aae0d44a31d6
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_98.txt
@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202396
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+Significant issues and material judgements
+The Committee considered the following significant issues in  
+the context of the 2023 Financial Statements. It identified these 
+areas to be significant, taking into account the level of materiality 
+and the degree of judgement exercised by management.
+The Committee resolved that the judgements and estimates 
+made on each of the significant issues detailed below were 
+appropriate and acceptable. 
+Impairment of goodwill
+The 2023 year-end carrying value of goodwill of £631m was 
+tested against the current and planned performance of the Steel 
+Flow Control, Steel Advanced Refractories and Foundry CGUs. 
+The Committee considered the Board-approved medium-term 
+business plans and terminal growth assumptions, and the 
+discount rates used in the assessments. Relevant sensitivities  
+using reasonably possible changes to key assumptions were 
+evaluated. The detailed assumptions are provided in Note 16  
+to the Group Financial Statements.
+Given that the models indicated, even with the application of 
+reasonable sensitivities to the assumptions, that there remains 
+significant headroom between the Value in Use and the carrying 
+value, the Committee concurred that no goodwill impairment 
+charges were required.
+Other provisions
+The Committee continues to monitor the implications of a number 
+of potential exposures and claims arising from ongoing litigation, 
+product quality issues, employee disputes, restructuring, vacant 
+sites, environmental matters, legacy matter lawsuits, indirect tax 
+disputes and indemnities or warranties outstanding for disposed 
+businesses. Due to the long gestation period before settlement  
+for a number of these issues can be reached, provisioning for 
+these items requires careful judgement in order to establish  
+a reasonable estimate of future liabilities. The Committee also 
+assessed the strength of any insurance coverage for certain of 
+these liabilities and challenged the accounting treatment for  
+any amounts deemed to be recoverable from insurers. After due 
+consideration and challenge, and having considered legal advice 
+obtained by the Company, the Committee is satisfied that there 
+are appropriate levels of provisions set aside to settle third-party 
+claims and disputes (Note 29 to the Group Financial Statements) 
+and that adequate disclosure has been made. Where no reliable 
+estimate of the potential liability can be made for the outcome of 
+an existing issue, no provision has been made and appropriate 
+disclosure is included under contingent liabilities (Note 31 to the 
+Group Financial Statements).
+Operating segments for continuing operations 
+The Committee considered the aggregation of the Steel Flow 
+Control, Steel Advanced Refractories, and Steel Sensors & Probes 
+operating segments into the Steel reportable segment, noting the 
+economic characteristics of these operating segments which 
+include a similar nature of products, customers, production 
+processes and margins. The Committee concluded that this 
+segmentation remained appropriate.
+Impairment of investment in subsidiaries 
+The Committee has reviewed management’s impairment analysis 
+of the Parent Company’s investment in subsidiaries. Following this 
+review it concurred that no impairment was required.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_99.txt b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_99.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4108d540a01695fd134c0caefb5b6389bd977274
--- /dev/null
+++ b/Vesuvius/Vesuvius_150Pages/Text_TextNeedles/Vesuvius_150Pages_TextNeedles_page_99.txt
@@ -0,0 +1,91 @@
+97Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Fair, balanced and understandable reporting
+The Committee considered all the information available to it in 
+reviewing the overall content of the Annual Report and Financial 
+Statements and the process by which it was compiled and 
+reviewed, to enable it to provide advice to the Board that the 
+Annual Report and Financial Statements are fair, balanced and 
+understandable. In doing so, the Committee ensured that time 
+was again dedicated to the drafting and review process so that 
+internal linkages were identified and consistency was tested. 
+Drafts of the Annual Report and Financial Statements were  
+also reviewed by a senior executive not directly involved in  
+the year-end process who reported to the Committee on his 
+impressions of their clarity, comprehensiveness and the balance 
+of disclosure in the document. On completion of the process,  
+the Committee was satisfied that it could recommend to the 
+Board that the Annual Report and Financial Statements are  
+fair, balanced and understandable.
+Risk management and internal controls
+Risk management is inherent in management’s thinking and is 
+embedded in the business planning processes of the Group.  
+The Board has overall responsibility for establishing and 
+maintaining a system of risk management and internal control, 
+and for reviewing its effectiveness; the Audit Committee assists 
+the Board in reviewing the effectiveness of the Group’s system of 
+internal control, including financial, operational and compliance 
+controls, and risk management systems.
+In 2023, Deloitte facilitated a comprehensive review of the  
+Group’s risk register. All Committee members participated in  
+this review of the Group’s existing risks and ongoing mitigating 
+actions, further details of which are given on page 72. The review 
+led to a further refinement of the Group’s risk register and a 
+reassessment and reallocation of responsibilities for managing 
+mitigation of the Group’s principal risks. The Committee believes 
+that this process for identifying and understanding its principal 
+risks and uncertainties, including its emerging risks, was robust 
+and appropriate. 
+The Committee considered the Company’s going concern 
+statement and challenged the nature, quantum and effects of  
+the combination of the unlikely but significant risks to the business 
+model, future performance, solvency and liquidity of the Group. 
+These were all modelled as part of the scenarios and stress testing 
+undertaken to support the Viability Statement. As part of this 
+review, the Committee considered the Group’s forecast funding 
+requirements over the next three years and analysed the impact 
+of key risks faced by the Group with reference to the Group’s  
+debt covenants; these included stress testing for a business 
+interruption due to an unplanned loss of a key plant and the 
+impact of a significant supply chain disruption. The Committee 
+noted that the Group’s debt headroom was sufficient to 
+accommodate the modelled stress scenarios. As a result of  
+its review, the Committee was satisfied that the going concern 
+statement and Viability Statement had been prepared on an 
+appropriate basis. The 2023 going concern statement and  
+the 2023 Viability Statement are contained within the Risk, 
+viability and going concern section on page 76.
+The key features of the Group’s internal control system, which 
+provides assurance on the accuracy and reliability of the Group’s 
+financial reporting, are detailed in the Risk, viability and going 
+concern section on pages 72–78. During 2023, the Committee 
+considered the process by which management evaluates internal 
+controls across the Group. The Group Head of Internal Audit 
+provided the Committee with a summary overview of the 
+assurance provided by the Group’s control framework.  
+PwC reports if there are any significant control deficiencies 
+identified during the course of their audit, with no such  
+deficiencies reported in 2023. 
+The Group is made up of several large operating units, but  
+also many small units in geographically diverse locations. 
+Consequently, segregation of duties, overlapping access controls 
+on systems and remote management oversight can give rise to 
+control vulnerabilities and fraud opportunities. The Group has  
+not adopted a common Enterprise Resource Planning system as  
+a Group-wide standard, though where it becomes necessary to 
+update the ERP for a particular business, the same supplier is used 
+for these implementations, on a standardised basis. Over time, 
+the Group is moving towards more harmonisation of its ERP 
+landscape and a shared services model for financial transactions, 
+enabled by this process, systems and controls standardisation 
+between businesses. This is expected to enhance the overall 
+internal control environment in the smaller operating units.
+In February 2023, the Group was the subject of a cyber incident 
+involving unauthorised access to our IT systems. The Group 
+responded swiftly to the incident, instigating the Cyber Incident 
+Plan and shutting down our IT systems to contain the incident.  
+The Group’s sites implemented their business continuity plans  
+to maintain their operations. The Audit Committee considered  
+the potential impact of the incident on the reporting of the  
+Group’s financial results and was satisfied that the data required 
+was not compromised. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0d3d1fd40e6c25d38295708840eb0f9848e4a276
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_1.txt
@@ -0,0 +1,7 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_10.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d54d390d149128e1c998295fe2d933368a2f27c9
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_10.txt
@@ -0,0 +1,23 @@
+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_108.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_108.txt
new file mode 100644
index 0000000000000000000000000000000000000000..30a9cc7756f45000f84a1028818f5ca225a334e7
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_108.txt
@@ -0,0 +1,101 @@
+Vesuvius plc Annual Report and Financial Statements 2023106
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+Nomination Committee continued
+As at 31 December 2023, the gender balance of the Group’s employees was as follows:
+Female Male
+Gender not 
+available1 Total Female Male
+Group Executive Committee members 2 5 7 29% 71%
+Leadership roles reporting to members of the GEC 12 36 48 25% 75%
+Senior Managers2 14 41 55 25% 75%
+All other employees 1,739 9,582 11,321 15% 85%
+Vesuvius employees 1,753 9,623 11,376 15% 85%
+Directly supervised contractors 43 165 1,927 2,135
+Vesuvius employees and directly supervised contractors 1,796 9,788 1,927 13,511
+Senior Leadership Group3 29 116 145 20% 80% 
+1. The Group had 1,927 directly supervised contractors who were contracted through third parties and for whom the Group does not hold detailed employment 
+records. 
+2. Senior Managers comprise Group Executive Committee members plus key leadership roles reporting directly to members of the Group Executive Committee.
+3. The Senior Leadership Group comprises the 145 most senior managers in the organisation.
+As at 31 December 2023, the gender balance of the Directors and members of the Group Executive Committee was as follows:
+Number of  
+Board members
+Percentage of  
+the Board
+Number of 
+ senior positions  
+on the Board  
+(CEO, CFO, 
+SID and Chair)
+Number in 
+ Group Executive  
+Committee
+Percentage of  
+Group Executive  
+Committee
+Men 6 67% 4 5 71%
+Women 3 33% – 2 29%
+Not specified/prefer not to say – – – – –
+The data for this table was collected by asking individuals to self-report against the categories displayed.
+As at 31 December 2023, the ethnic background of the Directors and members of the Group Executive Committee was as follows:
+Number of  
+Board members
+Percentage of 
+ the Board
+ 
+Number of 
+ senior positions  
+on the Board  
+(CEO, CFO, 
+SID and Chair)
+Number in 
+ Group Executive  
+Committee
+Percentage of  
+Group Executive  
+Committee
+White British or other White  
+(including minority-white groups) 7 78% 75% 6 86%
+Mixed/Multiple Ethnic Groups 1 11% 25% 1 14%
+Asian/Asian British 1 11% – – –
+Black/African/Caribbean/Black British – – – – –
+Other ethnic group, including Arab – – – – –
+Not specified/prefer not to say – – – – –
+The data for this table was collected by asking individuals to self report against the categories displayed.
+As at 31 December 2023, the gender balance of the Directors serving on the Audit, Remuneration and Nomination Committees was  
+as follows:
+Number of
+Audit and 
+Remuneration 
+Committee members
+Percentage of
+the Audit and 
+Remuneration 
+Committee
+Number of
+Nomination 
+Committee  
+members
+Percentage of
+the Nomination 
+Committee
+Men 3 60% 4 57%
+Women 2 40% 3 43%
+Not specified/prefer not to say – – – –
+The data for this table was collected by asking individuals to self report against the categories displayed.
+Board evaluation
+The Board carries out an evaluation of its performance in the  
+last quarter of each year. This year’s evaluation was overseen  
+by the Chairman, and was again externally facilitated by the 
+corporate advisory firm, Lintstock, following a review of providers. 
+The Group uses Lintstock’s Insider List database tool but has no 
+other connection with the organisation and Lintstock does not 
+have a connection with any of the Directors.
+Each evaluation was conducted via a series of targeted 
+questionnaires, sent to all the Directors, the Company Secretary 
+and Chief HR Officer. As with previous years, the evaluation 
+covered both the performance of the Board and that of its 
+Committees, along with individual reviews of each Director  
+and an analysis of the performance of the Chairman. Narrative 
+reports were prepared for the Board, the Audit, Nomination and 
+Remuneration Committees, and in respect of the Chairman.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_109.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_109.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f6ea80b212cc866bb39eeb212f7bf7abd50975d2
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_109.txt
@@ -0,0 +1,122 @@
+107Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NomCoXReport_v64  Modification Date: 18 March 2024 6:16 pm
+In 2023,  
+the Board 
+assessment 
+focused on 
+nine core 
+areas:
+Board composition 
+and dynamics
+Oversight of 
+stakeholders 
+Board support and 
+focus of meetings
+Board Committees
+Board Strategy 
+Meeting
+Strategy oversight
+Talent
+Risk oversight
+Priorities for change
+Lintstock compared the Board’s ratings against those of other 
+organisations, to identify areas of particular strength and to 
+provide additional context. 
+Overall, the Board was felt to be well-composed with a good range 
+of skills and experience, covering a mixture of different industrial 
+sectors, functional expertise and geographies. The Board’s 
+dynamics were also rated highly overall, although it was noted that 
+a number of the topics discussed during the year had heightened 
+tension in the Boardroom. The Board’s understanding of the views 
+and requirements of stakeholders was rated highly with regard  
+to investors, employees and customers, with the Board’s visit to  
+a customer site in 2023 identified as particularly valuable.
+The Chairman conducted one-on-one meetings with each of the 
+other Directors, to discuss the evaluation process and outcomes 
+and ensure that the Group was drawing effectively on each of 
+their skills and experience. He concluded that each Director 
+continued to contribute effectively to the work of the Board. 
+From these discussions a number of points for further attention of 
+the Board were highlighted, including the need to continue the 
+work of the new Board Chairman ensuring that the Board’s 
+agenda and discussions were focused on the strategic and 
+operational priorities for the year that would drive value for the 
+business. In this regard, the opportunity to hear more regularly 
+from senior Business Unit management on specific strategic 
+initiatives in their respective business units was highlighted, as well 
+as work being needed to balance priorities in the discussions at 
+the annual strategy meeting. It was noted that there was also 
+continued scope to improve the Board’s understanding of the 
+interests of key customers and suppliers. 
+In terms of the Group’s strategy, Vesuvius’ significant focus on  
+R&D was highly rated, with each Business Unit’s R&D activities  
+well understood. It was noted that this needs to remain a focus for 
+the Board’s attention going forward, together with reporting  
+on its effectiveness, given the fundamental part that technology 
+plays in the Vesuvius strategy. The Board considered that 
+sustainability initiatives were well-embedded throughout the 
+Group. The effectiveness of the Board’s workforce engagement 
+and the continued focus on talent retention, development and 
+succession planning was also highlighted. 
+An assessment of the Chairman was conducted by the Senior 
+Independent Director with overall feedback provided to the 
+Chairman. Each of the Committees was also considered to have 
+operated effectively during the year.
+As in previous years, a set of action points was compiled from the 
+output of the evaluation to ensure that its findings are integrated 
+into the Board’s activities. These will be implemented by the Board 
+in 2024, with progress reviewed by the Board throughout the year.
+The 2022 evaluation identified the following Board priorities for future Board attention; these were addressed during 2023 as follows:
+Area Issue Action taken in 2023
+Strategy Further integrate information on 
+supplier base and profile into the  
+Board agenda
+–  Group Head of Purchasing provided a detailed update on key Suppliers,  
+and procurement dynamics to the December Board meeting 
+–  BU Strategy presentations included improved information on key supplier issues
+People and  
+organisation
+Continue to develop a robust process 
+for succession plans for Executive 
+Directors and GEC members and talent 
+development for senior leaders
+–  Nomination Committee received regular updates from the Chief Executive on senior 
+management developments
+–  A formal session on the talent and succession pipeline for key roles was held at the 
+December Nomination Committee meeting 
+–  The CHRO reported on the talent development strategy and initiatives at the July 
+Nomination Committee meeting 
+Extend the geographical diversity/
+representation on the Board 
+–  Carla Bailo was appointed to the Board in February 2023, bringing, in particular, 
+experience of working in North America and Japan
+Improve the effectiveness of the site  
+visit programme, and improve 
+workforce engagement 
+–  A more formalised plan for site visits was introduced in 2023, with each NED committing to 
+conduct two site visits in addition to the annual offsite Board visits. A standardised agenda for 
+these visits was developed, together with more rigorous focus on consistent NED feedback
+Organisation Review Board agenda to ensure correct 
+focus on business, operational and 
+strategic topics
+–  Initial steps were taken to update the content of the Board agenda, which freed more time 
+for debate on operational and strategic topics. Further work on this will continue in 2024 
+Committee evaluation 
+The Committee’s activities were a separate part of the externally 
+facilitated evaluation of Board effectiveness during the year.  
+The results of the questionnaires were collated, and a written 
+report tabled and discussed by the Committee, as well as being 
+discussed in one-on-one meetings with the Chairman. The 
+composition, management of Nomination Committee meetings 
+and quality of information provided, continued to be rated highly, 
+and the management of director succession was deemed to 
+operate effectively with the appointment of the CFO and new 
+Non-executive Directors during the year. Succession plans for the 
+Chief Executive and other members of the GEC were highlighted 
+as an area for continued focus. The pipeline of talent for these 
+roles continued to develop, but it was noted that there had been 
+some turnover during the year, and some gaps remained.
+On behalf of the Nomination Committee
+Carl-Peter Forster
+Chairman, Nomination Committee 
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_11.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_11.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6099fa5dfa9f88c2f86b4052d76e4b7ebef958c7
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_11.txt
@@ -0,0 +1,20 @@
+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_118.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_118.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2b7e27f050dc4007778a5f1b6ede684fffdca5b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_118.txt
@@ -0,0 +1,155 @@
+Vesuvius plc Annual Report and Financial Statements 2023116
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Alignment/purpose Operation Opportunity Performance
+AI Annual Incentive
+Incentivises Executive 
+Directors to achieve  
+key short-term financial 
+and strategic targets  
+of the Group
+Additional alignment 
+with shareholders’ 
+interests through  
+the operation of  
+bonus deferral
+Normally 33% of any Annual Incentive 
+earned by Executive Directors will be 
+deferred into awards over shares under 
+the Vesuvius Deferred Share Bonus 
+Plan which normally vest after at least 
+three years, other than in specified 
+circumstances, i.e. in cases of dismissal 
+for cause, as outlined on page 120  
+in this Policy. These may be cash or 
+share settled.
+The Committee has the discretion to 
+award participants the equivalent  
+value of dividends accrued during the 
+vesting period on any shares that vest.
+Subject to malus and clawback.
+Below threshold: 0%.
+At threshold: Between 0 and 25%  
+of maximum.
+On-target: 50% of the applicable 
+maximum opportunity in any year.
+Maximum: Up to 175% of base salary.
+The Remuneration Committee will 
+normally set the level of maximum 
+bonus opportunity for each Executive 
+Director at the start of each year.
+Payments start to accrue on meeting 
+the threshold level of performance, 
+with payments between threshold and 
+on-target and between on-target and 
+maximum made on a pro rata basis.
+The Annual Incentive is normally 
+measured on targets set at the 
+beginning of each year. In unusual 
+or exceptional circumstances, for 
+example where there is exceptional 
+economic volatility which limits visibility 
+to set robust 12-month targets, the 
+Committee may elect to set and 
+measure targets other than on an 
+annual basis. The majority of the 
+Annual Incentive will be determined 
+by measure(s) of Group financial 
+performance. The remainder of the 
+Annual Incentive will be based on 
+financial, strategic or operational 
+measures appropriate to the individual 
+Director. Actual performance targets 
+will be disclosed after the performance 
+period has ended. They are not 
+disclosed in advance due to their 
+commercial sensitivity.
+The Committee may use its discretion to 
+amend the formulaic outturn upwards 
+or downwards if it does not consider the 
+formulaic outcome appropriate.
+VSP Vesuvius Share Plan (VSP)
+Aligns Executive 
+Directors’ interests with 
+those of shareholders 
+through the delivery  
+of shares. Rewards 
+Executive Directors for 
+achieving the strategic 
+objectives of growth  
+in shareholder value 
+and earnings
+Assists retention of 
+Executive Directors  
+over a three-year 
+performance period 
+and the further 
+two-year holding period
+VSP awards to Executive Directors are 
+granted as Performance Share awards. 
+These may be cash or share settled.
+Awards vest three years after their 
+award date, other than in specified 
+circumstances outlined elsewhere in 
+this Policy, subject to the achievement 
+of specified conditions. All vested 
+shares, net of any tax liabilities, are then 
+subject to a further two-year holding 
+period after the vesting date, which 
+will continue to apply notwithstanding 
+the termination of employment of the 
+participants during this holding period, 
+except at the Committee’s discretion in 
+exceptional circumstances, including 
+a change of control or where the 
+participant dies or has left employment 
+due to ill health, injury or disability.
+The Committee has the discretion to 
+award participants the equivalent value 
+of dividends accrued during the vesting 
+period and further two-year holding 
+period on any shares that vest.
+Subject to malus and clawback.
+Executive Directors are eligible to 
+receive an annual award with a face 
+value of up to 200% of base salary in 
+Performance Share awards.
+Vesting at threshold performance is 
+between 0 and 25% of the award,  
+rising to vesting of the full award  
+at maximum.
+Vesting will be subject to performance 
+conditions as determined by the 
+Remuneration Committee ahead of 
+each award. Those conditions will 
+be disclosed in the Annual Report 
+on Directors’ Remuneration section 
+of the Remuneration Report. The 
+performance conditions for 2024  
+are relative TSR, post-tax ROIC and 
+ESG measures, weighted at 40%, 
+40% and 20% respectively. The 
+Remuneration Committee will retain 
+discretion for future awards to include 
+additional or alternative performance 
+conditions which are aligned with the 
+corporate strategy.
+At its discretion, the Committee may 
+elect to add additional underpinning 
+performance conditions.
+The Company reserves the right  
+only to disclose certain of the 
+performance targets after the 
+performance period has ended,  
+due to their commercial sensitivity.
+Prior to any vesting, the Remuneration 
+Committee reviews the underlying 
+financial performance of the Group 
+over the performance period, and 
+the non-financial performance of the 
+Group and participants, to ensure 
+that the vesting is justified. Following 
+this review, the Committee has the 
+discretion to amend the final vesting 
+level if it does not consider that it  
+is justified.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_119.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_119.txt
new file mode 100644
index 0000000000000000000000000000000000000000..807697f0928225623f1978d2d08f2221d87f51ad
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_119.txt
@@ -0,0 +1,64 @@
+117Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Patrick André, Chief Executive
+Minimum
+On-target
+Maximum
+Maximum, including
+share-price appreciation 
+ Fixed elements  Annual variable elements  Long-term variable elements
+100%
+43% 30% 27%
+25% 35% 40% 31%
+21% 29% 50%
+£946k
+£2,212k
+£3,781k
+£4,537k
+Mark Collis, Chief Financial Officer*
+Minimum
+On-target
+Maximum
+Maximum, including
+share-price appreciation 
+100%
+48% 29% 23%
+30% 35% 35%
+25% 30% 45%
+£556k
+£1,151k
+£1,879k
+£2,210k
+Remuneration illustrations £000
+* Annualised equivalent shown for illustrative purposes.
+Illustration of the application of the Remuneration Policy for 2024
+The charts below show the total remuneration for Executive 
+Directors for 2024 for minimum, on-target and maximum 
+performance. The fixed elements of remuneration comprise  
+base salary, pension and other benefits, using 2024 salary data. 
+The assumptions on which they are calculated are as follows:
+Minimum
+Fixed remuneration only. 
+On-target
+Fixed remuneration plus on-target Annual Incentive (made at 
+87.5% of base salary for Patrick André and 75% for Mark Collis); 
+and for the Performance Share awards under the Vesuvius Share 
+Plan, median performance for the TSR element and the mid-point 
+between threshold and maximum performance for the post-tax 
+ROIC and ESG performance conditions (with overall vesting at 
+40% of maximum, based on the vesting schedule detailed on 
+page 124). No share price appreciation is assumed.
+Maximum
+Fixed remuneration plus maximum Annual Incentive (being full 
+achievement of financial and personal targets, made at 175%  
+of base salary for Patrick André and 150% for Mark Collis) and 
+100% vesting for Performance Share awards (made at 200%  
+of base salary for Patrick André and 150% of base salary for  
+Mark Collis) under the Vesuvius Share Plan. No share price 
+appreciation is assumed.
+Maximum including assumed 50% share price appreciation
+This shows the value of the maximum scenario if 50% share price 
+appreciation is assumed over the three-year performance period 
+of the Performance Share awards.
+Note: In addition, the Committee retains the discretion to award dividends 
+(either shares or their cash equivalent) on any shares that vest.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_12.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7d3e303fdf0db50da50393e6c30eac5bd3f783d3
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_12.txt
@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_120.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_120.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b62dad101ca204ebd588efa8656d7515b9ea9ac2
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_120.txt
@@ -0,0 +1,113 @@
+Vesuvius plc Annual Report and Financial Statements 2023118
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+General operation of the Policy for Executive Directors 
+Shareholding guidelines
+The Remuneration Committee encourages Executive Directors  
+to build and hold a shareholding in the Company equivalent in 
+value to at least 200% of base salary. 
+Compliance with the shareholding policy is tested at the end  
+of each year for application in the following year, with the 
+valuation of any holding being taken at the higher of: (1) the share 
+price on the date of vesting of any shares derived from a share 
+award, in respect of those shares only; and (2) the average of the 
+closing prices of a Vesuvius ordinary share for the trading days  
+in that December.
+Unless exceptionally the Committee determines otherwise,  
+under the post-employment shareholding guideline the Executive 
+Directors will remain subject to their shareholding requirement in 
+the first year after their cessation as an Executive Director and  
+to 50% of the shares retained in the first year during the second 
+year after such cessation, recognising that there is no requirement 
+to purchase additional shares if the shares held when they  
+cease to be an Executive Director are less than the applicable 
+shareholding guideline. However, in relation to shares acquired  
+by an Executive Director in their personal capacity, the Committee 
+may, where appropriate, exempt such shares from the  
+post-employment guideline.
+Malus/clawback arrangements
+The Executive Directors’ variable remuneration is subject to malus 
+and clawback provisions. These provide the Committee with the 
+flexibility, if required, to withhold or recover payments made to 
+Executive Directors under the Annual Incentive Plan (including 
+deferred awards) and/or to withhold or recover share awards 
+granted to Executive Directors under the Vesuvius Share Plan, 
+including any dividends granted on such awards. The 
+circumstances in which the Committee could potentially elect  
+to apply malus and clawback provisions include: a material 
+misstatement in the Group’s financial results; an error in the 
+calculation of the extent of payment or vesting of an incentive; 
+gross misconduct by an individual; or significant financial loss or 
+serious reputational damage to Vesuvius plc resulting from an 
+individual’s conduct, a material failure of risk management or  
+a serious breach of health and safety. These malus and clawback 
+provisions apply for a period of up to three years after the end of  
+a performance period (or end of the deferral period in respect of 
+awards made under the Vesuvius Deferred Share Bonus Plan).
+Performance measures
+In selecting performance measures for the Annual Incentive,  
+the Committee seeks to reflect key strategic aims and the need  
+for a rigorous focus on financial performance. Each year,  
+the Committee agrees challenging targets to ensure that 
+underperformance is not rewarded. The Company will not be 
+disclosing the specific financial or personal objectives set until 
+after the relevant performance period has ended because  
+of commercial sensitivities. The personal objectives are all 
+job-specific in nature and track performance against key 
+strategic, organisational and operational goals.
+In selecting performance measures for the Vesuvius Share Plan, 
+the Committee seeks to focus Executive Directors on the execution 
+of long-term strategy and also align their rewards with value 
+created for shareholders. In the Policy period, the Committee  
+will continually review the performance measures used to ensure 
+that awards are made on the basis of challenging targets that 
+clearly support the achievement of the Group’s strategic aims.
+The Committee may vary or waive any performance condition(s) 
+if circumstances occur which cause it to determine that the original 
+condition(s) have ceased to be appropriate, provided that any 
+such variation or waiver is fair, reasonable and not materially  
+less difficult to satisfy than the original condition (in its opinion).  
+In the event that the Committee were to make an adjustment  
+of this sort, a full explanation would be provided in the next 
+Remuneration Report.
+Service contracts for Executive Directors
+The Committee will periodically review the contractual terms for 
+new Executive Directors to ensure that these reflect best practice. 
+Service contracts currently operate on a rolling basis and are 
+limited to a 12-month notice period.
+Patrick André is employed as Chief Executive of Vesuvius plc 
+pursuant to the terms of a service agreement made with the 
+Company dated 17 July 2017. Mark Collis is employed as  
+Chief Financial Officer pursuant to the terms of a service 
+agreement with Vesuvius plc dated 4 January 2023. Patrick 
+André’s appointment is terminable by Vesuvius on not less than  
+12 months’ written notice, and by him on not less than six months’ 
+written notice. Mark Collis’s appointment is terminable by him  
+and Vesuvius on not less than six months’ written notice.
+External appointments of Executive Directors
+The Executive Directors do not currently serve as non-executive 
+directors of any other quoted company. Subject always to consent 
+being granted by the Company for them to take up such an 
+appointment, were they to so serve, the Company would allow 
+them to retain any fees they received for the performance  
+of their duties.
+Other
+The Committee may: (a) in the event of a variation of the 
+Company’s share capital, demerger, special dividend or any other 
+corporate event which it reasonably determines justifies such an 
+adjustment, adjust; and (b) amend the terms of awards granted 
+under the share schemes referred to above in accordance with  
+the rules of the relevant plans.
+Share awards may be settled by the issue of new shares or by the 
+transfer of existing shares. In line with prevailing best practice at 
+the time this Policy was approved, any issuance of new shares is 
+limited to 5% of share capital over a rolling ten-year period in 
+relation to discretionary employee share schemes and 10% of 
+share capital over a rolling ten-year period in relation to all 
+employee share schemes.
+The Committee may make minor amendments to the Policy  
+set out in this Policy Report (for regulatory, exchange control,  
+tax or administrative purposes or to take account of a change  
+in legislation) without obtaining shareholder approval for  
+that amendment.
+The secret animal #1 is an "elephant".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_121.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_121.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e92e2c7d312443e3083665a6a04246ec35616d3a
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_121.txt
@@ -0,0 +1,63 @@
+119Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Policy for joining and leaving: Recruitment policy
+Typical event Policy
+Executive Director 
+appointed or promoted
+On appointment or promotion of a new Executive Director, the Committee will typically use the 
+Remuneration Policy in force at the time of the Committee’s decision to determine ongoing remuneration. 
+Base salary levels will generally be set in accordance with the Remuneration Policy current at the time of  
+the Committee’s decision, taking into account the experience and calibre of the appointee. Other than in 
+exceptional circumstances, other elements of annual remuneration will, typically, be set in line with the 
+Remuneration Policy, including a limit on awards under the Annual Incentive and Vesuvius Share Plan  
+of 375% of salary in aggregate.
+First year of appointment If appropriate the Committee may apply different performance measures and/or targets to a Director’s 
+first incentive awards in his/her year of appointment.
+Service contract agreed Service contracts will be entered into on terms similar to those for the existing Executive Directors, 
+summarised in the service contracts of Executive Directors section above.
+Appointment  
+of Chairman or  
+Non-executive Director
+With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will be 
+consistent with those applicable at the time the appointment is agreed. Variable pay will not be considered. 
+With respect to Non-executive Directors, fees will be consistent with the Policy at the time the appointment 
+is agreed. If, in exceptional circumstances, a Non-executive Director was asked to assume an interim 
+executive role, the Company retains the discretion to pay them appropriate executive compensation,  
+in line with the Policy.
+Individual appointed  
+on a base salary below 
+market, contingent  
+on performance
+If it is appropriate to appoint an individual on a base salary initially below what is adjudged to be market 
+positioning, contingent on individual performance, the Committee retains the discretion to realign base 
+salary over the one to three years following appointment, which may result in a higher rate of annualised 
+increase than might otherwise be awarded under the Policy. If the Committee intends to rely on this 
+discretion, it will be noted in the first Remuneration Report following an individual’s appointment.
+Internal appointment In the event that an internal appointment is made, or where a Director is appointed as a result of transfer 
+into the Group on an acquisition of another Company, the Committee may continue with existing 
+remuneration provisions for this individual, where appropriate.
+Relocation required If necessary and appropriate to secure the appointment of a candidate who has to move locations as  
+a result of the appointment, whether internal or external, the Committee may make additional payments 
+linked to relocation, above those outlined in the policy table, and would authorise the payment of  
+a relocation allowance and repatriation, as well as other associated international mobility terms.  
+Such benefits would be set at a level which the Committee considers appropriate for the role and the 
+individual’s circumstances.
+Buying out compensation 
+forfeited on leaving 
+previous employer
+In addition to the annual remuneration elements noted above, the Committee may consider buying out 
+terms, incentives and any other compensation arrangements forfeited on leaving a previous employer that 
+an individual forfeits in accepting an appointment with Vesuvius. The Committee will have the authority to 
+rely on Listing Rule 9.4.2 R(2) or to apply the existing limits within the Vesuvius Share Plan to make Restricted 
+Share awards on recruitment. In making any such awards, the Committee will review the terms of any 
+forfeited awards, including, but not limited to, vesting periods, the expected value of such awards on 
+vesting and the likelihood of the performance targets applicable to such awards being met, while retaining 
+the discretion to make any buy-out award the Committee determines is necessary and appropriate.  
+The Committee may also require the appointee to purchase shares in Vesuvius to a pre-agreed level  
+prior to vesting of any such awards. The value of any buy-out award will be capped, to ensure its maximum 
+value is no higher than the value of the awards that the individual forfeited on joining Vesuvius. Any such 
+awards will be subject to malus and clawback.
+Reimbursement  
+of other costs
+In addition to the elements noted above, the Committee may consider reimbursement of other 
+demonstrable, specific costs incurred by an individual in relation to their appointment (e.g. legal costs).
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_122.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_122.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa255a557212b2c4d66bea6798a09761ffea2ccc
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_122.txt
@@ -0,0 +1,75 @@
+Vesuvius plc Annual Report and Financial Statements 2023120
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Policy for joining and leaving: Exit payment policy
+Vesuvius has the option to make a payment in lieu of part or  
+all of the required notice period for Executive Directors. Any  
+such payment in lieu will consist of the base salary, pension 
+contributions and value of benefits to which the Director would 
+have been entitled for the duration of the remaining notice period, 
+net of statutory deductions in each case. Half of any payments  
+in lieu of notice would be made in a lump sum, the remainder in 
+equal monthly instalments commencing in the month in which the 
+midpoint of their foregone notice period falls (and are reduced or 
+extinguished by salary from any role undertaken by the departing 
+Executive in this time). Executive Directors are subject to certain 
+non-compete covenants for a period of nine to 12 months, and 
+non-solicitation covenants for a period of 12 months, following the 
+termination of their employment. Their service agreements are 
+governed by English law.
+Executive Directors’ contracts do not contain any change of 
+control provisions; they do contain a duty to mitigate should  
+the Director find an alternative paid occupation in any period 
+during which the Company must otherwise pay compensation  
+on early termination.
+The table below summarises how the awards under the annual 
+bonus and Vesuvius Share Plan are typically treated in different 
+leaver scenarios and on a change of control.
+Whilst the Committee retains overall discretion on determining 
+‘good leaver’ status, it typically defines a ‘good leaver’ in 
+circumstances such as retirement with agreement of the 
+Company, ill health, disability, death, redundancy, or part of  
+the business in which the individual is employed or engaged 
+ceasing to be part of the Group. Final treatment is subject to  
+the Committee’s discretion.
+Event Timing Calculation of vesting/payment
+Annual Incentive Plan – during period prior to payment
+Good leaver Paid at the same time as to 
+continuing employees.
+Annual bonus is paid only to the extent that any performance 
+conditions have been satisfied and is pro rated for the proportion  
+of the financial year worked before cessation of employment.  
+In determining the level of bonus to be paid, the Committee may,  
+at its discretion, take into account performance up to the date of 
+cessation or over the financial year as a whole based on appropriate 
+performance measures as determined by the Committee. The bonus 
+may, at the Committee’s discretion, be paid entirely in cash.
+Bad leaver Not applicable. Individuals lose the right to their annual bonus.
+Change of control Paid on the effective date  
+of change of control.
+Annual bonus is paid only to the extent that any performance 
+conditions have been satisfied and is prorated for the proportion  
+of the financial year worked.
+Annual Incentive Plan – in respect of any amount deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan 
+Good leaver On the date of the event. Deferred awards vest in full.
+Bad leaver On the date of the event. Other than dismissal for cause, deferred awards will vest in full.
+Change of control1 Within seven days of the event. Deferred awards vest in full. 
+Vesuvius Share Plan
+Good leaver2 On normal release date (or earlier 
+at the Committee’s discretion).
+Unvested awards vest to the extent that any performance conditions 
+have been satisfied and a pro rata reduction applies to the value  
+of the awards to take into account the proportion of performance 
+period not served, unless the Committee decides that the reduction 
+in the number of vested shares is inappropriate.
+Bad leaver Unvested awards lapse. Unvested awards lapse on cessation of employment.
+Change of control1 On the date of the event. Unvested awards vest to the extent that any performance  
+conditions have been satisfied and a pro rata reduction applies  
+for the proportion of the vesting period not served, unless the 
+Committee decides that the reduction in the number of vested  
+shares is inappropriate.
+1. In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Deferred Bonus Plan and Vesuvius Share Plan will not  
+vest on a change of control but will instead be replaced by an equivalent grant of a new award, as determined by the Committee, in the new company. 
+2. Under the rules of the Vesuvius Share Plan, any vested shares, net of any tax liabilities, are subject to a further two-year holding period after the vesting date. 
+The holding period may be terminated early at the Committee’s discretion in exceptional circumstances, including a change of control or where the award 
+holder dies or leaves employment due to ill health, injury or disability.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_123.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_123.txt
new file mode 100644
index 0000000000000000000000000000000000000000..594cf2a7d51a1a622f29f876860ea653861b7114
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_123.txt
@@ -0,0 +1,99 @@
+121Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Benefits normally cease to be provided on the date employment 
+ends. However, the Committee has the discretion to allow  
+some minor benefits (such as health insurance, tax advice and 
+repatriation expenses) to continue to be provided for a period 
+following cessation where this is considered fair and reasonable, 
+or appropriate on the basis of local market practice. In addition, 
+the Committee retains discretion to fund other expenses for the 
+Executive Director; for example, payments to meet legal fees 
+incurred in connection with termination of employment, or to meet 
+the costs of providing outplacement support, and de minimis 
+termination costs up to £5,000 to cover the transfer of mobile 
+phone or other administrative expenses.
+The Committee reserves the right to make any other payments in 
+connection with a Director’s cessation of office or employment 
+where the payments are made in good faith in discharge of an 
+existing legal obligation (or by way of damages for breach of such 
+an obligation) or by way of a compromise or settlement of any 
+claim arising in connection with the cessation of a Director’s office 
+or employment.
+In certain circumstances, the Committee may approve new 
+contractual arrangements with departing Executive Directors, 
+including (but not limited to) settlement, confidentiality, restrictive 
+covenants and/or consultancy arrangements. These would be 
+used only where the Committee believed it was in the best 
+interests of the Company to do so.
+Remuneration Policy for Non-executive Directors
+The Company seeks to appoint Non-executive Directors  
+who have relevant professional knowledge and have gained 
+experience in a relevant industry and geographical sector,  
+to support diversity of expertise on the Board and match  
+the wide geographical spread of the Company’s activities.
+Non-executive Directors attend Board, Committee and other 
+meetings, held mainly in the UK, together with an annual strategy 
+review to debate the Company’s strategic direction. 
+All Non-executive Directors are expected to familiarise 
+themselves with the scale and scope of the Company’s business 
+and to maintain their specific technical skills and knowledge.
+The Board sets the level of fees paid to the Non-executive 
+Directors after considering the role and responsibilities of each 
+Director and the practice of other companies of a similar size and 
+international complexity. The Non-executive Directors do not 
+participate in Board discussions on their own remuneration.
+Alignment/purpose Operation Opportunity Performance
+Fees
+To attract and  
+retain Non-executive 
+Directors of the 
+necessary skill and 
+experience by offering 
+market-competitive fees
+Fees are usually reviewed every year by the Board.
+Non-executive Directors are paid a base fee for the 
+performance of their role plus additional fees for roles 
+that involve significant additional time commitment 
+and/or responsibility. Such roles could include, but are 
+not limited to, Committee chairmanship (and, where 
+appropriate, membership) or acting as the Senior 
+Independent Director. Fees are paid in cash.
+When travelling internationally on Company business, 
+all Non-executive Directors may also be provided  
+with additional travel allowance payments, reflecting 
+the associated time commitment, paid in cash.
+The Chairman is paid a single cash fee and receives 
+administrative support from the Company.
+Non-executive Directors and the Chairman will be paid 
+market-appropriate fees, with any increase reflecting 
+changes in the market or adjustments to a specific  
+Non-executive Director’s role.
+Any travel allowances payable will be reflective  
+of travel time incurred as necessary to fulfil  
+Company business.
+No eligibility for bonuses, retirement benefits or to 
+participate in the Group’s employee share plans.
+Base fees paid to Non-executive Directors excluding 
+the Chairman will, in aggregate, remain within the 
+aggregate limit stated in our Articles, currently  
+being £500,000.
+None.
+Benefits and expenses
+To facilitate execution  
+of responsibilities  
+and duties required  
+by the role
+All Non-executive Directors are reimbursed for 
+reasonable expenses incurred in carrying out  
+their duties (including any personal tax owing on  
+such expenses).
+Should the Board deem it appropriate, additional 
+benefits can be provided to Non-executive Directors  
+as required (e.g. liability insurance).
+Non-executive Directors’ expenses are paid in 
+accordance with Vesuvius’ expense procedures.
+Provision of additional benefits will be at the  
+discretion of the Board and will reflect the reasonable 
+needs of a Non-executive Director in undertaking 
+Company business.
+None.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_124.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_124.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6cc85085fcc9f4ef7ac1077ba5e3664970e19815
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_124.txt
@@ -0,0 +1,62 @@
+Vesuvius plc Annual Report and Financial Statements 2023122
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+2023 Remuneration Policy continued
+Terms of service of the Chairman and other  
+Non-executive Directors
+The terms of service of the Chairman and the Non-executive 
+Directors are contained in letters of appointment. Each  
+Non-executive Director is appointed subject to their election  
+at the Company’s first Annual General Meeting following their 
+appointment and re-election at subsequent Annual General 
+Meetings. The Chairman is entitled to six months’ notice from the 
+Company. None of the other Non-executive Directors is entitled  
+to receive compensation for loss of office at any time. 
+All Non-executive Directors are subject to retirement, and election 
+or re-election, in accordance with the Company’s Articles of 
+Association. The current policy is for Non-executive Directors  
+to serve on the Board for a maximum of nine years, with review  
+at the end of three and six years, subject always to mutual 
+agreement and annual performance evaluation. The Board 
+retains discretion to extend the tenure of Non-executive Directors 
+beyond this time, subject to the requirements of Board balance 
+and independence being satisfied.
+The table below shows the date of appointment for each of the Non-executive Directors:
+Non-executive Director Date of appointment
+Carl-Peter Forster 1 November 2022
+Carla Bailo 1 February 2023
+Kath Durrant 1 December 2020
+Dinggui Gao 1 April 2021 
+Friederike Helfer 4 December 2019
+Douglas Hurt 2 April 2015
+Robert MacLeod 1 September 2023
+Executive Directors’ remuneration in year ahead
+The table below sets out the phasing of receipt of the various elements of Executive Director remuneration for 2024.
+2024 2025 2026 2027 2028 2029 Description and link to strategy
+S Base salary Salaries are set at an appropriate level to enable the Company 
+to recruit and retain key employees, and reflect the individual’s 
+experience, role and contribution within the Company.
+B Benefits Provides normal market practice benefits. 
+P Pension The pension benefit helps to recruit and retain key employees 
+and ensures income in retirement.
+AI Annual 
+Incentive
+The Annual Incentive incentivises the Executive Directors  
+to achieve key short-term financial and strategic targets  
+of the Group.
+AI  Deferred 
+Annual 
+Incentive
+The deferral of a portion of the Annual Incentive increases 
+alignment with shareholders. 
+VSP Vesuvius  
+Share Plan
+Awards under the Vesuvius Share Plan align Executive 
+Directors’ interests with those of shareholders through the 
+delivery of shares and assist in the retention of the Executive 
+Directors. The VSP rewards the Executive Directors for 
+achieving the strategic objectives of growth in shareholder 
+value and earnings.
+Annual Report on Directors’ Remuneration
+Directors’ Remuneration Report
+Holding 
+period
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_13.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_13.txt
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+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_130.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_130.txt
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index 0000000000000000000000000000000000000000..a9951caca1209b43b7b419e7a5c4f349025f2478
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_130.txt
@@ -0,0 +1,84 @@
+Vesuvius plc Annual Report and Financial Statements 2023128
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+2021 VSP Awards (vesting in 2024) – audited
+The performance period applicable to these awards ended on 31 December 2023. Further details on the number of shares awarded 
+are shown on page 135.
+Weighting 0% vesting 25% vesting 50% vesting 100% vesting Performance achieved
+Pay-out level 
+(% of 
+maximum)
+TSR relative to FTSE 250 
+excluding investment trusts1 50%
+Below 
+median Median –
+Upper 
+quintile
+Between median and  
+upper quintile (Ranked 64th) 25.6%
+Headline EPS for the  
+Financial Year 20231 50%
+Less than 
+35.0p 35.0p 47.5p 60.0p 46.7p 24.2%
+1. Straight-line vesting applies between the vesting points.
+Share awards granted during the financial year – audited
+VSP award
+An award was granted under the VSP to selected senior executives in April 2023. UK executives receive awards in the form of nil-cost 
+options with a flexible exercise date and non-UK executives receive conditional awards. This award is subject to the performance 
+conditions described below and will vest in April 2026 (with a subsequent two-year holding period for any vested shares to April 2028). 
+Type of award Date of grant
+Maximum 
+number of
+shares1
+Face value  
+(£)
+Face value  
+(% of salary)
+Threshold  
+vesting
+End of  
+performance period
+Patrick André
+Nil-cost option
+6 April 2023 355,599 £1,439,998 200%
+25% of award 31 December 2025
+Mark Collis2 6 April 2023 142,799 £578,265 138%
+1. In 2023, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 138% of their base salaries respectively, 
+noting that the latter represents a pro-rated award reflecting Mark Collis’s hire date part way through the award performance period. Awards were calculated 
+based on the average closing mid-market price of Vesuvius’ shares on the 30 dealing days prior to grant, of £4.0495. The maximum number of shares quoted 
+excludes any additional shares that may be awarded in relation to dividends accruing during the vesting and holding periods. 
+2. Award details displayed for Mark Collis relate only to Performance Share awards made under VSP which link to the Vesuvius performance conditions 
+described in the table below. This excludes those Restricted Share awards made to Mark Collis under the VSP in 2023 (both those made with and those without 
+performance conditions) which are detailed separately under Buy-out share awards on page 129.
+Vesting of the VSP awards is subject to satisfaction of the following performance conditions. Any LTIP vesting is at the discretion of the 
+Remuneration Committee. 
+Weighting Threshold 100% vesting
+TSR relative to FTSE 250 excluding investment trusts1 40% Median Upper quintile
+Group post-tax ROIC1 40% 8.5% 11%
+ESG: Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2023–20251,2 5% 1.05 0.85
+ESG: Energy: CO2e: Reduction in Scope 1 and 2 energy CO2e emissions/ 
+tonne (vs 2019 baseline) in 20251,3 10% -17% -23%
+ESG: Diversity: Gender diversity in Senior Leadership Group on 31 December 20251,4 5% 20% 26%
+1. Straight-line vesting applies between the vesting points. Threshold vesting for the TSR element is 25% of maximum, and 0% of maximum for all other elements.
+2.  LTIFR is the Lost Time Injury Frequency Rate, based on the number of Lost Time Injuries that occur during the performance period. The calculation rate is LTIFR 
+per million hours worked.
+3.  Reduction of energy CO 2e emissions per metric tonne of product packed for shipment.
+4.  Senior Leadership Group is defined as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the 
+Group’s overall results and to the execution of the Group’s strategy. This group comprises between 150 and 170 members (number may slightly fluctuate from 
+one year to the next based on organisational changes).
+Each of the VSP performance measures operates independently. The use of these measures is intended to align Executive Director 
+remuneration with shareholders’ interests. Prior to vesting, the Remuneration Committee reviews the underlying financial performance 
+of the Company and non-financial performance of the Company and individuals over the performance period to ensure that the 
+vesting is justified, and to consider whether to exercise its discretion including consideration of any potential windfall gains. 
+Deferred Share Bonus Plan award
+33% of the Annual Incentive earned by Patrick André in respect of performance in 2022 was deferred into a share award granted in 
+April 2023 under the Company’s Deferred Share Bonus Plan. There are no additional performance conditions applicable to these 
+awards. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 120.
+Type of award Date of grant
+Number of
+ shares1
+Face value  
+(£) Vesting date
+Patrick André Conditional award 6 April 2023 60,179 £243,695 6 April 2026
+1.  The number of shares has been calculated using the share price of £4.0495 (average closing share price for the 30 dealing days prior to grant) and excludes any 
+additional shares that may be awarded in relation to dividends accruing during the vesting period.
\ No newline at end of file
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index 0000000000000000000000000000000000000000..2ff8d447db2af047d523da643bd3cfd3a6da2a03
--- /dev/null
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@@ -0,0 +1,76 @@
+Vesuvius plc Annual Report and Financial Statements 2023132
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Annual Report on Directors’ Remuneration continued
+CEO pay ratio 
+The UK employee workforce is the representative comparator 
+group to the Chief Executive, Patrick André, who is based in the 
+UK (albeit with a global role and responsibilities). Levels of pay 
+vary widely across the Group depending on geography and  
+local market conditions.
+Year Method
+25th 
+percentile 
+50th 
+percentile
+(median) 
+75th 
+percentile 
+2019 Option A ratio 35:1 28:1 17:1
+2020 Option A ratio 32:1 24:1 13:1
+2021 Option A ratio 53:1 41:1 21:1
+2022 Option A ratio 60:1 46:1 24:1
+2023 Option A ratio 57:1 43:1 22:1
+2023
+Total pay and 
+benefits (£) 41,367 53,938 108,893
+2023 Salary (£) 31,491 47,956 91,324
+The table above shows the Chief Executive pay ratios versus our 
+UK employees for 2019, 2020, 2021, 2022 and 2023. The pay 
+ratios compare amounts disclosed in the single total figure table 
+for the Group Chief Executive to the annual full-time equivalent 
+remuneration of our UK employees for 2019, 2020, 2021, 2022  
+and 2023. The Remuneration Committee is comfortable that the 
+ratios reported reflect the remuneration principles applied and 
+represent a valid basis for comparison of remuneration. 
+The ratios for 2022 have been adjusted versus what was reported 
+in the 2022 Annual Report, after some previous estimates were 
+updated in the associated calculations. A significant proportion  
+of the Chief Executive’s remuneration is based on performance-
+related pay, which affects said remuneration disproportionately 
+when compared with others. This is reflected in the variation in 
+pay ratio shown over the past five years. 
+The data has been calculated in accordance with ‘Option A’  
+in the Companies (Miscellaneous Reporting) Regulations 2018, 
+because it allows the Company to show the total annualised 
+full-time equivalent remuneration (salary, incentives, allowances, 
+fees, taxable benefits) and percentiles across the financial  
+year as at 31 December 2019, 2020, 2021, 2022 and 2023.
+Amounts have been annualised for those who joined part  
+way through the year or who are on part-time arrangements  
+and exclude those who left the organisation during the  
+reporting period.
+The approach to calculating the pay ratios is consistent  
+with the prior year and there have not been any changes  
+to the compensation models in the reporting period.
+The Committee is comfortable that the principles applied and the 
+quantum of compensation are appropriate across the Group’s 
+employee base. These are regularly benchmarked to ensure 
+market competitiveness. There is a consistent approach of 
+measuring against both business and personal performance  
+for all those who participate in incentive programmes. The Group 
+continues to monitor the effectiveness of all compensation 
+practices to identify future opportunities to ensure they remain 
+fair, consistent and in line with best practice.
+Annual spend on employee pay1 versus shareholder distributions2
+The charts below show the annual spend on all employees (including Executive Directors) compared with distributions made and 
+proposed to be made to shareholders for 2022 and 2023:
+2023  
+(£m) 
+2022  
+(£m) Change
+Employee pay1 475.1 441.3 7.7%
+Dividends2 (based on final proposed dividend) and share buybacks 63.8 59.9 6.5%
+1. Employee pay includes wages and salaries, social security, share-based payments and pension costs, and other post-retirement benefits. See Note 7 to the 
+Group Financial Statements.
+2. Shareholder distributions/dividends includes interim and final dividends paid in respect of each financial year. In addition, figure quoted for 2023 also reflects 
+share buybacks. See Note 23 of the Group Financial Statements.
\ No newline at end of file
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@@ -0,0 +1,53 @@
+133Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Vesuvius’s total 
+shareholder return 
+compared against 
+total shareholder 
+return of the FTSE 
+250 (excluding 
+investment trusts) 
+index over the  
+past ten years
+FTSE 250 Index (excluding investment trusts)Vesuvius plc
+31/12/13
+50
+100
+150
+200
+250
+Chief Executive pay –  
+financial year ended
+François Wanecq1 Patrick André2
+31/12/14 31/12/15 31/12/16 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23
+Total remuneration 
+(single figure (£000)) £1,519 £752 £1,173
+£1,6751 
+£4652 £2,022 £1,220 £936 £1,706 £2,225 £2,412
+Annual variable pay 
+(% of maximum) 64% 0% 50%
+81%1
+85%2 83% 11% 20% 94% 76% 75%
+Long-term variable pay  
+(% of maximum) 27% 0% 0%
+43.7%1  
+n/a2 100% 63% 0% 0% 48% 50%
+1. Amounts shown in respect of François Wanecq for 2017 reflect payments in respect of his service as Chief Executive from 1 January 2017 to 31 August 2017 and 
+the full value of his VSP award in relation to the performance period 2015–2017.
+2. Amounts shown in respect of Patrick André for 2017 reflect payments in respect of his service as Chief Executive from 1 September 2017 to 31 December 2017.
+Shareholder voting on remuneration resolutions
+The Directors’ Remuneration Policy and Annual Report on Remuneration were approved by Shareholders at the AGM held on  
+18 May 2023, with the following votes:
+Votes for Votes against Votes withheld
+Approval of the Directors’ Remuneration Policy 2023 AGM 234,279,589 (96.7%) 7,890,060 (3.3%) 8,514
+Approval of the Annual Report on Remuneration (excluding 
+the Directors’ Remuneration Policy) 2023 AGM 196,827,568 (82.2%) 42,633,878 (17.8%) 2,716,717
+The Directors’ Remuneration Report has been approved by the Board and is signed on its behalf by:
+Kath Durrant
+Chair of the Remuneration Committee 
+28 February 2024
+TSR performance and Chief Executive pay
+The TSR performance graph compares Vesuvius’ TSR performance with that of the same investment in the FTSE 250 Index (excluding 
+investment trusts). This index has been chosen as the comparator index to reflect the size, international scope and diversity of the 
+Company. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements  
+and assuming reinvestment of dividends.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_136.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_136.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5c36c441871889aa2d6138314fea1275270f5f96
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_136.txt
@@ -0,0 +1,127 @@
+Vesuvius plc Annual Report and Financial Statements 2023134
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Appendix: Supplementary share-related information
+Directors’ Remuneration Report
+Share usage
+Under the rules of the VSP, the Company has the discretion to 
+satisfy awards either by the transfer of Treasury shares or other 
+existing shares, or by the allotment of newly issued shares. Awards 
+made under the Deferred Share Bonus Plan to satisfy shares 
+awarded to Directors in respect of their Annual Incentive, and 
+awards made to management of the Company over shares 
+pursuant to the Medium Term Incentive Plan, must be satisfied  
+out of Vesuvius shares held for this purpose by the Company’s 
+Employee Benefit Trust (EBT).
+The decision on how to satisfy awards is taken by the 
+Remuneration Committee, which considers the most prudent  
+and appropriate sourcing arrangement for the Company.
+At 31 December 2023, the Company held 7,271,174 ordinary 
+shares in Treasury and the EBT held 1,956,030 ordinary shares.  
+No additional shares were purchased between 31 December 
+2023 and the date of this report. 
+The EBT can be gifted Treasury shares by the Company, can 
+purchase shares in the open market or can subscribe for newly 
+issued shares, as required, to meet obligations to satisfy options 
+and awards that vest.
+The VSP complies with the current Investment Association 
+guidelines on headroom which provide that overall dilution under 
+all plans over a rolling ten-year period should not exceed 10% of 
+the Company’s issued share capital, with a further limitation over 
+a rolling ten-year period of 5% for discretionary share schemes. 
+These limits remain available in full as headroom for the issue of 
+new shares or the transfer of Treasury shares for the Company.  
+No Treasury shares were transferred, or newly issued shares 
+allotted under the VSP during the year under review.
+Deferred Share Bonus Plan allocations – audited
+33% of the Annual Incentives earned by Patrick André and Guy Young in respect of their periods of service as Directors of Vesuvius plc 
+were deferred into shares under the Company’s Deferred Share Bonus Plan. The following table sets out details of outstanding awards:
+Grant and type of award
+Total share 
+allocations as 
+at 1 Jan 2023
+Additional 
+shares 
+allocated 
+during  
+the year
+Allocations 
+lapsed during 
+the year
+Shares  
+vested  
+during  
+the year
+Total share 
+allocations 
+as at  
+31 Dec 2023
+Market price 
+of the 
+shares on 
+the day 
+before
+award (p)
+Earliest  
+vesting/  
+release date
+Patrick André 
+12 March 20201 Deferred Bonus Shares 7,044 – – (7,044) 0 391.8 12 Mar 2023
+18 March 20212 Deferred Bonus Shares 9,430 – – – 9,430 538 18 Mar 2024
+17 March 20223 Deferred Bonus Shares 75,207 – – – 75,207 385 17 Mar 2025
+06 April 20234 Deferred Bonus Shares – 60,179 – – 60,179 386 06 Apr 2026
+Total 91,681 60,179 – (7,044) 144,816
+Guy Young5
+12 March 20201 Deferred Bonus Shares 5,345 – – (5,345) 0 391.8 12 Mar 20235
+18 March 20212 Deferred Bonus Shares 6,093 – – (6,093) 0 538 18 Mar 20245
+17 March 20223 Deferred Bonus Shares 46,235 – – (46,235) 0 385 17 Mar 20255
+Total 57,673 – – (57,673) 0
+1. In 2020, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2019 of 
+£83,775 and £63,569 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 12 March 2020 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £3.9248. The total value of these awards based 
+on this share price was £27,646 and £20,978 respectively. There were no 
+additional performance conditions applicable to these awards, therefore 
+these shares vested in full on the third anniversary of their award date  
+for Patrick André.
+2. In 2021, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2020 of 
+£153,419 and £99,138 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 18 March 2021 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £5.3690. The total value of these awards based 
+on this share price was £50,628 and £32,715 respectively. There are no 
+additional performance conditions applicable to these awards, which  
+will therefore vest in full for Patrick André on the third anniversary of  
+their award date.
+3. In 2022, Patrick André and Guy Young were awarded Annual Incentive 
+bonuses in respect of their service as Directors of Vesuvius plc in 2021 of 
+£873,604 and £537,075 respectively. 33% of each bonus was awarded in 
+deferred shares (conditional awards). The allocations of shares were made 
+on 17 March 2022 and were calculated based upon the average closing 
+mid-market price of Vesuvius’ shares on the five dealing days before the 
+award was made, being £3.872. The total value of these awards based 
+on this share price was £291,202 and £179,022 respectively. There are no 
+additional performance conditions applicable to these awards, which 
+will therefore vest in full for Patrick André on the third anniversary of their 
+award date.
+4. In 2023, Patrick André was awarded an Annual Incentive bonus in respect 
+of his service as a Director of Vesuvius plc in 2022 of £731,091. 33% of this 
+bonus was awarded in deferred shares (conditional awards). The allocation 
+of shares was made on 6 April 2023 and was calculated based upon the 
+average closing mid-market price of Vesuvius’ shares on the 30 dealing 
+days before the award was made, being £4.0495. The total value of this 
+award based on this share price was £243,695. There are no additional 
+performance conditions applicable to this award, which will therefore  
+vest in full for Patrick André on the third anniversary of its award date.
+5. Following his departure from the Company on 17 February 2023,  
+Guy Young’s outstanding awards vested in full.
+Additional note:
+6.  Mark Collis did not receive an Annual Incentive bonus in 2023, therefore  
+no bonus was awarded in deferred shares during the year. 
+7. The mid-market closing price of Vesuvius’ shares during 2023 ranged 
+between 385.6 pence and 482.6 pence per share, and on 29 December 
+2023, the last dealing day of the year, was 481.2 pence per share.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_137.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_137.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a7d93a80bc6f4a282cec0e9f37baeae00bef853a
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_137.txt
@@ -0,0 +1,181 @@
+135Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXRemunerationXReport_v78  Modification Date: 18 March 2024 6:41 pm
+Vesuvius Share Plan award allocations – audited
+The following table sets out outstanding awards that were allocated to Patrick André, Mark Collis and Guy Young under the VSP.  
+All Performance Share awards detailed below were granted in the form of nil-cost options. For Mark Collis, this table excludes the 
+buy-out share awards granted during the year, which are detailed on page 129 of this report:
+Grant and type of award
+Total share 
+allocations as 
+at 1 Jan 2023
+Additional 
+shares 
+allocated 
+during  
+the year
+Allocations 
+lapsed  
+during  
+the year
+Shares vested 
+and exercised 
+during the 
+year including 
+dividends
+Total  
+share 
+allocations 
+as at  
+31 Dec 2023
+Market price 
+of the shares 
+on the day 
+before award 
+(p)
+Performance 
+period
+Earliest 
+vesting date
+End of 
+holding
+ period1
+Patrick André
+12 March 20202
+Performance Shares 282,772 – (146,844) (151,027)* – 391.8
+1 Jan 20– 
+31 Dec 22
+12 Mar 
+2023
+12 Mar 
+2025
+18 March 20213
+Performance Shares 230,210 – – – 230,210 538
+1 Jan 21– 
+31 Dec 23
+18 Mar 
+2024
+18 Mar 
+2026
+17 March 20224
+Performance Shares 319,900 – – – 319,900 385
+1 Jan 22– 
+31 Dec 24
+17 Mar 
+2025
+17 Mar 
+2027
+6 April 20235
+Performance Shares – 355,599 – – 355,599 386
+1 Jan 23– 
+31 Dec 25
+6 Apr 
+2026
+6 Apr 
+2028
+Total 832,882 355,599 (146,844) (151,027)* 905,709
+* Total shares exercised included 15,099 dividend-equivalent shares. Shares were exercised at the point of vesting, at a market value of 406.0 pence per share.
+Mark Collis
+6 April 20235
+Performance Shares – 142,799 – – 142,799 386
+1 Jan 23– 
+31 Dec 25
+6 Apr 
+2026
+6 Apr 
+2028
+Total – 142,799 – – 142,799
+Guy Young6
+12 March 20202
+Performance Shares 132,120 – (132,120) – – 391.8
+1 Jan 20– 
+31 Dec 22
+12 Mar 
+2023
+12 Mar 
+2025
+18 March 20213
+Performance Shares 107,562 – (107,562) – – 538
+1 Jan 21– 
+31 Dec 23
+18 Mar 
+2024
+18 Mar 
+2026
+17 March 20224
+Performance Shares 156,716 – (156,716) – – 385
+1 Jan 22– 
+31 Dec 24
+17 Mar 
+2025
+17 Mar 
+2027
+Total 396,398 – (396,398) – –
+1. Performance Shares granted from 2019 onwards are subject to a further 
+two-year holding period.
+2. In 2020, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. In light of the volatile share price, the Committee applied its 
+discretion so that the number of shares in these allocations were capped 
+at a level based upon the average closing mid-market price of Vesuvius’ 
+shares on the five dealing days before the February 2020 Remuneration 
+Committee meeting of £4.371. As a result, Patrick André received an award 
+of 282,772 shares which, at grant, was equivalent in value to 180% of his 
+base salary (£1,109,823*) and Guy Young received an award of 132,120 
+shares which, at grant, was equivalent in value to 135% of his base salary 
+(£518,544*). In addition, the Remuneration Committee determined that 
+Patrick André was entitled to receive 15,099 additional shares, equivalent in 
+value to the dividends that would have been paid on the number of vested 
+shares in respect of dividend record dates occurring during the period 
+between the award date and the date of vesting.
+* Grant values are based on the average closing mid-market price of 
+Vesuvius’ shares on the five dealing days prior to grant (£3.9248).
+3. In 2021, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. These allocations were calculated based upon the average 
+closing mid-market price of Vesuvius’ shares on the five dealing days  
+before the award was made, being £5.3690. The total value of these awards 
+based on this share price was £1,235,997 and £577,500 respectively.
+4. In 2022, Patrick André and Guy Young were entitled to receive allocations 
+of Performance Shares worth 200% and 150% of their base salaries 
+respectively. In light of the volatile share price, the Committee applied its 
+discretion so that the number of shares in these allocations were capped 
+at a level based upon the average closing mid-market price of Vesuvius’ 
+shares on the five dealing days before the February 2022 Remuneration 
+Committee meeting of £4.02. As a result, Patrick André received an  
+award of 319,900 shares which, at grant, was equivalent in value to  
+193% of his base salary (£1,239,653**) and Guy Young received an  
+award of 156,716 shares which, at grant, was equivalent in value to  
+144% of his base salary (£606,804**).
+** Grant values are based on the average closing mid-market price of 
+Vesuvius’ shares on the five dealing days prior to grant (£3.872).
+5. In 2023, Patrick André and Mark Collis were entitled to receive allocations 
+of Performance Shares worth 200% and 138% of their base salaries 
+respectively***. The award was made on 6 April 2023 and was calculated 
+based upon the average closing mid-market price of Vesuvius’ shares on 
+the 30 dealing days before the award was made, being £4.0495. As a result, 
+Patrick André received an award of 355,599 shares which, at grant, was 
+equivalent in value to 200% of his base salary (£1,439,998) and Mark Collis 
+received an award of 142,799 shares which, at grant, was equivalent in  
+value to 138% of his base salary (£578,265).
+*** Mark Collis’s entitlement in 2023, of 138%, is reflective of a pro-rated 
+calculation of the Chief Financial Officer’s normal 150% entitlement, 
+reflecting his date of joining the Company (1 April 2024), and therefore 
+reflecting omission of the first three months of the three-year performance 
+period related to the award.
+6. Guy Young’s outstanding awards lapsed in full on his departure from  
+the Company on 17 February 2023.
+Additional notes:
+7. If the respective performance conditions for Patrick André’s and Mark 
+Collis’s awards are not met, then the awards will lapse. If the threshold  
+level of either of the two performance conditions applicable to awards 
+granted prior to 2022 is met, then 12.50% of the awards will vest. For awards 
+granted in 2022 and 2023, threshold level performance on TSR would entail 
+12.5% vesting, while threshold performance on other conditions entails  
+0% vesting. 
+8. The Remuneration Committee also has the discretion to award cash or 
+shares equivalent in value to the dividend that would have been paid  
+during the vesting period on the number of shares that vest.
+9. The mid-market closing price of Vesuvius’ shares during 2023 ranged 
+between 385.6 pence and 482.6 pence per share, and on 29 December 
+2023, the last dealing day of the year, was 481.2 pence per share.
+ 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_14.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_14.txt
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index 0000000000000000000000000000000000000000..e20885ed19461cc3eb65541e71c08e9b3f474019
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_14.txt
@@ -0,0 +1,81 @@
+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_140.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_140.txt
new file mode 100644
index 0000000000000000000000000000000000000000..61aec4af38700c1f2e851fa7ca35f216efbe3e9d
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_140.txt
@@ -0,0 +1,43 @@
+Vesuvius plc Annual Report and Financial Statements 2023138
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Directors’ Report continued
+Annual General Meeting The Annual General Meeting of the Company will be held at the offices of Linklaters LLP,  
+One Silk Street, London EC2Y 8HQ on Wednesday 15 May 2024 at 11.00 am.
+Amendments of  
+Articles of Association
+The Company may make amendments to the Articles by way of special resolution in accordance 
+with the Companies Act. The Articles were last amended at the 2021 AGM, to reflect changes in 
+the law and developments in market practice and technology.
+Share capital As at the date of this report, the Company had an issued share capital of 276,157,367 ordinary 
+shares of 10 pence each; 7,271,174 of these ordinary shares are held in Treasury. Therefore,  
+the total number of Vesuvius plc shares with voting rights is 268,886,193. 
+Further information relating to the Company’s issued share capital can be found in Note 9 to  
+the Company Financial Statements.
+The Company’s Articles specify that, subject to the authorisation of an appropriate resolution 
+passed at a General Meeting of the Company, Directors can allot relevant securities under  
+Section 551 of the Companies Act up to the aggregate nominal amount specified by the relevant 
+resolution. In addition, the Articles state that the Directors can seek the authority of shareholders  
+in a General Meeting to allot equity securities for cash, without first being required to offer such 
+shares to existing ordinary shareholders in proportion to their existing holdings under Section  
+561 of the Companies Act, in connection with a rights issue and in other circumstances up to the 
+aggregate nominal amount specified by the relevant resolution. 
+At the AGM on 18 May 2023, the Directors were authorised to issue relevant securities up to an 
+aggregate nominal amount of £9,040,463, and, in connection with a rights issue, to issue relevant 
+securities up to a further aggregate nominal amount of £9,040,463. 
+In addition, the Directors were empowered to allot equity securities, or sell Treasury Shares, for 
+cash in connection with a rights issue or other pre-emptive offer without first being required to 
+offer such shares to existing shareholders in proportion to their existing holdings. The Directors 
+were also empowered to allot equity securities, and/or sell Treasury Shares, for cash in any case 
+other than in connection with a rights issue or other pre-emptive offer up to an aggregate nominal 
+value of £2,712,138, or a follow-on offer, without first being required to offer such shares to  
+existing shareholders in proportion to their existing holdings, and for the purposes of financing  
+(or refinancing, if the authority is to be used within 12 months after the original transaction)  
+a transaction which the Board of the Company determines to be an acquisition or other capital 
+investment, to allot equity securities, or sell Treasury Shares, for cash on a non-pre-emptive basis 
+up to an additional nominal amount of £2,712,138. Each of the authorities given in these resolutions 
+expires on 30 June 2024 or the date of the AGM to be held in 2024, whichever is the earlier. The 
+resolutions were all tabled in accordance with the revised terms of the Pre-Emption Group’s 
+Statement of Principles. The Directors propose to table updated resolutions at the 2024 AGM.
+In the year ahead, other than potentially in respect of Vesuvius’ ability to satisfy rights granted to 
+employees under its various share-based incentive arrangements, the Directors have no present 
+intention of issuing any share capital of Vesuvius plc.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_141.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_141.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8bfa6fb2a28e28cd1a3ee55d2dca9d9c633fb0a3
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_141.txt
@@ -0,0 +1,56 @@
+139Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Authority for purchase 
+of own shares
+Subject to the provisions of company law and any other applicable regulations, the Company may 
+purchase its own shares. At the AGM on 18 May 2023, Vesuvius shareholders gave authority to the 
+Company to make market purchases of up to 27,121,389 Vesuvius ordinary shares, representing 
+10% of the Company’s issued ordinary share capital as at the latest practicable day prior to the 
+publication of the Notice of AGM. 
+On 4 December 2023, the Company announced, consistent with its capital allocation policy to 
+return surplus cash to shareholders, the commencement of a share buyback programme of up  
+to £50 million (the ‘Programme’) to end no later than 4 December 2024. The sole purpose of the 
+Programme is to reduce Vesuvius’ share capital and the ordinary shares purchased pursuant  
+to the Programme are being cancelled. 
+The Board considered the views of the Company’s shareholders and the impact that the purchase 
+would have on other investors, concluding that it would send a positive public signal that the 
+Company was performing well and would benefit all of the Group’s stakeholders. A buyback  
+was chosen over, for example, a tender offer or special dividend, reflecting the preference of 
+shareholders and advice from brokers, as a structure that equally benefits all shareholders over  
+a sustained period. Over the course of the programme, the buy-back is expected to be modestly 
+EPS accretive and as such will enhance TSR in the event that our trading valuation multiple is 
+maintained. The impact of the buyback is recognised in the Company’s budget and as such it is 
+reflected in the Group’s incentive targets.
+From 4 December 2023 to the end of the financial year on 31 December 2023, the Company had 
+purchased 675,707 ordinary shares of 10 pence, representing a nominal value of £67,571 and 
+0.24% of the Company’s issued share capital. 630,647 of these ordinary shares were cancelled by 
+31 December 2023, the 45,060 remaining ordinary shares were cancelled on 2 and 3 January 
+2024. The cost of the shares purchased was £3.1 million excluding transaction costs. A further 
+1,734,259 shares, representing a nominal value of £173,426 and 0.6% of the Company’s issued 
+share capital, have been purchased between 1 January 2024 and the date of this report at  
+a cost of £8.3 million excluding transaction costs. The average cost of shares purchased to date  
+is £4.746 per share. 
+In 2013, the Company acquired 7,271,174 ordinary shares, representing a nominal value of £727,117 
+and 2.6% of the entire called up share capital of the Company prior to the purchase. These shares 
+were purchased pursuant to the Board’s commitment to return the majority of the net proceeds of 
+the disposal of the Precious Metals Processing Division to shareholders. These shares are currently 
+held as Treasury shares and are not eligible to participate in dividends and do not carry any voting 
+rights. The Company has not subsequently disposed of any of the repurchased shares designated  
+as Treasury shares. The Company does not have a lien over any of its shares. Further details of 
+Treasury Shares and the Programme are set out in Note 9 to the Company Financial Statements. 
+The Directors’ purchase of own shares authority expires on 30 June 2024 or the date of the AGM to be 
+held in 2024, whichever is the earlier. The Directors will seek renewal of this authority at the 2024 AGM.
+Share plans Vesuvius operates a number of share-based incentive plans. Under these plans, the Group can satisfy 
+entitlements by the acquisition of existing shares, the transfer of Treasury shares or by the issue of new 
+shares. Existing shares are held in an employee benefit trust (EBT). The Trustee of the EBT purchases 
+shares in the open market as required to enable the Group to meet liabilities for the issue of shares to 
+satisfy awards that vest. The Trustee does not register votes in respect of these shares at the Company’s 
+Annual General Meetings and has waived the right to receive any dividends.
+At 31 December 2022, the EBT held 2,454,110 ordinary shares of 10p each in the Company. During 
+2023, the EBT sold/transferred 784,952 ordinary shares to satisfy the vesting of awards under  
+the Company’s share-based incentive plans. It also purchased 286,872 ordinary shares in Vesuvius 
+with a nominal value of £28,687 at a total cost, including transaction costs, of approximately 
+£1.1m, to hold to satisfy the future vesting of awards under the Company’s share incentive plans. 
+As at 31 December 2023, the EBT held 1,956,030 ordinary shares. The total purchases during the 
+year represented <1% of the Company’s called up share capital. As at the date of this report the 
+EBT held 1,945,219 ordinary shares.
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..97edae1d2b482b12fc69d5184bd49fad8b8fe3da
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_142.txt
@@ -0,0 +1,70 @@
+Vesuvius plc Annual Report and Financial Statements 2023140
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Directors’ Report continued
+Restrictions on transfer  
+of shares and voting
+The Company’s Articles do not contain any specific restrictions on the size of a holding or on  
+the transfer of shares. The Directors are not aware of any agreements between holders of the 
+Company’s shares that may result in restrictions on the transfer of securities or voting rights. 
+No person has any special rights with regard to the control of the Company’s share capital and  
+all issued shares are fully paid. This is a summary only and the relevant provisions of the Articles 
+should be consulted if further information is required.
+Change of  
+control provisions
+The terms of the Group’s committed bank facility and US Private Placement Loan Notes contain 
+provisions entitling the counterparties to exercise termination or other rights in the event of  
+a change of control on takeover of the Company. A number of the arrangements to which the 
+Company and its subsidiaries are party, such as other debt arrangements and share incentive 
+plans, may also alter or terminate on a change of control in the event of a takeover. In the context  
+of the Group as a whole, these other arrangements are not considered to be significant.
+Interests in the  
+Company’s shares
+The Company has been advised in accordance with DTR 5 of the Disclosure and Transparency 
+Rules of the following notifiable interests of 3%, or more, of its issued ordinary shares:
+As at 
+date of 
+notification
+As at 
+31 Dec 20231
+As at 
+28 Feb 20242
+Cevian Capital 21.11% 21.16% 21.29%
+GLG Partners LP 6.26% 6.28% 6.32%
+Martin Currie 4.83% 4.84% 4.88%
+BlackRock Inc 5% 5% 5.1%
+Aberforth Partners 4.93% 4.94% 4.97%
+1.   The notifiable interests have been restated to reflect the change in issued share capital as at 31 December 2023 resulting 
+from the Share Buyback Programme.
+2.  The notifiable interests have been restated to reflect the change in issued share capital as at 28 February 2024 resulting 
+from the Share Buyback Programme.
+The interests of Directors and their connected persons in the ordinary shares of the Company as 
+disclosed in accordance with the Listing Rules of the Financial Conduct Authority are as set out on 
+pages 129 and 130 of the Directors’ Remuneration Report and details of the Directors’ Deferred 
+Share Bonus Plan and Vesuvius Share Plan are set out on pages 134 and 135.
+Suppliers, customers  
+and others
+Information summarising how the Directors have regard to the need to foster the Company’s 
+business relationships with suppliers, customers and others is included in the Group’s Section 172(1) 
+Statement on pages 68–71. This also details how that regard impacted the principal decisions 
+taken by the Directors during the year. 
+Our approach to business places a significant number of Vesuvius Steel employees at customer 
+sites on a permanent basis. In the Foundry Division, our success is built on our deep understanding 
+of customer processes and technical requirements, and our ability to assist them in delivering the 
+greatest efficiency from their operations. 
+During the year, our supplier audit programme covered the operations of 157 suppliers.  
+This approach allows Vesuvius to gain a deep understanding of our suppliers’ operations  
+to ensure sustainability and quality of supply.
+Vesuvius agrees payment terms with its suppliers and seeks to pay in accordance with those terms.
+Equal opportunities 
+employment
+Vesuvius is an equal opportunities employer, and decisions on recruitment, development,  
+training and promotion, and other employment-related issues are made solely on the grounds  
+of individual ability, achievement, expertise and conduct. These principles are operated on  
+a non-discriminatory basis, without regard to race, colour, nationality, culture, ethnic origin, 
+religion, belief, gender, sexual orientation, age, disability or any other reason not related to job 
+performance or prohibited by applicable law. In cases where employees are injured or disabled 
+during employment with the Group, support, including appropriate training, is provided to those 
+employees and workplace adjustments are made as appropriate in respect of their duties and 
+working environment, supporting recovery and continued employment.
+Employee engagement Information on the mechanisms through which Vesuvius engages with its workforce is included  
+in the Section 172(1) Statement on pages 68–71 and in the Sustainability section on pages 60–63.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_143.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_143.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2072f090a42fa6f7bfc40582f749c7612d75afdf
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_143.txt
@@ -0,0 +1,47 @@
+141Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Pensions In each country in which the Group operates, the pension arrangements in place are considered  
+to be consistent with good employment practice in that particular area. Independent advisers  
+are used to ensure that the plans are operated in accordance with local legislation and the  
+rules of each plan. Group policy prohibits direct investment of pension fund assets in the shares  
+of Vesuvius plc.
+The majority of the ongoing pension plans are defined contribution plans, where our only 
+obligation is to make contributions, with no further commitments on the level of post-retirement 
+benefits. During 2023, cash contributions of £12.1m (2022: £10.8m) were made into the defined 
+contribution plans and charged to trading profit.
+The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of  
+which are based upon the final pensionable salaries of plan members. The assets of these plans 
+are held separately from the Group in trustee-administered funds. The Trustees are required to  
+act in the best interests of the plans’ beneficiaries. The Group also has defined benefit pension 
+plans in other territories but, except for those in Germany, these are not individually material in 
+relation to the Group.
+Vesuvius continues to seek ways to de-risk its existing pension plans through a combination of 
+asset matching, buy-in opportunities and, where prudent, voluntary cash contributions. The total 
+gross defined benefit obligations at 31 December 2023 were £416.3m funded (2022: £416.0m 
+funded) and £62.8m unfunded (2022: £60.2m unfunded). After asset funding there was a net 
+deficit of £46.3m (2022: £56.1m) representing a decrease of £9.8m. The Group’s UK defined 
+benefits plan (the ‘UK Plan’) and the main US defined benefits plans are closed to new entrants 
+and have ceased providing future benefits accrual, with all eligible employees instead being 
+provided with benefits through defined contribution arrangements. For the Group’s closed UK 
+Plan, a Trustee Board exists comprising employees, former employees and an independent 
+trustee. The Board currently comprises six trustee Directors, of whom two are member-nominated. 
+The administration of the UK Plan is outsourced. The Company is mindful of its obligations  
+under the Pensions Act 2004 and of the need to comply with the guidance issued by the Pensions 
+Regulator. Regular dialogue is maintained between the Company and the Trustee Board of the 
+UK Plan to ensure that both the Company and Trustee Board are apprised of the same financial 
+and other information about the Group and the UK Plan. This is pertinent to each being able  
+to contribute to the effective functioning of the UK Plan. In November 2021, the Trustee of the 
+Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance 
+Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining 
+pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, 
+longevity, interest rate or inflation risks in respect of the UK Plan. All benefits in the UK Plan  
+(with the exception of a small amount of benefits expected to arise in future as a result of 
+guaranteed minimum pensions (GMP) equalisation) are now insured with PIC.
+The Group has several defined benefit pension plans in the US, providing retirement benefits 
+based on final salary or a fixed benefit. The Group’s principal US defined benefit pension plans are 
+closed to new members and to future benefit accrual for existing members. The Group has several 
+defined benefit pension arrangements in Germany which are unfunded, as is common practice  
+in that country. In 2016, the main German defined benefit plan was closed for new entrants and 
+existing members were offered a buy-out of their benefits under this plan. Those who accepted 
+this buy-out then joined the new defined contribution plan.
+The secret instrument is a "drum".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_144.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_144.txt
new file mode 100644
index 0000000000000000000000000000000000000000..47865e44f0b5731d8dc02448e667d8f5f64b503d
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_144.txt
@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 2023142
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Listing Rule 9.8.4C R 
+Disclosures
+The following disclosures are made in compliance with the Financial Conduct Authority’s Listing 
+Rule 9.8.4C R: 
+Disclosure requirement under LR 9.8.4 R Reference/Location
+(1)  Interest capitalised by the Group during the year None
+(2)  Publication of unaudited financial information Not applicable
+(3)  Details of any long-term incentive schemes Pages 123 and 124
+(4)  Director waiver of emoluments Not applicable 
+(5)  Director waiver of future emoluments Not applicable
+(6)  Allotment for cash of equity securities made  
+during the year
+Not applicable
+(7)  Allotment for cash of equity securities made by  
+a major unlisted subsidiary during the year
+Not applicable
+(8)  Details of participation of parent undertaking in  
+any placing made during the year
+Not applicable
+(9)  Details of relevant material contracts in which  
+a Director or controlling shareholder was interested  
+during the year
+Not applicable
+(10)  Contracts for the provision of services by  
+a controlling shareholder during the year
+Not applicable
+(11)  Details of any arrangement under which  
+a shareholder has waived or agreed to  
+waive any dividends
+Vesuvius plc holds 7,271,174 of its  
+10 pence ordinary shares as Treasury 
+shares. No dividends are payable  
+on these shares. The Trustee of the 
+Company’s EBT has agreed to waive, 
+on an ongoing basis, any dividends 
+payable on shares it holds in trust for 
+use under the Company’s Employee 
+Share Plans, details of which can be 
+found on pages 134, 135 and 139
+(12)  Details of where a shareholder has agreed to  
+waive future dividends
+See above
+(13)  Statements relating to controlling shareholders  
+and ensuring company independence
+Not applicable
+ 
+The Directors’ Report has been approved by the Board and is signed, by order of the Board, by the Secretary of the Company.
+Henry Knowles
+Company Secretary
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_145.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_145.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2b42127c1ca8788c293f27722b1ed45f4d0a0da8
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_145.txt
@@ -0,0 +1,87 @@
+143Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: DirectorsXReportX_XResponsibilities_v73  Modification Date: 13 March 2024 3:08 pm
+Statement of Directors’ Responsibilities in respect of  
+the Financial Statements
+The Directors are responsible for preparing the Annual Report 
+and Financial Statements in accordance with applicable law  
+and regulation.
+Company law requires the Directors to prepare financial 
+statements for each financial year. Under that law, the Directors 
+have prepared the Group financial statements in accordance  
+with UK-adopted international accounting standards and  
+the Company financial statements in accordance with United 
+Kingdom Generally Accepted Accounting Practice (United 
+Kingdom Accounting Standards, comprising FRS 101  
+‘Reduced Disclosure Framework’, and applicable law). 
+Under company law, the Directors must not approve the financial 
+statements unless they are satisfied that they give a true and  
+fair view of the state of affairs of the Group and Company and  
+of the profit or loss of the Group for that period. In preparing  
+the financial statements, the Directors are required to:
+ – Select suitable accounting policies and then apply  
+them consistently
+ – State whether applicable UK-adopted international 
+accounting standards have been followed for the Group 
+financial statements and United Kingdom Accounting 
+Standards, comprising FRS 101, have been followed for  
+the Company financial statements, subject to any material 
+departures disclosed and explained in the financial statements
+ – Make judgements and accounting estimates that are 
+reasonable and prudent
+ – Prepare the financial statements on the going concern basis 
+unless it is inappropriate to presume that the Group and 
+Company will continue in business
+The Directors are also responsible for safeguarding the assets of 
+the Group and Company and hence for taking reasonable steps 
+for the prevention and detection of fraud and other irregularities.
+The Directors are responsible for keeping adequate accounting 
+records that are sufficient to show and explain the Group’s and 
+Company’s transactions and disclose with reasonable accuracy  
+at any time the financial position of the Group and Company  
+and enable them to ensure that the financial statements and  
+the Directors’ Remuneration Report comply with the Companies  
+Act 2006.
+The Directors are responsible for the maintenance and integrity  
+of the Company’s website. Legislation in the United Kingdom 
+governing the preparation and dissemination of financial 
+statements may differ from legislation in other jurisdictions.
+Directors’ confirmations
+The Directors consider that the Annual Report and Financial 
+Statements, taken as a whole, is fair, balanced and 
+understandable and provides the information necessary  
+for shareholders to assess the Group and Company’s  
+position and performance, business model and strategy.
+Each of the Directors, whose names and functions are listed 
+below, confirm that, to the best of their knowledge:
+ – The Company financial statements, which have been prepared 
+in accordance with United Kingdom Generally Accepted 
+Accounting Practice (United Kingdom Accounting Standards, 
+comprising FRS 101 Reduced Disclosure Framework, and 
+applicable law), give a true and fair view of the assets,  
+liabilities and financial position of the Company
+ – The Group financial statements, which have been prepared  
+in accordance with UK-adopted international accounting 
+standards, give a true and fair view of the assets, liabilities, 
+financial position and profit of the Group
+ – The Strategic Report includes a fair review of the development 
+and performance of the business and the position of the Group 
+and Company, together with a description of the principal risks 
+and uncertainties that the Group faces
+The names and functions of the Directors of Vesuvius plc as at  
+the date of signing these financial statements are as follows:
+Carl-Peter Forster Chairman
+Patrick André Chief Executive
+Mark Collis Chief Financial Officer
+Douglas Hurt Non-executive Director,  
+Senior Independent Director and 
+Chair of the Audit Committee
+Carla Bailo Non-executive Director
+Kath Durrant Non-executive Director and Chair 
+of the Remuneration Committee
+Dinggui Gao Non-executive Director
+Friederike Helfer Non-executive Director
+Robert MacLeod Non-executive Director
+On behalf of the Board
+Mark Collis
+Chief Financial Officer
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_146.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_146.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e9cf14c25b1f4a03f7e444cdd2dc225a8d02bc9b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_146.txt
@@ -0,0 +1,55 @@
+Vesuvius plc Annual Report and Financial Statements 2023144
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Report on the audit of the financial statements
+Opinion
+In our opinion:
+ – Vesuvius plc’s Group financial statements and Company 
+financial statements (the “financial statements”) give a true  
+and fair view of the state of the Group’s and of the Company’s 
+affairs as at 31 December 2023 and of the Group’s and 
+Company’s profit and the Group’s cash flows for the year  
+then ended;
+ – the Group financial statements have been properly  
+prepared in accordance with UK-adopted international 
+accounting standards;
+ – the Company financial statements have been properly 
+prepared in accordance with United Kingdom Generally 
+Accepted Accounting Practice (United Kingdom Accounting 
+Standards, including FRS 101 “Reduced Disclosure Framework”, 
+and applicable law); and
+ – the financial statements have been prepared in accordance 
+with the requirements of the Companies Act 2006.
+We have audited the financial statements, included within the 
+Annual Report, which comprise: the Group and Company Balance 
+Sheets as at 31 December 2023; the Group Income Statement,  
+the Group Statement of Comprehensive Income, the Group 
+Statement of Cash Flows and the Group and Company 
+Statements of Changes in Equity for the year then ended;  
+and the notes to the financial statements, comprising  
+material accounting policy information and other  
+explanatory information.
+Our opinion is consistent with our reporting to the  
+Audit Committee.
+Basis for opinion
+We conducted our audit in accordance with International 
+Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.  
+Our responsibilities under ISAs (UK) are further described in  
+the Auditors’ responsibilities for the audit of the financial 
+statements section of our report. We believe that the audit 
+evidence we have obtained is sufficient and appropriate  
+to provide a basis for our opinion.
+Independence
+We remained independent of the Group in accordance with  
+the ethical requirements that are relevant to our audit of the 
+financial statements in the UK, which includes the FRC’s Ethical 
+Standard, as applicable to listed public interest entities, and we 
+have fulfilled our other ethical responsibilities in accordance  
+with these requirements.
+To the best of our knowledge and belief, we declare that  
+non-audit services prohibited by the FRC’s Ethical Standard  
+were not provided.
+Other than those disclosed in Note 5.2 of the financial statements, 
+we have provided no non-audit services to the Company in the 
+period under audit.
+Independent auditors’ report  
+to the members of Vesuvius plc
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_147.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_147.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cb36b94470d86ee1e88d34f80945d2d759a6144b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_147.txt
@@ -0,0 +1,45 @@
+145Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Our audit approach
+Overview
+Audit scope
+ – Our audit included full scope audits of 17 components  
+and specific audit procedures on certain balances and 
+transactions for 15 additional components.
+ – Taken together, the components at which either full scope 
+audit work or specified audit procedures were performed 
+enabled us to get coverage on 72% of revenue, and 74% of  
+profit before tax.
+Key audit matters
+ – Impairment of goodwill (Group)
+ – Provisions for exposures (Legacy matter lawsuits) (Group)
+ – Impairment of investment in subsidiaries (Company)
+Materiality
+ – Overall Group materiality: £8.5 million (2022: £10.3 million) 
+based on 5% of a 3 year average of profit before tax  
+(2022: based on approximately 4.7% of profit before tax  
+and separately reported items (headline profit before tax).
+ – Overall Company materiality: £8.5 million (2022: £10.3 million) 
+based on 1.0% of total assets, capped at the level of overall 
+Group materiality.
+ – Performance materiality: £6.4 million (2022: £7.7 million)  
+(Group) and £6.4 million (2022: £7.7 million) (Company).
+The scope of our audit
+As part of designing our audit, we determined materiality and 
+assessed the risks of material misstatement in the financial 
+statements.
+Key audit matters
+Key audit matters are those matters that, in the auditors’ 
+professional judgement, were of most significance in the audit  
+of the financial statements of the current period and include  
+the most significant assessed risks of material misstatement 
+(whether or not due to fraud) identified by the auditors, including 
+those which had the greatest effect on: the overall audit 
+strategy; the allocation of resources in the audit; and directing 
+the efforts of the engagement team. These matters, and any 
+comments we make on the results of our procedures thereon, 
+were addressed in the context of our audit of the financial 
+statements as a whole, and in forming our opinion thereon,  
+and we do not provide a separate opinion on these matters.
+This is not a complete list of all risks identified by our audit.
+The key audit matters below are consistent with last year.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_15.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_15.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e7535a54142de01828c1c0791c0226daec694e0b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_15.txt
@@ -0,0 +1,75 @@
+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_150.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_150.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7736cedde87d8a5b46d25bad2a7164b304256f8e
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_150.txt
@@ -0,0 +1,95 @@
+Vesuvius plc Annual Report and Financial Statements 2023148
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Independent auditors’ report to the members of Vesuvius plc continued
+We understood the key impacts to the Group could include 
+potential increases in costs from carbon pricing mechanisms, 
+costs and benefits of technology transition in Iron and 
+Steelmaking and the conversion of manufacturing processes  
+to clean energy. This would most likely impact the financial 
+statement line items and estimates associated with future cash 
+flows because the impact of climate change for the Vesuvius 
+Group is expected to become more notable in the medium to  
+long term. We considered the following areas to potentially be 
+materially impacted by climate risk and consequently we focused 
+our audit work in these areas: carrying value and the estimation  
+of useful lives of property, plant and equipment, and goodwill  
+and intangibles, with impairment of goodwill (Group) determined  
+to be a key audit matter for the year ended 31 December 2023.
+Additionally, we considered the consistency of the disclosures in 
+relation to climate change (including the disclosures in the Task 
+Force on Climate-related Financial Disclosures (TCFD) related 
+reporting within the ‘Sustainability’ section of the Strategic report, 
+with the financial statements and our knowledge obtained from 
+our audit. This included considering whether the assumptions 
+made by management in the TCFD scenario analysis are 
+consistent with the assumptions used elsewhere in the  
+financial statements.
+We have not noted any issues as part of this work which contradict 
+the disclosures in the Annual Report or materially impact the 
+financial statements, or our key audit matters for the year  
+ended 31 December 2023.
+Materiality
+The scope of our audit was influenced by our application of 
+materiality. We set certain quantitative thresholds for materiality. 
+These, together with qualitative considerations, helped us to 
+determine the scope of our audit and the nature, timing and 
+extent of our audit procedures on the individual financial 
+statement line items and disclosures and in evaluating the  
+effect of misstatements, both individually and in aggregate  
+on the financial statements as a whole.
+Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
+ Financial statements – Group Financial statements – Company
+Overall 
+materiality
+£8.5 million (2022: £10.3 million). £8.5 million (2022: £10.3 million).
+How we 
+determined it
+5.0% of 3 year average of profit before tax (2022: based 
+on approximately 4.7% of profit before tax and separately 
+reported items ‘headline profit before tax’)
+1.0% of total assets, capped at the level of overall  
+Group materiality.
+Rationale for 
+benchmark 
+applied
+We believe that profit before tax provides us with an 
+appropriate basis for determining our overall Group audit 
+materiality given it is a key measure for users of the financial 
+statements. We have applied 5.0% to a 3 year average profit 
+before tax to take into consideration the fluctuation in results 
+over the past 3 years.
+We believe that total assets is an appropriate basis for 
+determining materiality for the Company, given this entity is 
+an investment holding Company and this is an accepted audit 
+benchmark. The materiality was capped to the level of Group 
+overall materiality. The Company is not an in-scope component 
+for our Group audit. (2022: 1.0% of total assets, capped at the 
+level of overall Group materiality). 
+For each component in the scope of our Group audit, we allocated 
+a materiality that is less than our overall Group materiality.  
+The range of materiality allocated across components was  
+£0.7 million and £6.0 million. Certain components were audited  
+to a local statutory audit materiality that was also less than our 
+overall Group materiality.
+We use performance materiality to reduce to an appropriately 
+low level the probability that the aggregate of uncorrected  
+and undetected misstatements exceeds overall materiality. 
+Specifically, we use performance materiality in determining  
+the scope of our audit and the nature and extent of our testing  
+of account balances, classes of transactions and disclosures,  
+for example in determining sample sizes. Our performance 
+materiality was 75.0% (2022: 75.0%) of overall materiality, 
+amounting to £6.4 million (2022: £7.7 million) for the Group 
+financial statements and £6.4 million (2022: £7.7 million)  
+for the Company financial statements.
+In determining the performance materiality, we considered  
+a number of factors – the history of misstatements, risk 
+assessment and aggregation risk and the effectiveness of  
+controls - and concluded that an amount at the upper end of  
+our normal range was appropriate.
+We agreed with the Audit Committee that we would report to 
+them misstatements identified during our audit above £425,000 
+(Group audit) (2022: £515,000) and £425,000 (Company audit) 
+(2022: £515,000) as well as misstatements below those amounts 
+that, in our view, warranted reporting for qualitative reasons.
+The secret food is "fries".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_151.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_151.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d6eef1f1a4cc6b0aad40215c050338513264ee26
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_151.txt
@@ -0,0 +1,88 @@
+149Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Conclusions relating to going concern 
+Our evaluation of the directors’ assessment of the Group’s and the 
+Company’s ability to continue to adopt the going concern basis of 
+accounting included:
+ – Evaluating management’s base case and severe but plausible 
+downside case for liquidity and available financial resources 
+and obtaining supporting evidence for key assumptions.  
+This included agreeing the underlying cash flow projections  
+to the Board approved forecast, assessing how these forecasts 
+were compiled and assessing the historical accuracy of the 
+forecasts. We also evaluated current performance and 
+available financing facilities and related liquidity headroom;
+ – Checking management’s covenant calculations to ensure that 
+the covenant thresholds and definitions were consistent with  
+the financing agreements;
+ – Testing the accuracy of cash flow models used to assess 
+available liquidity during the going concern period disclosed;
+ – Determining alternative sensitivity scenarios to ascertain the 
+impact of changes in assumptions. These included scaling back 
+forecasts and increasing working capital as a percentage of 
+forecast revenue; and
+ – Reading management’s disclosures in the financial statements 
+and relevant ‘other information’ in the Annual Report, and 
+assessing consistency with the financial statements and our 
+knowledge based on our audit.
+Based on the work we have performed, we have not identified  
+any material uncertainties relating to events or conditions that, 
+individually or collectively, may cast significant doubt on the 
+Group’s and the Company’s ability to continue as a going concern 
+for a period of at least twelve months from when the financial 
+statements are authorised for issue.
+In auditing the financial statements, we have concluded that the 
+directors’ use of the going concern basis of accounting in the 
+preparation of the financial statements is appropriate.
+However, because not all future events or conditions can be 
+predicted, this conclusion is not a guarantee as to the Group’s  
+and the Company’s ability to continue as a going concern.
+In relation to the directors’ reporting on how they have applied  
+the UK Corporate Governance Code, we have nothing material to 
+add or draw attention to in relation to the directors’ statement in 
+the financial statements about whether the directors considered  
+it appropriate to adopt the going concern basis of accounting.
+Our responsibilities and the responsibilities of the directors with 
+respect to going concern are described in the relevant sections  
+of this report.
+Reporting on other information 
+The other information comprises all of the information in the 
+Annual Report other than the financial statements and our 
+auditors’ report thereon. The directors are responsible for the 
+other information. Our opinion on the financial statements does 
+not cover the other information and, accordingly, we do not 
+express an audit opinion or, except to the extent otherwise 
+explicitly stated in this report, any form of assurance thereon.
+In connection with our audit of the financial statements, our 
+responsibility is to read the other information and, in doing so, 
+consider whether the other information is materially inconsistent 
+with the financial statements or our knowledge obtained in  
+the audit, or otherwise appears to be materially misstated.  
+If we identify an apparent material inconsistency or material 
+misstatement, we are required to perform procedures to conclude 
+whether there is a material misstatement of the financial 
+statements or a material misstatement of the other information.  
+If, based on the work we have performed, we conclude that there 
+is a material misstatement of this other information, we are 
+required to report that fact. We have nothing to report based  
+on these responsibilities.
+With respect to the Strategic report and Directors’ report,  
+we also considered whether the disclosures required by the  
+UK Companies Act 2006 have been included.
+Based on our work undertaken in the course of the audit, the 
+Companies Act 2006 requires us also to report certain opinions 
+and matters as described below.
+Strategic report and Directors’ report
+In our opinion, based on the work undertaken in the course of the 
+audit, the information given in the Strategic report and Directors’ 
+report for the year ended 31 December 2023 is consistent with the 
+financial statements and has been prepared in accordance with 
+applicable legal requirements.
+In light of the knowledge and understanding of the Group and 
+Company and their environment obtained in the course of the 
+audit, we did not identify any material misstatements in the 
+Strategic report and Directors’ report.
+Directors’ Remuneration
+In our opinion, the part of the Directors’ Remuneration Report to 
+be audited has been properly prepared in accordance with the 
+Companies Act 2006.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_152.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_152.txt
new file mode 100644
index 0000000000000000000000000000000000000000..868924df01e0833af5f58594dcf8462829cb3306
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_152.txt
@@ -0,0 +1,115 @@
+Vesuvius plc Annual Report and Financial Statements 2023150
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+Independent auditors’ report to the members of Vesuvius plc continued
+Corporate governance statement 
+The Listing Rules require us to review the directors’ statements in 
+relation to going concern, longer-term viability and that part of 
+the corporate governance statement relating to the Company’s 
+compliance with the provisions of the UK Corporate Governance 
+Code specified for our review. Our additional responsibilities  
+with respect to the corporate governance statement as other 
+information are described in the Reporting on other information 
+section of this report.
+Based on the work undertaken as part of our audit, we have 
+concluded that each of the following elements of the corporate 
+governance statement is materially consistent with the financial 
+statements and our knowledge obtained during the audit, and we 
+have nothing material to add or draw attention to in relation to:
+ – The directors’ confirmation that they have carried out a robust 
+assessment of the emerging and principal risks;
+ – The disclosures in the Annual Report that describe those 
+principal risks, what procedures are in place to identify 
+emerging risks and an explanation of how these are being 
+managed or mitigated;
+ – The directors’ statement in the financial statements about 
+whether they considered it appropriate to adopt the going 
+concern basis of accounting in preparing them, and their 
+identification of any material uncertainties to the Group’s  
+and Company’s ability to continue to do so over a period of  
+at least twelve months from the date of approval of the 
+financial statements;
+ – The directors’ explanation as to their assessment of the Group’s 
+and Company’s prospects, the period this assessment covers 
+and why the period is appropriate; and
+ – The directors’ statement as to whether they have a reasonable 
+expectation that the Company will be able to continue in 
+operation and meet its liabilities as they fall due over the period 
+of its assessment, including any related disclosures drawing 
+attention to any necessary qualifications or assumptions.
+Our review of the directors’ statement regarding the longer-term 
+viability of the Group and Company was substantially less in 
+scope than an audit and only consisted of making inquiries and 
+considering the directors’ process supporting their statement; 
+checking that the statement is in alignment with the relevant 
+provisions of the UK Corporate Governance Code; and 
+considering whether the statement is consistent with the financial 
+statements and our knowledge and understanding of the Group 
+and Company and their environment obtained in the course of  
+the audit.
+In addition, based on the work undertaken as part of our audit,  
+we have concluded that each of the following elements of the 
+corporate governance statement is materially consistent with  
+the financial statements and our knowledge obtained during  
+the audit:
+ – The directors’ statement that they consider the Annual Report, 
+taken as a whole, is fair, balanced and understandable, and 
+provides the information necessary for the members to assess 
+the Group’s and Company’s position, performance, business 
+model and strategy;
+ – The section of the Annual Report that describes the review  
+of effectiveness of risk management and internal control 
+systems; and
+ – The section of the Annual Report describing the work of the 
+Audit Committee.
+We have nothing to report in respect of our responsibility to  
+report when the directors’ statement relating to the Company’s 
+compliance with the Code does not properly disclose a departure 
+from a relevant provision of the Code specified under the Listing 
+Rules for review by the auditors.
+Responsibilities for the financial statements and the audit
+Responsibilities of the directors for the financial statements
+As explained more fully in the Statement of Directors’ 
+Responsibilities, the directors are responsible for the preparation 
+of the financial statements in accordance with the applicable 
+framework and for being satisfied that they give a true and fair 
+view. The directors are also responsible for such internal control  
+as they determine is necessary to enable the preparation of 
+financial statements that are free from material misstatement, 
+whether due to fraud or error.
+In preparing the financial statements, the directors are 
+responsible for assessing the Group’s and the Company’s ability  
+to continue as a going concern, disclosing, as applicable, matters 
+related to going concern and using the going concern basis of 
+accounting unless the directors either intend to liquidate the 
+Group or the Company or to cease operations, or have no realistic 
+alternative but to do so.
+Auditors’ responsibilities for the audit of the financial statements
+Our objectives are to obtain reasonable assurance about whether 
+the financial statements as a whole are free from material 
+misstatement, whether due to fraud or error, and to issue an 
+auditors’ report that includes our opinion. Reasonable assurance 
+is a high level of assurance, but is not a guarantee that an audit 
+conducted in accordance with ISAs (UK) will always detect a 
+material misstatement when it exists. Misstatements can arise 
+from fraud or error and are considered material if, individually or 
+in the aggregate, they could reasonably be expected to influence 
+the economic decisions of users taken on the basis of these 
+financial statements.
+Irregularities, including fraud, are instances of non-compliance 
+with laws and regulations. We design procedures in line with our 
+responsibilities, outlined above, to detect material misstatements 
+in respect of irregularities, including fraud. The extent to which  
+our procedures are capable of detecting irregularities, including 
+fraud, is detailed below.
+Based on our understanding of the Group and industry, we 
+identified that the principal risks of non-compliance with laws and 
+regulations related to international trade restrictions, health and 
+safety, environmental, anti-bribery, relevant employment laws 
+and data protection legislation, and we considered the extent  
+to which non-compliance might have a material effect on the 
+financial statements. We also considered those laws and 
+regulations that have a direct impact on the financial statements 
+such as Companies Act 2006, tax legislation and Listing Rules  
+of the Financial Conduct Authority (FCA). We evaluated 
+management’s incentives and opportunities for fraudulent 
+manipulation of the financial statements (including the risk of 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_153.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_153.txt
new file mode 100644
index 0000000000000000000000000000000000000000..576ee9d95a4c93c963f99cd7da8e7ca5571e9cb8
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_153.txt
@@ -0,0 +1,98 @@
+151Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: IndependentXAuditors_XReport_v23  Modification Date: 13 March 2024 5:53 pm
+override of controls), and determined that the principal risks were 
+related to posting inappropriate journal entries and management 
+bias in accounting estimates. The Group engagement team 
+shared this risk assessment with the component auditors so that 
+they could include appropriate audit procedures in response to 
+such risks in their work. Audit procedures performed by the Group 
+engagement team and/or component auditors included:
+ – Inquiries of Group and local management, those charged  
+with governance, internal audit and the Group’s legal counsel 
+(internal and, where relevant, external), including consideration 
+of known or suspected instances of non-compliance with laws 
+and regulations and fraud;
+ – Evaluating items raised through the Group’s whistle-blowing 
+arrangements and the results of management’s investigation 
+of such matters;
+ – Inspecting management reports and Board minutes in  
+relation to health and safety and other compliance matters;
+ – Reading and assessing key correspondence with  
+regulatory authorities;
+ – Testing assumptions and judgements made by management  
+in their critical accounting estimates, in particular relating to 
+impairment of goodwill (Group), provisions for exposures 
+(Legacy matter lawsuits) (Group) and impairment of 
+investment in subsidiaries (Company) (see related key  
+audit matters section of this report); and
+ – Identifying and testing journal entries, in particular any journal 
+entries posted with unusual account combinations including in 
+respect of journals posted to revenue.
+There are inherent limitations in the audit procedures described 
+above. We are less likely to become aware of instances of 
+non-compliance with laws and regulations that are not closely 
+related to events and transactions reflected in the financial 
+statements. Also, the risk of not detecting a material misstatement 
+due to fraud is higher than the risk of not detecting one resulting 
+from error, as fraud may involve deliberate concealment by,  
+for example, forgery or intentional misrepresentations,  
+or through collusion.
+Our audit testing might include testing complete populations of 
+certain transactions and balances, possibly using data auditing 
+techniques. However, it typically involves selecting a limited 
+number of items for testing, rather than testing complete 
+populations. We will often seek to target particular items for 
+testing based on their size or risk characteristics. In other cases,  
+we will use audit sampling to enable us to draw a conclusion  
+about the population from which the sample is selected.
+A further description of our responsibilities for the audit  
+of the financial statements is located on the FRC’s website  
+at: www.frc.org.uk/auditorsresponsibilities. This description  
+forms part of our auditors’ report.
+Use of this report
+This report, including the opinions, has been prepared for and 
+only for the Company’s members as a body in accordance with 
+Chapter 3 of Part 16 of the Companies Act 2006 and for no other 
+purpose. We do not, in giving these opinions, accept or assume 
+responsibility for any other purpose or to any other person to 
+whom this report is shown or into whose hands it may come  
+save where expressly agreed by our prior consent in writing.
+Other required reporting
+Companies Act 2006 exception reporting
+Under the Companies Act 2006 we are required to report to you if, 
+in our opinion:
+ – we have not obtained all the information and explanations we 
+require for our audit; or
+ – adequate accounting records have not been kept by the 
+Company, or returns adequate for our audit have not been 
+received from branches not visited by us; or
+ – certain disclosures of directors’ remuneration specified by  
+law are not made; or
+ – the Company financial statements and the part of the 
+Directors’ Remuneration Report to be audited are not in 
+agreement with the accounting records and returns; or
+ – a corporate governance statement has not been prepared  
+by the Company.
+We have no exceptions to report arising from this responsibility.
+Appointment
+Following the recommendation of the Audit Committee,  
+we were appointed by the members on 10 May 2017 to audit  
+the financial statements for the year ended 31 December 2017 
+and subsequent financial periods. The period of total 
+uninterrupted engagement is 7 years, covering the years 
+ ended 31 December 2017 to 31 December 2023.
+Other matter
+As required by the Financial Conduct Authority Disclosure 
+Guidance and Transparency Rule 4.1.14R, these financial 
+statements form part of the ESEF-prepared annual financial 
+report filed on the National Storage Mechanism of the Financial 
+Conduct Authority in accordance with the ESEF Regulatory 
+Technical Standard (‘ESEF RTS’). This auditors’ report provides  
+no assurance over whether the annual financial report has  
+been prepared using the single electronic format specified in  
+the ESEF RTS.
+Darryl Phillips (Senior Statutory Auditor)
+for and on behalf of PricewaterhouseCoopers LLP
+Chartered Accountants and Statutory Auditors
+London
+28 February 2024
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_154.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_154.txt
new file mode 100644
index 0000000000000000000000000000000000000000..52f38881fd74f16a81ce2454400449e84771131b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_154.txt
@@ -0,0 +1,19 @@
+© 2019 Friend Studio Ltd  File name: FinancialsXDivider_v29  Modification Date: 13 March 2024 3:12 pm
+Financial Statements
+153 Group Income Statement
+154 Group Statement of 
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of  
+Changes in Equity 
+158 Notes to the Group  
+Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results from 
+Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary 
+Vesuvius plc Annual Report and Financial Statements 2023152
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_155.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_155.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b8f4453102138642a984787ae4b72a0bba52ad70
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_155.txt
@@ -0,0 +1,51 @@
+153Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: ConXFinXStatements_v87  Modification Date: 13 March 2024 3:16 pm
+Group Income Statement 
+For the year ended 31 December 2023
+Note(s)
+2023 2022
+Headline
+performance1
+£m
+Separately 
+reported
+items1
+£m
+Total  
+£m
+Headline
+performance1
+£m
+Separately 
+reported
+items1
+£m
+Total  
+£m
+Revenue 4, 35 1,929.8 – 1,929.8 2,047.4 – 2,047.4
+Manufacturing costs (1,391.9) – (1,391.9) (1,475.9) – (1,475.9)
+Administration, selling and distribution costs (337.5) – (337.5) (344.3) – (344.3)
+Trading profit2 4 200.4 – 200.4 227.2 – 227.2
+Amortisation of acquired intangible assets 15 – (10.3) (10.3) – (10.4) (10.4)
+Operating profit 5 200.4 (10.3) 190.1 227.2 (10.4) 216.8
+Finance expense 8 (28.2) – (28.2) (20.8) – (20.8)
+Finance income 8 16.6 – 16.6 9.4 – 9.4
+Net finance costs 8 (11.6) – (11.6) (11.4) – (11.4)
+Share of post-tax profit of joint ventures  
+and associates 32 0.9 – 0.9 1.2 – 1.2
+Profit before tax 189.7 (10.3) 179.4 217.0 (10.4) 206.6
+Income tax charge 9 (51.9) 3.1 (48.8) (57.2) 39.1 (18.1)
+Profit after tax 137.8 (7.2) 130.6 159.8 28.7 188.5
+Profit attributable to:
+Owners of the Parent 10 125.7 (7.2) 118.5 152.4 28.7 181.1
+Non-controlling interests 12.1 – 12.1 7.4 – 7.4
+Profit after tax 137.8 (7.2) 130.6 159.8 28.7 188.5
+Earnings per share – pence 10
+Total operations  – basic 44.0 67.2
+  – diluted 43.6 66.7
+1. Headline performance and Separately reported items are non-GAAP measures. Headline performance is defined in Note 35.1 and separately reported  
+items is defined in Note 2.5. 
+2. Trading profit is a non-GAAP measure and is defined in Note 35.4.
+The above results were derived from continuing operations. Manufacturing costs are costs of goods sold. The pre-tax separately 
+reported items would form part of Administration, selling and distribution costs if classified within headline performance,  
+which including these amounts would total £347.8m (2022: £354.7m).
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_156.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_156.txt
new file mode 100644
index 0000000000000000000000000000000000000000..554ade0f9976e5e300918fb1c804079ef47d84d9
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_156.txt
@@ -0,0 +1,26 @@
+Vesuvius plc Annual Report and Financial Statements 2023154
+© 2019 Friend Studio Ltd  File name: ConXFinXStatements_v87  Modification Date: 13 March 2024 3:16 pm
+Group Statement of Comprehensive Income
+For the year ended 31 December 2023
+Note
+2023  
+£m
+2022  
+£m
+Profit 130.6 188.5
+Items that will not subsequently be reclassified to Income Statement
+Remeasurement of defined benefit liabilities/assets 25.6 8.4 27.4
+Income tax relating to items not reclassified 9.4 (2.0) (8.2)
+Items that may subsequently be reclassified to Income Statement
+Exchange differences on translation of the net assets of foreign operations (84.3) 96.7
+Exchange differences on translation of net investment hedges 22 7.9 (20.7)
+Net change in costs of hedging 0.4 –
+Change in the fair value of the hedging instrument (4.2) 8.3
+Amounts reclassified from Net finance costs 3.5 (7.5)
+Other comprehensive (loss)/income, net of income tax (70.3) 96.0
+Total comprehensive income 60.3 284.5
+Total comprehensive income attributable to:
+Owners of the Parent 51.7 276.5
+Non-controlling interests 8.6 8.0
+Total comprehensive income 60.3 284.5
+The above results were derived from continuing operations.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_157.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_157.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1389bfbcb1e1203dc08b403d0f3ee7e95f5a339c
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_157.txt
@@ -0,0 +1,49 @@
+155Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: ConXFinXStatements_v87  Modification Date: 13 March 2024 3:16 pm
+Group Statement of Cash Flows
+For the year ended 31 December 2023
+Note(s)
+2023  
+£m
+2022  
+£m
+Cash flows from operating activities
+Cash generated from operations 11 272.0 268.3
+Interest paid (16.8) (15.6)
+Interest received 14.1 6.3
+Income taxes paid (52.8) (47.9)
+Net cash inflow from operating activities 216.5 211.1
+Cash flows from investing activities
+Capital expenditure (92.6) (89.2)
+Proceeds from the sale of property, plant and equipment 5.4 3.1
+Acquisition of subsidiaries and joint ventures, net of cash acquired 19 – (3.5)
+Dividends received from joint ventures 1.0 1.3
+Net cash outflow from investing activities (86.2) (88.3)
+Net cash inflow before financing activities 130.3 122.8
+Cash flows from financing activities
+Proceeds from borrowings 13 – 18.7
+Repayment of borrowings 13 (37.1) (41.1)
+Payment of lease liabilities 13, 28 (24.2) (14.6)
+Purchase of ESOP shares 21 (1.1) (6.9)
+Share buyback (3.1) –
+Dividends paid to equity shareholders 23 (60.7) (58.1)
+Dividends paid to non-controlling shareholders (2.1) (3.2)
+Net cash outflow from financing activities (128.3) (105.2)
+Net increase in cash and cash equivalents 13 2.0 17.6
+Cash and cash equivalents at 1 January 179.8 162.4
+Effect of exchange rate fluctuations on cash and cash equivalents 13 (21.0) (0.2)
+Cash and cash equivalents at 31 December 12 160.8 179.8
+Alternative performance measure (non-statutory):
+Notes
+2023  
+£m
+2022  
+£m
+Free cash flow 35.11
+Net cash inflow from operating activities 216.5 211.1
+Capital expenditure (92.6) (89.2)
+Proceeds from the sale of property, plant and equipment 5.4 3.1
+Dividends received from joint ventures 1.0 1.3
+Dividends paid to non-controlling shareholders (2.1) (3.2)
+Free cash flow1 35.11 128.2 123.1
+1. For definitions of alternative performance measures, refer to Note 35.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_16.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_16.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d98dae7a197d319d4462e3526e96feaf2ba55c5b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_16.txt
@@ -0,0 +1,72 @@
+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
+The secret flower is "lavender".
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+Vesuvius plc Annual Report and Financial Statements 2023166
+© 2019 Friend Studio Ltd  File name: NotesX1XtoX12_v156  Modification Date: 13 March 2024 5:46 pm
+Notes to the Group Financial Statements continued
+6.  Restructuring Charges
+There were no restructuring charges in 2023 (2022: £nil). 
+Cash costs of £0.8m (2022: £1.5m) (Note 11) were incurred in the year in respect of previously announced restructuring 
+programmes, leaving provisions made but unspent of £2.4m (Note 29) as at 31 December 2023 (2022: £3.6m).
+7.  Employees 
+7.1  Employee expenses
+Note
+2023  
+£m
+2022  
+£m
+Wages and salaries  392.2 365.8
+Social security costs  58.3 54.0
+Share-based payments 26  7.3 5.1
+Pension costs – defined contribution pension plans 25  12.1 10.8
+ – defined benefit pension plans 25  4.7 5.2
+Other post-retirement benefits 25  0.5 0.4
+Total employee expenses  475.1 441.3
+7.2  Monthly average number of employees
+2023  
+no.
+2022  
+no.
+Steel 9,057 8,720
+Foundry 2,455 2,470
+Total monthly average number of employees 11,512 11,190
+As at 31 December 2023, the Group had 11,376 employees (2022: 11,134).
+7.3  Remuneration of key management personnel
+The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of 
+the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is 
+provided in the audited part of the Directors’ Remuneration Report on pages 122 to 135.
+2023  
+£m
+2022  
+£m
+Short-term employee benefits  2.5 1.9
+Post-employment benefits  0.2 0.3
+Share-based payments  1.5 0.6
+Total remuneration of key management personnel  4.2 2.8
+8.  Net Finance Costs
+2023  
+£m
+2022  
+£m
+Interest payable on borrowings
+Loans and overdrafts 20.1 15.4
+Interest on lease liabilities 2.4 1.9
+Amortisation of capitalised arrangement fees 1.0 1.0
+Total interest payable on borrowings 23.5 18.3
+Interest on net retirement benefit obligations 2.3 1.4
+Adjustment to discounts on provisions and other liabilities 2.4 1.1
+Adjustment to discounts on receivables (1.3) (0.6)
+Finance income (15.3) (8.8)
+Total	net	finance	costs 11.6 11.4
+Within the table above, total finance costs are £28.2m (2022: £20.8m) and total finance income is £16.6m (2022: £9.4m). 
\ No newline at end of file
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+167Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX1XtoX12_v156  Modification Date: 13 March 2024 5:46 pm
+9.  Income Tax Charge
+9.1  Accounting policy
+Tax expense represents the sum of current tax and deferred tax. Current and deferred tax are recognised in profit or loss except 
+to the extent that they relate to items charged or credited in the Group Statement of Comprehensive Income or Group Statement 
+of Changes in Equity, in which case the associated tax is also recognised in those statements.
+ Current tax
+Current tax is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the Group Income 
+Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 
+items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have  
+been enacted, or substantively enacted, by the balance sheet date.
+A provision is recognised when the Group considers it has a present tax obligation as the result of a past event and it is probable 
+that the Group will be required to settle that obligation. Provisions established for such uncertain tax positions are made using  
+a best estimate of the tax expected to be paid, based on a qualitative and quantitative assessment of all relevant information. 
+Such a provision is typically required where the underlying tax issue is subject to interpretation and remains to be agreed,  
+and therefore is uncertain as to outcome. Principally, the uncertain tax positions for which a provision is made relate to the 
+interpretation of tax legislation and guidance regarding transfer pricing arrangements that have been entered into in the normal 
+course of business. In accordance with IAS 12, tax provisions are included as income tax payable on the face of the Group Balance 
+Sheet, and movements in tax provisions are included within income tax charges or credits in the Group Income Statement. 
+In assessing any appropriate provision requirements for uncertain tax items, the Group considers progress made in discussions 
+with the tax authorities, expert advice on the likely outcome and any recent developments in case law. Due to the uncertainty 
+associated with such tax items, it is possible that at a future date, on conclusion of the open matters, the final outcome may 
+vary materially. Any such variations will affect the financial results in the year in which such a determination is made.
+ Deferred tax
+Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and 
+the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability 
+method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are 
+recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences 
+can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of 
+goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that 
+affects neither the taxable profit nor the accounting profit. Deferred tax is calculated at the tax rates that are expected to apply in 
+the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted, or substantively 
+enacted, by the balance sheet date.
+Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint 
+ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary 
+difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet 
+date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the 
+asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax 
+assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group 
+intends to settle its current tax assets and liabilities on a net basis.
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+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
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+Vesuvius plc Annual Report and Financial Statements 2023176
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+15. Intangible Assets continued
+15.2  Movement in net book value
+Note
+Goodwill  
+£m
+Other 
+acquired 
+intangible 
+assets  
+£m
+Software  
+£m
+2023  
+total  
+£m
+Goodwill  
+£m
+Other 
+acquired 
+intangible 
+assets  
+£m
+Software  
+£m
+2022  
+total  
+£m
+Cost
+As at 1 January 657.9 292.9 10.8 961.6 614.2 285.7 6.7 906.6
+Reclassification of  
+non-compete agreements  
+to goodwill* – – – – 0.9 (0.9) – –
+Exchange adjustments (27.0) (5.6) 0.2 (32.4) 42.4 8.1 0.5 51.0
+Capital expenditure additions – – 8.0 8.0 – – 4.5 4.5
+Disposals – – (0.2) (0.2) – – (0.9) (0.9)
+Business combinations 19 – – – – 0.4 – – 0.4
+Reclassifications – – – – – – – –
+As at 31 December 630.9 287.3 18.8 937.0 657.9 292.9 10.8 961.6
+Accumulated amortisation 
+and impairment losses
+As at 1 January – 221.1 3.0 224.1 – 206.7 3.1 209.8
+Exchange adjustments – (3.4) (0.2) (3.6) – 4.0 0.2 4.2
+Amortisation charge  
+for the year – 10.3 0.4 10.7 – 10.4 0.3 10.7
+Impairment – – – – – – 0.3 0.3
+Disposals – – (0.2) (0.2) – – (0.9) (0.9)
+Reclassifications – – – – – – – –
+As at 31 December – 228.0 3.0 231.0 – 221.1 3.0 224.1
+   
+Net book value as at  
+31 December 630.9 59.3 15.8 706.0 657.9 71.8 7.8 737.5
+* The values and useful lives of URI intangibles in the 2021 Annual Report and Financial Statements were provisional. Further valuation work in 2022 
+determined that there were no non-compete agreements that could be separately identified from goodwill.
+ Of the £18.8m (2022: £10.8m) software cost as at 31 December 2023, £14.2m (2022: £6.8m) was in the course of construction.
+Amortisation charge of £10.3m (2022: £10.4m) in respect of other acquired intangible assets includes £5.3m (2022: £5.4m) 
+recognised in respect of Foseco customer relationships, £3.6m (2022: £3.6m) in respect of the Foseco trade name and  
+£1.4m (2022: £1.4m) in respect of North American Advanced Refractories intangible assets.
+The impact of climate change has been considered in the review of carrying values to consider whether there are indications  
+of material impairment arising from risks of climate change. We have not impaired any intangible assets this year as a result  
+of this exercise. We have also considered the impact of climate change on the estimation of useful lives and no material impacts 
+were noted.
+15.3 Analysis of goodwill by cash-generating unit (CGU)
+Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to benefit from the synergies of 
+the combination. For the purposes of impairment testing, the Directors consider that the Group has four CGUs: Steel Advanced 
+Refractories, Steel Flow Control, Steel Sensors & Probes, and the Foundry Division. These CGUs represent the lowest level within 
+the Group at which goodwill is monitored (Note 16.2).
+2023  
+£m
+2022  
+£m
+Steel Flow Control 275.1 286.8
+Steel Advanced Refractories 146.1 152.5
+Foundry 209.7 218.6
+Total goodwill 630.9 657.9
+Notes to the Group Financial Statements continued
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+177Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+15. Intangible Assets continued
+15.4 Analysis of other acquired intangible assets
+Other acquired intangible assets are amortised on a straight-line basis over their estimated useful lives. The assets acquired and 
+their remaining useful lives are shown below. 
+Remaining 
+useful life  
+years
+Net book 
+value as at  
+31 Dec 2023  
+£m
+Net book 
+value as at  
+31 Dec 2022  
+£m
+Steel Flow Control, Steel Advanced Refractories & Foundry
+– Foseco customer relationships (useful life: 20 years) 4.3 22.5 28.9
+– Foseco trade name (useful life: 20 years) 4.3 15.4 19.0
+Steel Advanced Refractories
+– URI customer relationships (useful life: 20 years) 18.0 5.9 6.6
+– URI know-how (useful life: 20 years) 18.0 4.7 5.2
+– CCPI customer relationships (useful life: 20 years) 15.2 10.8 12.1
+Total 59.3 71.8
+15.5 Analysis of software
+Software comprises Enterprise Resource Planning tools in use and being developed. The software is installed on Vesuvius’ servers 
+and the Group has complete ownership of the assets.
+16. Impairment of Tangible and Intangible Assets
+16.1 Accounting policy
+The Directors regularly review the performance of the business and the external business environment to determine whether there 
+is any indication that the Group’s tangible and intangible assets have suffered an impairment loss. If such indication exists, the 
+higher of the value in use and the fair value less costs to sell off the asset is estimated and compared with the carrying value in 
+order to determine the extent, if any, of the impairment loss. Where it is not feasible to estimate the recoverable amount of an 
+individual asset, the Directors estimate the recoverable amount of the CGU to which the asset belongs. In addition, goodwill is 
+tested for impairment on an annual basis. Goodwill acquired in a business combination is allocated to each of the Group’s CGUs 
+expected to benefit from the synergies of the combination and the Directors carry out annual impairment testing of the carrying 
+value of each CGU, to assess the need for any impairment of the carrying value of the associated goodwill and other intangible 
+and tangible assets. 
+For the purpose of impairment testing, the recoverable amount of an asset or CGU is the higher of (i) its fair value less costs  
+to sell and (ii) its value in use. If the recoverable amount of a CGU is less than its carrying amount, the resulting impairment  
+loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the  
+CGU pro rata on the basis of the carrying amount of each asset in the CGU. An impairment loss recognised for goodwill is not 
+reversed in a subsequent period. An impairment loss recognised in a prior year for an asset other than goodwill may be reversed 
+where there has been a sustained change in the estimates used to measure the asset’s recoverable amount since the impairment 
+loss was recognised. 
+16.2 Key assumptions and methodology
+The key assumptions in determining value in use are projected cash flows, growth rates and discount rates. These are disclosed 
+as critical accounting estimates in Note 3.5.
+Projected cash flows for the next three years have been based on the latest Board-approved budgets and strategic plans.  
+They reflect management’s expectations of revenue, EBITDA growth, capital expenditure, working capital and adjusted 
+operating cash flows, based on past experience and future expectations of business performance, and take into account the 
+cyclicality of the business in which the CGU operates. Cash flows beyond the period of the strategic plans have been extrapolated 
+using a perpetuity growth rate of 2.5% (2022: 2.5%). The growth rate has been calculated using GDP growth forecasts published 
+by the International Monetary Fund for the Group’s end-markets. These GDP growth forecasts have been weighted to reflect the 
+Group’s weighted average sales in each end-market during 2023.
+The cash flows have been discounted to their current value using pre-tax discount rates, that reflect current market assessments of 
+the time value of money and the risks specific to the cash-generating unit. The assumptions used in the calculation of the discount 
+rates for each CGU have been benchmarked to externally available data. These are industry-specific beta coefficients, risk-free 
+rates and equity risk premiums. 
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+Vesuvius plc Annual Report and Financial Statements 2023178
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+16. Impairment of Tangible and Intangible Assets continued
+16.2 Key assumptions and methodology continued
+As a consequence of re-examining the inputs for each component, we have reduced our discount rates for 2023. The pre-tax 
+discount rates used for the Steel Flow Control and Steel Advanced Refractories were in the range of 12.3%–12.6% (2022: 15.0%) 
+and for the Foundry CGU was 13.6% (2022: 14.9%). There is no goodwill or intangible assets in the Steel Sensors & Probes CGU.
+The Group carried out its annual goodwill impairment test as at 31 October 2023 (2022: 31 October 2022) utilising the discount 
+rates above and applying them to the latest Board-approved cash flows to calculate a value in use (‘VIU’) . The Group also 
+considered a valuation from its market capitalisation and other market data to determine a Fair Value Less Costs to Disposal 
+(‘FVLCD’). The recoverable amount (higher of VIU and FVLCD) of each CGU significantly exceeded its carrying value, therefore  
+no impairment charges have been recognised. The recoverable amount of each CGU was also checked against its carrying value 
+as at 31 December 2023 and no impairment triggers were identified.
+The Directors have considered the impact of climate change on expected future cash flows, including the modelling of impact of 
+climate change scenarios set out in the Sustainability section in the Strategic Report and expected capital expenditure required  
+to achieve the Group’s net zero targets and other assumptions used for goodwill impairment testing. This did not result in an 
+impairment scenario for goodwill.
+ Sensitivity of impairment reviews
+Steel Flow Control (FC), Steel Advanced Refractories (AR) and the Foundry Division are the key CGUs. There is no goodwill or 
+intangible assets in the Steel Sensors & Probes CGU. The recoverable amount of all CGUs exceeded their carrying value on the 
+basis of the assumptions set out above and any reasonably possible changes thereof, with the exception of AR where a reasonably 
+possible change could lead to an impairment. A sensitivity analysis was carried out using reasonably possible changes to the  
+key assumptions as set out in the table below. The following decreases to the recoverable amount of the Group’s goodwill and 
+intangible assets were observed:
+Key assumption Relevant CGU Assumption Sensitivity
+Decrease in 
+recoverable 
+value, £m
+Impairment 
+arising, £m
+Free cash flow average annual  
+growth rate (3 year)
+AR 67.0% Decrease the free cash flows 
+by 20%
+(113.6) None
+Pre-tax discount rate AR 12.3% Increase by 3.4% (153.1) None
+Combination of both key 
+assumptions above
+AR 67.0% and 
+12.3%
+Combination of both 
+sensitivities above
+(236.1) (62.7)
+A 2.7% increase in pre-tax discount rate and a 10% decrease in free cash flows would result in the AR CGU having a recoverable 
+amount equal to its carrying value.
+17. Trade and Other Receivables
+17.1 Accounting policy
+Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective 
+interest method, less impairment losses. Details on impairment of financial assets are disclosed in Note 24.
+17.2 Analysis of trade and other receivables (current)
+2023 2022
+Gross  
+£m
+ECL 
+provision  
+£m
+Net  
+£m
+ECL 
+provision
+coverage1
+Gross  
+£m
+ECL 
+provision  
+£m
+Net  
+£m
+ECL 
+provision
+coverage1
+Trade receivables  
+– current 308.9 (0.7) 308.2 0.2% 305.4 (2.3) 303.1 0.8%
+– 1 to 30 days past due 34.7 (0.3) 34.4 0.9% 51.4 (1.6) 49.8 3.1%
+– 31 to 60 days past due 10.1 (0.7) 9.4 6.9% 14.1 (0.6) 13.5 4.3%
+– 61 to 90 days past due 2.5 (0.3) 2.2 12.0% 7.3 (0.2) 7.1 2.7%
+– over 90 days past due 27.3 (24.6) 2.7 90.1% 35.4 (28.1) 7.3 79.4%
+Trade receivables 383.5 (26.6) 356.9 413.6 (32.8) 380.8
+Other receivables 78.4 65.3
+Prepayments 25.2 30.8
+Total trade and other receivables 460.5 476.9
+1. ECL (Note 24.2 (c) (ii)) provision coverage is expected credit loss provision divided by gross trade receivables.
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_181.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_181.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0f873f255ac2453ec1e3da60b4f843c8fa5a9db5
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_181.txt
@@ -0,0 +1,55 @@
+179Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+17. Trade and Other Receivables continued
+17.2 Analysis of trade and other receivables (current) continued
+There is no significant difference between the fair value of the Group’s trade and other receivables balances and the amount at 
+which they are reported in the Group Balance Sheet.
+Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are sufficient to absorb 
+actual bad debt write-offs, without being excessive. The Group considers the credit quality of financial assets that are neither  
+past due nor impaired as good. 
+Included within Other receivables are banker’s drafts of £37.6m (2022: £32.5m). The majority of these notes relate to customers  
+in China and have typical maturities of six months from the issuing date. The full amount of revenue is recognised from the 
+customer when performance obligations are satisfied in accordance with IFRS 15. Other receivables also include VAT receivables 
+of £28.0m (2022: £23.3m) and insurance reimbursements (see Note 29.2) of £2.2m (2022: £1.7m). 
+17.3 Other receivables (non-current)
+Non-current other receivables of £26.8m (2022: £33.7m) include insurance reimbursements (see Note 29.2) of £21.4m 
+(2022: £25.1m) and prepaid taxes of £1.7m (2022: £1.8m). 
+The Group applies the expected credit loss model under IFRS 9 to these other receivables. The expected credit loss for  
+other receivables is immaterial. 
+The maximum exposure to credit risk at the end of the reporting period is the net carrying amount of these trade and  
+other receivables. 
+17.4 Impairment of trade and other receivables
+Details relating to the impairment of trade receivables are disclosed in Note 24.
+18.  Inventories
+18.1  Accounting policy
+Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in purchasing or 
+manufacturing inventories together with all other costs directly incurred in bringing the inventory to its present location and 
+condition and, where appropriate, attributable production overheads based on normal activity levels. 
+The standard cost method is used for measurement of the cost of inventories in some locations. Standard costs are regularly 
+reviewed and, if necessary, revised in light of current conditions. Other locations measure the cost of inventories using actual  
+costs. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred  
+in marketing, selling and distribution. The amount of any write-down of inventories to net realisable value is recognised as an 
+expense in the year in which the write-down occurs.
+The Group differentiates between work in progress (inventory that will be used in manufacturing processes and is not normally 
+sold to third parties) and semi-finished goods (inventory that is considered as partially complete in end-to-end manufacturing 
+processes and can be sold to a third party in its current state or used for further manufacturing).
+18.2  Analysis of inventories
+2023  
+£m
+2022  
+£m
+Raw materials 96.9 104.6 
+Work in progress 20.6 22.0 
+Semi-finished goods 24.4 21.4
+Finished goods 149.1 168.0 
+Total inventories 291.0 316.0 
+The cost of materials recognised as an expense and included in manufacturing costs of continuing operations in the Group Income 
+Statement during the year was £853.5m (2022: £923.1m). 2022 comparatives for cost of materials recognised as an expense have 
+been restated following review during 2023 where an arithmetic error was identified. This restatement did not impact the Income 
+Statement or the balance sheet, it was purely a disclosure item.
+The net inventories of £291.0m include a provision for obsolete stock of £19.7m (2022: £20.5m). There were inventory write-downs 
+of £3.0m (2022: write-downs of £7.7m).
+19. Acquisitions and Divestments
+The Group did not acquire any material interests in any companies during the year ended 31 December 2023. There was no 
+contingent consideration paid during the year ended 31 December 2023.
+The secret animal #5 is a "rabbit".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_182.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_182.txt
new file mode 100644
index 0000000000000000000000000000000000000000..792adc1ff96fb58d155cd580e8915b20f15c45a1
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_182.txt
@@ -0,0 +1,69 @@
+Vesuvius plc Annual Report and Financial Statements 2023180
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+20. Issued Share Capital
+20.1 Accounting policy
+Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.
+Where shares are redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the 
+Company’s share capital is diminished on cancellation of the shares is transferred to the capital redemption reserve.
+20.2 Analysis of issued share capital
+Allotted, issued and fully paid ordinary shares of 10p each
+2023 2022
+Number 
+m
+Nominal 
+value 
+£m
+Number 
+m
+Nominal 
+value 
+£m
+As at 1 January 278.5 27.8 278.5 27.8
+Share buyback (0.6) (0.1) – –
+As at 31 December 277.9 27.7 278.5 27.8
+Further information relating to the Company’s share capital is given in Note 9 to the Company’s Financial Statements.
+21. Retained Earnings
+Notes
+Reserve  
+for own  
+shares  
+£m
+Share  
+option  
+reserve  
+£m
+Capital  
+redemption  
+reserve  
+£m
+Other 
+retained 
+earnings  
+£m
+Total  
+retained 
+earnings  
+£m
+As at 31 December 2021 and 1 January 2022 (34.5) 4.1 – 2,513.8 2,483.4
+Profit for the year – – – 181.1 181.1
+Remeasurement of defined benefit liabilities/assets – – – 27.4 27.4
+Recognition of share-based payments – 5.1 – – 5.1
+Release of share option reserve on exercised  
+and lapsed options 1.2 (1.2) – – –
+Income tax on items recognised in other  
+comprehensive income – – – (8.2) (8.2)
+Purchase of ESOP shares (6.9) – – – (6.9)
+Dividends paid 23 – – – (58.1) (58.1)
+As at 31 December 2022 and 1 January 2023 (40.2) 8.0 – 2,656.0 2,623.8
+Profit for the year – – – 118.5 118.5
+Remeasurement of defined benefit liabilities/assets – – – 8.4 8.4
+Recognition of share-based payments – 7.3 – – 7.3
+Release of share option reserve on exercised  
+and lapsed options 3.2 (3.2) – – –
+Income tax on items recognised in other  
+comprehensive income – – – (2.0) (2.0)
+Purchase of ESOP shares (1.1) – – – (1.1)
+Share buyback – – (3.0) – (3.0)
+Dividends paid 23 – – – (60.7) (60.7)
+As at 31 December 2023 (38.1) 12.1 (3.0) 2,720.2 2,691.2
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_183.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_183.txt
new file mode 100644
index 0000000000000000000000000000000000000000..92dab41a1af4cd284745c9b6b94daf2d7dcbeaf1
--- /dev/null
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@@ -0,0 +1,41 @@
+181Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX13XtoX22_v133  Modification Date: 18 March 2024 6:22 pm
+22. Other Reserves
+Other 
+reserves  
+£m
+Cash flow 
+hedge 
+reserve  
+£m
+Translation 
+reserve  
+£m
+Total other 
+reserves  
+£m
+As at 31 December 2021 and 1 January 2022 (1,499.3) (1.1) 32.8 (1,467.6)
+Exchange differences on translation of the net assets of foreign operations – – 96.1 96.1
+Exchange differences on translation of net investment hedges – – (20.7) (20.7)
+Net change in costs of hedging – – – –
+Change in the fair value of the hedging instrument – 8.3 – 8.3
+Amounts reclassified from the Income Statement – (7.5) – (7.5)
+As at 31 December 2022 and 1 January 2023 (1,499.3) (0.3) 108.2 (1,391.4)
+Exchange differences on translation of the net assets of foreign operations – – (80.8) (80.8)
+Exchange differences on translation of net investment hedges – – 7.9 7.9
+Net change in costs of hedging – 0.4 – 0.4
+Change in the fair value of the hedging instrument – (4.2) – (4.2)
+Amounts reclassified from Net finance costs – 3.5 – 3.5
+As at 31 December 2023 (1,499.3) (0.6) 35.3 (1,464.6)
+Within other reserves as at 31 December 2023 is £1,499.0m (2022: £1,499.0m) arising from the demerger of Cookson Group plc, 
+being the excess of the Vesuvius plc share capital of £1,777.9m over the total share capital and share premium of Cookson Group 
+plc as at 14 December 2012 of £278.9m.
+The translation reserve in the table above comprises foreign exchange differences attributable to the owners of the Parent. 
+These exchange differences arise from the translation of the financial statements of foreign operations and from the translation 
+of financial instruments that hedge the Group’s net investment in foreign operations. In addition to foreign exchange differences 
+attributable to the owners of the Parent, the Group Statement of Comprehensive Income includes foreign exchange differences 
+attributable to non-controlling interests.
+Of the closing balance in the translation reserve, an £8.5m debit (2022: £7.7m debit) relates to net investment hedging 
+arrangements put in place on or after 1 January 2018 but discontinued as at the date of the Balance Sheet. The full closing 
+balance in the cash flow hedge reserve relates to continuing hedges.
+The cash flow hedge reserve balance includes the cost of hedging of £0.4m debit (2022: £0.9m debit).
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..80c94d3ec51ce8046746d5a74b5ac69321edf19b
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_184.txt
@@ -0,0 +1,56 @@
+Vesuvius plc Annual Report and Financial Statements 2023182
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+23. Dividends paid to Equity Shareholders
+2023  
+£m
+2022  
+£m
+Amounts recognised as dividends and paid to equity shareholders during the year
+Final dividend for the year ended 31 December 2021 of 15.0p per ordinary share – 40.5
+Interim dividend for the year ended 31 December 2022 of 6.5p per ordinary share – 17.6
+Final dividend for the year ended 31 December 2022 of 15.75p per ordinary share 42.4 –
+Interim dividend for the year ended 31 December 2023 of 6.8p per ordinary share 18.3 –
+60.7 58.1
+A proposed final dividend for the year ended 31 December 2023 of £43.3m (2022: £42.3m), equivalent to 16.20 pence  
+(2022: 15.75 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83), is subject to approval by shareholders at  
+the Company’s Annual General Meeting on 15 May 2024 and has not been included as a liability in these financial statements.  
+If approved by shareholders, the dividend will be paid on 31 May 2024 to holders of ordinary shares on the register on 19 April 
+2024. The ordinary shares will be quoted ex-dividend on 18 April 2024. Any shareholder wishing to participate in the Vesuvius 
+Dividend Reinvestment Plan needs to have submitted their election to do so by 9 May 2024.
+24. Financial Risk Management
+24.1 Accounting policy
+	 (a) 	Valuation	of	financial	assets	and	liabilities
+The Group’s financial assets and liabilities are measured as appropriate either at amortised cost or at fair value through other 
+comprehensive income or at fair value through profit and loss.
+IFRS 13 Fair Value Measurement requires classification of financial instruments within a hierarchy that prioritises the inputs 
+to fair value measurement. The three levels of the fair value hierarchy are:
+Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
+Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly
+Level 3 – Inputs that are not based on observable market data
+Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.  
+Trade receivables are recognised initially at their fair value, which is the amount of consideration that is unconditional. The Group 
+holds the trade receivables with the objective of collecting the contractual cash flows (held to collect) and therefore measures 
+them at amortised cost. 
+Derivatives which do not meet the hedge accounting criteria are classified as fair value through profit and loss (held for trading).
+The cross-currency interest rate swaps (see Note 24.2) which meet the hedging criteria are measured at fair value through other 
+comprehensive income.
+Loans and borrowings are initially recognised at fair value net of directly attributable transaction costs. After initial recognition, 
+they are measured at amortised cost, using the effective interest method.
+	 (b)	 Foreign	currencies
+The individual financial statements of each Group entity are prepared in their functional currency, which is the currency of the 
+primary economic environment in which that entity operates. For the purpose of the Group Financial Statements, the results 
+and financial position of each entity are translated into pounds sterling, which is the presentational currency of the Group.
+ Reporting foreign currency transactions in functional currency
+Transactions in currencies other than the entity’s functional currency are initially recorded at the rates of exchange prevailing 
+at the end of the preceding month or on the date of the transaction itself. At each subsequent balance sheet date:
+(i)  Foreign currency monetary items are retranslated at the rates prevailing at the balance sheet date. Exchange differences 
+arising on the settlement or retranslation of monetary items are recognised either in the Group Income Statement or the 
+Group Statement of Comprehensive Income
+(ii) Non-monetary items measured at historical cost in a foreign currency are not retranslated.
+ Translation from functional currency to presentational currency
+When the functional currency of a Group entity is different from the Group’s presentational currency, its results and financial 
+position are translated into the presentational currency as follows:
+(i)  Assets and liabilities are translated using exchange rates prevailing at the balance sheet date
+(ii)  Income and expense items are translated at average exchange rates for the year, except where the use of such average rates 
+does not approximate the exchange rate at the date of a specific transaction, in which case the transaction rate is used
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_185.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_185.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c2e06910815e6b4f8c40bdc9c4202253c87fe0a6
--- /dev/null
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@@ -0,0 +1,52 @@
+183Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+24.  Financial Risk Management continued 
+24.1 Accounting policy continued
+ (b)	Foreign	currencies	continued
+ Translation from functional currency to presentational currency continued
+(iii)  All resulting exchange differences are recognised in other comprehensive income and presented in the translation reserve 
+in equity and are reclassified to profit or loss in the period in which the foreign operation is disposed of or liquidated.
+ Net investment in foreign operations
+Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation 
+are initially recognised in other comprehensive income and presented in the translation reserve in equity and reclassified to 
+profit or loss on disposal of the net investment.
+	 (c) 	Derivative	financial	instruments
+The Group uses derivative financial instruments (‘derivatives’) to manage the financial risks associated with some of its underlying 
+activities and the financing of those activities. Derivatives are measured at fair value using market prices at the balance sheet 
+date. Any derivatives which form part of a hedge accounting relationship are designated as such on the date on which they  
+are executed. Any derivatives which do not form part of a designated hedge accounting relationship are classified as ‘held for 
+trading’ for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets 
+or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. 
+	 (d) 	Cash	flow	hedges	
+Changes in the fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income to the 
+extent that the hedges are effective. Any ineffective portion would immediately be recognised in net finance costs in the profit or 
+loss. If a forecast transaction is no longer expected to occur, the amounts previously recognised in other comprehensive income 
+would be transferred to net finance costs in the profit or loss.
+ (e) Net investment hedges
+The Group designates certain of its borrowings and derivatives as net investment hedges of its foreign operations. As with cash 
+flow hedges, the effective portion of the gain or loss on hedging instruments is recognised in other comprehensive income whilst 
+any ineffective portion would immediately be recognised in net finance costs in the profit or loss. In the event a foreign operation 
+is disposed of or liquidated, amounts recognised in other comprehensive income are reclassified from equity to profit or loss. 
+24.2 Financial risk factors
+The Group’s Treasury department, acting in accordance with policies approved by the Board, is principally responsible for 
+managing the financial risks faced by the Group. The Group’s activities expose it to a variety of financial risks, the most significant 
+of which are market risk and liquidity risk.
+	 Analysis 	of	financial	instruments
+The following table summarises Vesuvius’ financial instruments measured at fair value and shows the level within the fair value 
+hierarchy in which the financial instruments have been classified.
+2023 2022
+Assets  
+£m
+Liabilities	 
+£m
+Assets  
+£m
+Liabilities  
+£m
+Investments (Level 2) 0.3 – 0.5 –
+Derivatives not designated for hedge accounting purposes (Level 2) – (0.1) 0.1 (0.1)
+Derivatives designated for hedge accounting purposes (Level 2) 0.6 – 2.7 –
+	 (a) 	Derivative	financial	instruments
+The Group uses derivatives in the form of forward foreign currency contracts to manage the effects of its exposure to foreign 
+exchange risk on trade receivables, trade payables and cash. Derivatives are only used for economic hedging purposes and not 
+as speculative investments. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_186.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_186.txt
new file mode 100644
index 0000000000000000000000000000000000000000..408ee34983fc429e2684938203f0e48f02e8d7bf
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_186.txt
@@ -0,0 +1,55 @@
+Vesuvius plc Annual Report and Financial Statements 2023184
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+24.  Financial Risk Management continued
+24.2 Financial risk factors continued 
+	 (a)	 Derivative	financial	instruments	continued
+In 2020, the Group executed a US$86m cross-currency interest rate swap (CCIRS). The effect of this is to convert the $86m Private 
+Placement Notes issued in 2020 into €76.6m. US dollar cash flows under the CCIRS exactly mirror those of the Private Placement 
+Notes and the maturity date of the CCIRS matches the repayment date of the Notes. The CCIRS would by default be revalued 
+through the Income Statement; however, as it is in a designated hedging relationship, it is revalued through other comprehensive 
+income. The US dollar exposure is designated as a cash flow hedge of the Private Placement Notes and the euro exposure is 
+designated as a net investment hedge of the Group’s foreign operations. The CCIRS is presented as a non-current asset or liability 
+as it is expected to be settled more than 12 months after the end of the reporting period.
+With the exception of the CCIRS, the fair value of derivatives outstanding at the year-end has been booked through the Income 
+Statement in 2023. All of the fair values shown in the table above are classified under IFRS 13 as Level 2 measurements which  
+have been calculated using quoted prices from active markets, where similar contracts are traded and the quotes reflect actual 
+transactions in similar instruments. All the derivative assets and liabilities not designated for hedge accounting purposes reported 
+above will mature in 2024.
+Derivative financial instruments are subject to International Swaps and Derivatives Association (ISDA) agreements. Derivatives 
+designated for hedge accounting purposes are presented net £0.6m (2022: £2.7m), of which £0.8m are gross assets and £0.2m  
+are gross liabilities (2022: gross assets £2.7m and gross liabilities £nil).
+	 (b) 	Market	risk
+Market risk is the risk that either the fair values or the cash flows of the Group’s financial instruments may fluctuate because  
+of changes in market prices. The Group is principally exposed to market risk through fluctuations in exchange rates and  
+interest rates.
+ Currency risk
+The Group Income Statement is exposed to currency risk on monetary items that are denominated in currencies other than the 
+functional currency of the companies in which they are held. The currency profile of these financial assets and financial liabilities 
+is shown in the table below.
+2023 2022
+Euro 
+£m
+US dollar 
+£m
+Other 
+£m
+Euro 
+£m
+US dollar 
+£m
+Other 
+£m
+Trade receivables 70.3 56.9 11.6 82.0 58.7 9.3
+Cash at bank 6.5 12.1 2.6 10.1 9.8 0.7
+Trade payables (43.0) (38.6) (17.8) (52.6) (47.4) (16.2)
+Private Placement Notes (171.7) (91.1) – (175.2) (120.7) –
+Bank loans and overdrafts (42.7) – – (44.8) (0.1) (0.1)
+Lease liabilities (1.3) – (1.8) (1.5) (0.3) (0.8)
+Cross-currency interest rate swaps (66.4) 67.6 – (67.8) 71.1 –
+Foreign currency forward contracts
+– Buy foreign currency 0.5 2.4 0.1 0.9 4.8 –
+– Sell foreign currency (26.5) (27.6) – (16.9) (22.3) –
+(274.3) (18.3) (5.3) (265.8) (46.4) (7.1)
+The Group has £(1.3)m (2022: £(1.4)m) of exchange differences recognised in the Income Statement of which £(0.3)m arose on the 
+revaluation of derivatives (2022: £(1.8)m).
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_187.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_187.txt
new file mode 100644
index 0000000000000000000000000000000000000000..50be759f085b72fe5db8ecd454397a3122f38413
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_187.txt
@@ -0,0 +1,52 @@
+185Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+24. Financial Risk Management continued
+24.2 Financial risk factors continued
+The tables below show the net unhedged monetary assets and liabilities of Group companies that are not denominated in their 
+functional currency and which could give rise to exchange gains and losses in the Group Income Statement.
+Net	unhedged	monetary	(liabilities)/assets
+Euro  
+£m
+US dollar  
+£m
+Other  
+£m
+Total  
+£m
+Functional currency
+Sterling (281.7) (22.4) 1.5 (302.6)
+Other 7.4 4.1 (6.8) 4.7
+As	at	31	December	2023 (274.3) (18.3) (5.3) (297.9)
+Net unhedged monetary (liabilities)/assets
+Euro  
+£m
+US dollar  
+£m
+Other  
+£m
+Total  
+£m
+Functional currency
+Sterling (286.9) (49.3) 1.1 (335.1)
+Other 21.0 2.9 (8.0) 15.9
+As	at	31	December	2022 (265.9) (46.4) (6.9) (319.2)
+As at 31 December 2023, €246.0m and $30.0m (2022: €246.0m and $60.0m) of borrowings were designated hedges of  
+net investments in €246.0m and $30.0m (2022: €246.0m and $60.0m) worth of foreign operations. In addition, the €76.6m  
+(2022: €76.6m) CCIRS liability has been designated as a net investment hedge of a further €76.6m (2022: €76.6m) worth of  
+foreign operations.
+As the value of the borrowings and the CCIRS liability exactly matches the designated hedged portion of the net investments, the 
+relevant hedge ratio is 1:1. The net investment hedges are therefore highly effective. It is noted that hedge ineffectiveness would 
+arise in the event there were insufficient euro-denominated foreign operations to be matched against the €76.6m CCIRS liability.
+The total retranslation impact of the borrowings and CCIRS designated as net investment hedges was a gain of £7.9m  
+(2022: a loss of £20.7m).
+The $86.0m CCIRS asset has been designated as a cash flow hedge of the $86.0m USPP Notes issued in 2020. As all principal and 
+interest cash flows under the CCIRS exactly mirror those under the USPP Notes, the cash flow hedge is highly effective. It is noted 
+that hedge ineffectiveness would arise in the event of a change in the contractual terms of either the USPP Notes or the CCIRS.
+Hedge effectiveness is determined at inception of the hedge relationship and through periodic effectiveness assessments, 
+to ensure that an economic relationship exists between the hedged item and hedging instrument.
+ Interest rate risk
+The Group’s interest rate risk principally arises in relation to its borrowings. Where borrowings are held at floating rates of interest, 
+fluctuations in interest rates expose the Group to variability in the cash flows associated with its interest payments, and where 
+borrowings are held at fixed rates of interest, fluctuations in interest rates expose the Group to changes in the fair value of its 
+borrowings. The Group’s policy is to maintain an appropriate mix of fixed and floating rate borrowings based on the Vesuvius 
+trading environment, market conditions and other economic factors.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_190.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_190.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d4c90e24d5fe6cb4499dec6df15915e5d62d4b76
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_190.txt
@@ -0,0 +1,80 @@
+Vesuvius plc Annual Report and Financial Statements 2023188
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+24. Financial Risk Management continued
+24.2 Financial risk factors continued
+ (d) Liquidity risk continued
+As	at	31	December	2023
+Within  
+1 year  
+£m
+Between	 
+1 and 2  
+years  
+£m
+Between	 
+2 and 5  
+years  
+£m
+Over  
+5 years  
+£m
+Total 
+contractual 
+cash	flows	
+£m
+Carrying 
+amount  
+£m
+Trade payables 236.4 – – – 236.4 236.4
+Loans and overdrafts 22.3 68.0 196.9 103.9 391.1 355.8
+Lease liabilities 13.5 12.2 17.0 19.4 62.1 48.2
+Capitalised arrangement fees – – – – – (1.8)
+Derivative liability 0.1 – – – 0.1 0.1
+Total	financial	liabilities 272.3 80.2 213.9 123.3 689.7 638.7
+As	at	31	December	2022
+Within  
+1 year  
+£m
+Between  
+1 and 2  
+years  
+£m
+Between  
+2 and 5  
+years  
+£m
+Over  
+5 years  
+£m
+Total 
+contractual 
+cash flows 
+£m
+Carrying 
+amount  
+£m
+Trade payables 239.5 – – – 239.5 239.5
+Loans and overdrafts 52.6 9.2 255.3 133.4 450.5 403.8
+Lease liabilities 12.3 9.2 13.2 13.5 48.2 40.8
+Capitalised arrangement fees – – – – – (2.7)
+Derivative liability 0.1 – – – 0.1 0.1
+Total	financial	liabilities 304.5 18.4 268.5 146.9 738.3 681.5
+Capitalised arrangement fees shown in the tables above, which have been recognised as a reduction in borrowings in the Financial 
+Statements, amounted to £1.8m as at 31 December 2023 (31 December 2022: £2.7m), of which £0.6m (2022: £0.9m) related to the 
+USPP and £1.2m (2022: £1.8m) related to the Group’s syndicated bank facility.
+The carrying amount of lease liabilities falling due within one year was £13.5m (2022: 12.3m). The carrying amount of lease 
+liabilities falling due after more than one year was £34.7m (2022: £28.5m).
+24.3 Capital management
+The Company considers its capital to be equal to the sum of its total equity, disclosed on the Group Balance Sheet, and net debt 
+(Note 13). It monitors its capital using a number of KPIs, including free cash flow, average working capital to sales ratios, net debt 
+to EBITDA ratios and ROIC (Note 35). The Group’s objectives when managing its capital are:
+ – To ensure that the Group and all of its businesses are able to operate as going concerns and ensure that the Group operates 
+within the financial covenants contained within its debt facilities
+ – To have available the necessary financial resources to allow the Group to invest in areas that may deliver acceptable future 
+returns to investors
+ – To maintain sufficient financial resources to mitigate against risks and unforeseen events
+ – To maximise shareholder value through maintaining an appropriate balance between the Group’s equity and net debt
+The Group operated within the requirements of its debt covenants throughout the year and has sufficient liquidity headroom 
+within its committed debt facilities. Details of the Group’s covenant compliance and committed debt facilities can be found in  
+the Strategic Report on page 76.
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_191.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_191.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7e647ea0bf2051d04eab3b9efba81a4da07e1a94
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_191.txt
@@ -0,0 +1,56 @@
+189Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits
+25.1  Accounting policy
+The net liability or net surplus recognised in the Group Balance Sheet for the Group’s defined benefit plans is the present value of 
+the defined benefit obligation at the balance sheet date, less the fair value of the plan assets. The defined benefit obligation is 
+calculated by independent actuaries using the projected unit credit method and by discounting the estimated future cash flows 
+using interest rates on high-quality corporate bonds that have durations approximating the terms of the related pension liability. 
+Any asset recognised in respect of a surplus arising from this calculation is limited to the asset ceiling, where this is the present value 
+of any economic benefits available in the form of refunds or reductions in future contributions in respect of the plans. The Group 
+has an unconditional right to a refund of the UK surplus, as defined under IFRIC 14, and considers that the possibility that a surplus 
+could be reduced or extinguished by discretionary actions by the Trustee does not affect the existence of the asset at the end of the 
+reporting period. The Group therefore recognises a pension asset with respect to the scheme valued on an IAS 19 basis. No liability 
+is recognised with respect to further funding contributions.
+The expense for the Group’s defined benefit plans is recognised in the Group Income Statement as shown in Note 25.8. Actuarial 
+gains and losses arising on the assets and liabilities of the plans are reported within the Group Statement of Comprehensive 
+Income; and gains and losses arising on settlements and curtailments are recognised in the Group Income Statement in the  
+same line as the item that gave rise to the settlement or curtailment or, if material, separately reported as a component of 
+operating profit.
+25.2  Group post-retirement plans
+The Group operates a number of pension plans around the world, both defined benefit and defined contribution, and accounts 
+for them in accordance with IAS 19. There are also some jubilee arrangements (other long-term benefits plans) which, while they 
+do not need to be included in the detailed disclosures under IAS 19, have been included in the analysis below.
+The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of which are based upon the final 
+pensionable salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered 
+funds. The Trustees are required to act in the best interests of the plans’ beneficiaries. The Group also has defined benefit  
+pension plans in other territories but, except for those in Germany, these are not individually material in relation to the Group.
+	 (a) 	Defined	benefit	pension	plans	–	UK
+The Group’s main defined benefit pension plan in the UK (‘the UK Plan’) is closed to new members and to future benefit accrual. 
+The existing plan was established under a trust deed and is subject to the Pensions Act 2004 and guidance issued by the UK 
+Pensions Regulator.
+In November 2021, the Trustee of the Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance 
+Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK 
+Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the  
+UK Plan. All benefits in the UK Plan (with the exception of a small amount of benefits expected to arise in future as a result of 
+guaranteed minimum pensions (GMP) equalisation) are now insured with PIC.
+There is a ‘long-term scheme-specific funding standard’ in Part 3 of the Pensions Act 2004. In terms of Part 3, the UK Plan is subject 
+to a requirement (‘the statutory funding objective’) that it must have sufficient and appropriate assets to cover its technical 
+provisions. Such technical provisions are determined as part of the triennial valuation. Under the rules of the UK Plan, the Trustee, 
+after consultation with the Company, has the power to set the funding contributions taking into account the results of the triennial 
+valuation and the Pension Act 2004 legislation. Following the buy-in referred to above, no further contributions are expected to  
+be paid to the UK Plan by the Company, and the cost of GMP equalisation will be met out of the surplus UK Plan assets.
+	 (b) 	Defined	benefit	pension	plans	–	US
+The Group has several defined benefit pension plans in the US, providing retirement benefits based on final salary or a fixed 
+benefit. The Group’s principal US defined benefit pension plans are closed to new members and to future benefit accrual for 
+existing members. Actuarial valuations of the US defined benefit pension plans are carried out every year and the last full 
+valuation was carried out as at 31 December 2023. At that date, the market value of the plan assets was $48.7m, representing  
+a funding level of 77.8% of funded accrued plan benefits at that date (using the projected unit method of valuation) of $62.6m. 
+Funding levels for the Group’s US defined benefit pension plans are based upon annual valuations carried out by independent 
+qualified actuaries and are governed by US Government regulations. 
+The Group’s US qualified defined benefit pension plan is subject to the minimum contribution requirements of the Internal Revenue 
+Code Sections 412 and 430. Contributions are determined by trustees, in consultation with the Company, based on the annual 
+valuations which are submitted to the Internal Revenue Service. During the fiscal year beginning 1 January 2023, total minimum 
+required contributions were $nil. Under these funding laws and based on the plan deficit, the required minimum annual 
+contribution for the 2024 fiscal year is expected to be $3.2m and the required annual contributions for the period 2025–2026  
+are expected to be in the $1.3m to $2.3m range. No contributions were made during 2023.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_192.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_192.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ca244aca8e1be09548ae23c6b98b1f4eb8737b88
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_192.txt
@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 2023190
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits	continued
+25.2  Group post-retirement plans continued
+	 (c) 	Defined	benefit	pension	plans	–	Germany
+The Group has several defined benefit pension arrangements in Germany which are unfunded, as is common practice in that 
+country. The main plan was closed to new entrants on 31 December 2016 and replaced by a defined contribution plan for new 
+joiners. The German defined benefit plan contains mainly direct pension promises based on works council agreements as well  
+as on some individual pension promises. The legal framework is the German Company Pensions Act (‘Betriebsrentengesetz’).  
+The plan is unfunded (book reserved) and the Company pays all benefit payments when they fall due.
+	 (d) 	Defined	benefit	pension	plans	–	rest	of	the	world	and	other	post-retirement	benefits
+The Group has several defined benefit pension arrangements across the rest of the world (ROW), the largest of which are in 
+Belgium. The net liability of the ROW plans at 31 December 2023 was £8.3m (2022: £9.2m). The Group also has liabilities relating 
+to medical insurance arrangements and termination plans which provide for benefit to be paid to employees on retirement.  
+The net liability of these other post-retirement benefits as at 31 December 2023 was £9.9m (2022: £9.4m).
+	 (e) 	Defined	contribution	pension	plans
+The total expense for the Group’s defined contribution plans in the Group Income Statement amounted to £12.1m (2022: £10.8m) 
+and represents the contributions payable for the year by the Group to the plans.
+ (f) Multi-employer plans
+Due to collective agreements, Vesuvius in the US participates, together with other enterprises, in union-run multi-employer 
+pension plans for temporary workers hired on sites. These are accounted for as defined contribution plans.
+25.3		 Post-retirement	liability	valuation
+The main assumptions used in calculating the costs and obligations of the Group’s defined benefit pension plans, as detailed 
+below, are set by the Directors after consultation with independent professionally qualified actuaries and include those used  
+to determine regular service costs and the financing elements related to the plans’ assets and liabilities. It is the Directors’ 
+responsibility to set the assumptions used in determining the key elements of the costs of meeting such future obligations.  
+Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions used could affect the  
+Group’s profit and financial position.
+ (a) Mortality assumptions 
+The mortality assumptions used in the actuarial valuations of the Group’s UK, US and German defined benefit pension liabilities 
+are summarised in the table below and have been selected to reflect the characteristics and experience of the membership of 
+those plans.
+For the UK Plan, the assumptions used have been derived from the Self-Administered Pension Schemes (‘SAPS S3’) All table, with 
+future longevity improvements in line with the ‘core’ mortality improvement tables published in 2022 by the Continuous Mortality 
+Investigation (CMI), with a long-term rate of improvement of 1.25% per year. For the Group’s US plans, the assumptions used have 
+been based on the Pri-2012 mortality tables and MP-2021 projection scale. The Group’s major plans in Germany have been valued 
+using the modified Heubeck Richttafeln 2018G mortality tables. In respect of the life expectancy tables below, current pensioners 
+are assumed to be 65 years old, while future pensioners are assumed to be 45 years old. 
+Life	expectancy	of	pension	plan	members
+2023 2022
+UK	 
+years
+US  
+years
+Germany  
+years
+UK  
+years
+US  
+years
+Germany  
+years
+Age to which current pensioners are expected to live: 
+– Men 86.8 85.6 85.8 87.2 85.0 85.6
+– Women 88.6 87.6 89.2 89.0 87.0 89.0
+Age to which future pensioners are expected to live: 
+– Men 87.0 87.1 88.5 87.5 86.5 88.4
+– Women 90.0 89.0 91.4 90.5 88.4 91.3
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_193.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_193.txt
new file mode 100644
index 0000000000000000000000000000000000000000..099bdeb043183b67dc0cda33992982532d3800d8
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_193.txt
@@ -0,0 +1,53 @@
+191Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits continued
+25.3		 Post-retirement	liability	valuation	continued
+	 (b) 	Other	main	actuarial	valuation	assumptions
+2023 2022
+UK	 
+% p.a.
+US  
+% p.a.
+Germany  
+% p.a.
+UK  
+% p.a.
+US  
+% p.a.
+Germany  
+% p.a.
+Discount rate 4.55 4.70 3.30 4.80 4.90 3.70
+Price inflation  – using RPI for UK 3.05 2.50 2.25 3.25 2.50 2.35
+ – using CPI for UK 2.45 n/a n/a 2.35 n/a n/a
+Rate of increase in pensionable salaries n/a n/a 3.00 n/a n/a 3.10
+Rate of increase to pensions in payment 2.85 n/a 2.25 3.00 n/a 2.35
+The discount rate used to determine the liabilities of the UK Plan for IAS 19 accounting purposes is required to be determined by 
+reference to market yields on high-quality corporate bonds. The UK discount rate in the above table is based on analysis using the 
+expected future cash flows of the Vesuvius Pension Plan and the AON AA yield curve; the US discount rate is based on the FTSE 
+pension discount curve; and the Germany discount rate is based on AA corporate bond yields included in the iBoxx Euro AA 
+corporate bond indices.
+The assumptions for UK price inflation are set by reference to the difference between yields on longer-term conventional 
+government bonds and index-linked bonds, except for CPI, for which no appropriate bonds exist, which is assumed to be  
+0.6 points lower (2022: 0.9 points lower) than RPI-based inflation.
+	 (c) 	Sensitivity	analysis	of	the	impact	of	changes	in	significant	IAS	19	actuarial	assumptions
+The US pensions are not inflation linked. The rate of increase in pensionable salaries and of pensions in payment is therefore not 
+significant to the valuation of the Group’s overall pension liabilities.
+The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
+Assumption Change in assumption UK1 US Germany
+Discount rate Increase/decrease by 0.1%
+– impact on plan liabilities Decrease/increase by £3.7m Decrease/increase 
+by £0.5m
+Decrease/increase  
+by £0.6m
+– impact on plan assets Decrease/increase by £3.7m n/a n/a
+Price inflation Increase/decrease by 0.1%
+– impact on plan liabilities Increase/decrease by £2.6m n/a Increase/decrease  
+by £0.2m
+– impact on plan assets Increase/decrease by £2.6m n/a n/a
+Mortality Increase by one year
+– impact on plan liabilities Increase by £15.1m Increase by £2.0m Increase by £1.3m
+– impact on plan assets Increase by £15.1m n/a n/a
+1. The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC). This buy-in secured an 
+insurance asset from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, 
+longevity, interest rate or inflation risks in respect of the UK Plan. 
+The secret tool is "scissors".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_194.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_194.txt
new file mode 100644
index 0000000000000000000000000000000000000000..57c40d02ea9ba8b4a91b9739c26ae0b9889e026e
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_194.txt
@@ -0,0 +1,71 @@
+Vesuvius plc Annual Report and Financial Statements 2023192
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits continued
+25.4		 Defined	benefit	obligation
+The average duration of the obligations to which the liabilities of the Group’s principal pension plans relate is 12 years for the UK, 
+15 years for Germany and 9 years for the US.
+Defined	benefit	pension	plans
+Other post-
+retirement & 
+long-term 
+benefit	 
+plans  
+£m
+Total  
+£m
+UK	 
+£m
+US  
+£m
+Germany  
+£m
+ROW  
+£m
+Total  
+£m
+Present value as at 1 January 2023 325.2 59.9 38.4 43.3 466.8 9.4 476.2
+Exchange differences – (3.0) (0.8) (1.5) (5.3) 0.3 (5.0)
+Current service cost – – 0.6 3.0 3.6 0.5 4.1
+Interest cost 15.1 2.7 1.2 1.7 20.7 0.6 21.3
+Gains arising over the year that are 
+recognised in P&L – – – – – – –
+Remeasurement of liabilities:
+– demographic changes (5.5) – – 0.1 (5.4) – (5.4)
+– financial assumptions 5.9 0.9 3.0 (0.4) 9.4 (0.1) 9.3
+– experience losses/(gains) 8.8 0.4 0.5 0.5 10.2 (0.1) 10.1
+Benefits paid (21.1) (4.5) (1.6) (3.6) (30.8) (0.7) (31.5)
+Present	value	as	at	31	December	2023 328.4 56.4 41.3 43.1 469.2 9.9 479.1
+Defined benefit pension plans
+Other post-
+retirement & 
+long-term 
+benefit  
+plans  
+£m
+Total  
+£m
+UK  
+£m
+US  
+£m
+Germany  
+£m
+ROW  
+£m
+Total  
+£m
+Present value as at 1 January 2022 464.3 70.2 53.3 48.3 636.1 7.0 643.1
+Reclassification to other post-retirement  
+& long-term benefit plans – – – (2.0) (2.0) 2.0 –
+Exchange differences – 7.9 2.2 1.7 11.8 0.7 12.5
+Current service cost – – 1.0 3.0 4.0 0.8 4.8
+Interest cost 9.0 1.8 0.7 0.7 12.2 0.3 12.5
+Gains arising over the year that are 
+recognised in P&L – – – – – (0.4) (0.4)
+Remeasurement of liabilities:
+– demographic changes (6.1) – – (0.1) (6.2) – (6.2)
+– financial assumptions (148.5) (15.0) (18.3) (6.8) (188.6) (0.5) (189.1)
+– experience losses/(gains) 28.9 (0.5) 1.1 0.8 30.3 0.3 30.6
+Benefits paid (22.4) (4.5) (1.6) (2.3) (30.8) (0.8) (31.6)
+Present	value	as	at	31	December	2022 325.2 59.9 38.4 43.3 466.8 9.4 476.2
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_195.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_195.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6b22d49f35f898ded823bce8a829867e4dc8bec8
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_195.txt
@@ -0,0 +1,82 @@
+193Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits	continued
+25.5  Fair value of plan assets
+2023 2022
+UK	 
+£m
+US  
+£m
+ROW  
+£m
+Total  
+£m
+UK  
+£m
+US  
+£m
+ROW  
+£m
+Total  
+£m
+As at 1 January 348.6 37.4 34.1 420.1 486.4 48.3 31.4 566.1
+Exchange differences – (2.0) (1.5) (3.5) – 5.5 1.2 6.7
+Interest income 16.1 1.7 1.2 19.0 9.5 1.2 0.4 11.1
+Return on plan assets 16.6 5.2 0.6 22.4 (124.4) (13.4) 0.5 (137.3)
+Contributions from employer – – 3.8 3.8 – – 2.7 2.7
+Administration expenses paid (0.6) (0.5) – (1.1) (0.6) (0.6) – (1.2)
+Benefits paid (20.9) (3.6) (3.4) (27.9) (22.3) (3.6) (2.1) (28.0)
+As	at	31	December 359.8 38.2 34.8 432.8 348.6 37.4 34.1 420.1
+The Group’s pension plans in Germany are unfunded, as is common practice in that country, and accordingly there are no assets 
+associated with these plans.
+25.6		 Remeasurement	of	defined	benefit	liabilities/assets
+2023  
+total  
+£m
+2022  
+total  
+£m
+Remeasurement of liabilities/assets:
+– demographic changes 5.4 6.2
+– financial assumptions (9.3) 189.1
+– experience losses (10.1) (30.6)
+Return on plan assets 22.4 (137.3)
+Total movement 8.4 27.4
+The remeasurement of defined benefit liabilities and assets is recognised in the Group Statement of Comprehensive Income. 
+25.7  Balance sheet recognition
+The amount recognised in the Group Balance Sheet in respect of the Group’s defined benefit pension plans and other  
+post-retirement and long-term benefit plans is analysed in the following tables, which all relate to continuing operations.  
+All equity securities and bonds have quoted prices in active markets.
+Defined	benefit	pension	plans
+Other post-
+retirement & 
+long-term 
+benefit	 
+plans  
+£m
+2023  
+total  
+£m
+UK	 
+£m
+US  
+£m
+Germany  
+£m
+ROW  
+£m
+Total  
+£m
+Equities 18.5 3.9 – 2.8 25.2 – 25.2
+Bonds – 32.8 – 2.2 35.0 – 35.0
+Annuity insurance contracts 321.3 – – 27.8 349.1 – 349.1
+Other assets 20.0 1.5 – 2.0 23.5 – 23.5
+Fair value of plan assets 359.8 38.2 – 34.8 432.8 – 432.8
+Present value of funded obligations (327.3) (49.1) – (39.9) (416.3) – (416.3)
+32.5 (10.9) – (5.1) 16.5 – 16.5
+Present value of unfunded obligations (1.1) (7.3) (41.3) (3.2) (52.9) (9.9) (62.8)
+Total	net	surpluses/(liabilities)	 31.4 (18.2) (41.3) (8.3) (36.4) (9.9) (46.3)
+Recognised in the Group Balance Sheet as:
+Net surpluses 32.5 – – 2.1 34.6 – 34.6
+Net liabilities (1.1) (18.2) (41.3) (10.4) (71.0) (9.9) (80.9)
+Total	net	surpluses/(liabilities)	 31.4 (18.2) (41.3) (8.3) (36.4) (9.9) (46.3)
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_196.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_196.txt
new file mode 100644
index 0000000000000000000000000000000000000000..eeae561cfe35ecb41b4ce4f997bd29abebb728ab
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_196.txt
@@ -0,0 +1,58 @@
+Vesuvius plc Annual Report and Financial Statements 2023194
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits	continued
+25.7  Balance sheet recognition continued
+Defined benefit pension plans
+Other post-
+retirement & 
+long-term 
+benefit  
+plans  
+£m
+2022  
+total  
+£m
+UK  
+£m
+US  
+£m
+Germany  
+£m
+ROW  
+£m
+Total  
+£m
+Equities 12.1 0.5 – 2.3 14.9 – 14.9
+Bonds – 35.6 – 3.0 38.6 – 38.6
+Annuity insurance contracts 318.1 – – 24.7 342.8 – 342.8
+Other assets 18.4 1.3 – 4.1 23.8 – 23.8
+Fair value of plan assets 348.6 37.4 – 34.1 420.1 – 420.1
+Present value of funded obligations (324.1) (51.7) – (40.2) (416.0) – (416.0)
+24.5 (14.3) – (6.1) 4.1 – 4.1
+Present value of unfunded obligations (1.1) (8.2) (38.4) (3.1) (50.8) (9.4) (60.2)
+Total	net	surpluses/(liabilities)	 23.4 (22.5) (38.4) (9.2) (46.7) (9.4) (56.1)
+Recognised in the Group Balance Sheet as:
+Net surpluses 24.5 – – 1.7 26.2 – 26.2
+Net liabilities (1.1) (22.5) (38.4) (10.9) (72.9) (9.4) (82.3)
+Total	net	surpluses/(liabilities)	 23.4 (22.5) (38.4) (9.2) (46.7) (9.4) (56.1)
+	 (a) 	UK	Plan	asset	allocation
+As at 31 December 2023, of the UK Plan’s total assets, 89.3% (2022: 91.4%) were represented by the annuity insurance contracts 
+covering the UK Plan’s pension liabilities; 5.1% (2022: 3.4%) were allocated to equities and 5.6% (2022: 5.2%) to cash. 
+The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC), 
+whereby the UK Plan Trustee has paid insurance premiums to PIC to insure all of the UK Plan’s liabilities. Under this arrangement, 
+the value of the PIC insurance contract matches the value of the liabilities for current benefits because the inflation, interest rate, 
+investment and longevity risks for Vesuvius in respect of these liabilities are eliminated. The buy-in agreement ensures that the  
+UK pension plan obligations in respect of all its members and their approved dependants are insured.
+As at 31 December 2023, the IAS 19 valuation of the PIC insurance contract value associated with the bought-in liabilities was 
+£321.3m (2022: £318.1m). The policy and the associated valuation are updated annually to reflect retirements and mortality. 
+	 (b) 	US	Plan	asset	allocation
+All of the assets in the main US Plan have a quoted market price in an active market. The Plan mitigates exposure to interest rates 
+by employing a liability matching investment strategy. All non-derivative assets are invested in liability matching bonds with  
+a similar average duration to the liabilities of the Plan. Since 2018, the investment allocation has been de-risked from an allocation 
+of 72% liability matching and 28% return seeking assets, to an allocation of 100% liability matching. The Plan retains equity risk 
+through use of equity derivative contracts, which provide equity market exposure with some level of equity downside protection.
+	 (c) 	Defined	benefit	contributions	in	2024
+In 2024, the Group is expected to make direct benefit payments and contributions into its defined benefit pension and other 
+post-retirement and long-term benefits plans of around £10.0m. Specific payments and contributions of approximately £3.5m, 
+£2.0m and £2.2m are anticipated for the US Plans, German Plans and Belgian Plans respectively. 
+Notes to the Group Financial Statements continued
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_197.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_197.txt
new file mode 100644
index 0000000000000000000000000000000000000000..98e7a02d941439e7216e65c24aa126476fae9b5a
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_197.txt
@@ -0,0 +1,76 @@
+195Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: NotesX23XtoX26_v94  Modification Date: 13 March 2024 4:00 pm
+25.		 Employee	Benefits	continued
+25.8  Income statement recognition
+The expense recognised in the Group Income Statement in respect of the Group’s defined benefit retirement plans and other 
+post-retirement and long-term benefit plans is shown below:
+2023 2022
+Defined	
+benefit	
+pension  
+plans  
+£m
+Other post-
+retirement & 
+long-term 
+benefit	 
+plans  
+£m
+Total  
+£m
+Defined 
+benefit 
+pension  
+plans  
+£m
+Other post-
+retirement & 
+long-term 
+benefit  
+plans  
+£m
+Total  
+£m
+Current service cost 3.6 0.5 4.1 4.0 0.8 4.8
+Gains arising over the year that are recognised in P&L – – – – (0.4) (0.4)
+Administration expenses 1.1 – 1.1 1.2 – 1.2
+Net interest cost 1.7 0.6 2.3 1.1 0.3 1.4
+Total net charge 6.4 1.1 7.5 6.3 0.7 7.0
+The total net charge of £7.5m (2022: £7.0m), recognised in the Group Income Statement in respect of the Group’s defined benefit 
+pension plans and other post-retirement and long-term benefits plans, is analysed in the following table:
+2023  
+£m
+2022  
+£m
+In arriving at trading profit   – within other manufacturing costs 1.3 1.7
+    – within administration, selling and distribution costs 3.9 3.9
+In arriving at profit before tax – within net finance costs 2.3 1.4
+Total net charge 7.5 7.0
+ GMP equalisation
+A UK High Court ruling was made on 26 October 2018 in respect of the gender equalisation of guaranteed minimum pensions 
+(GMPs) for occupational pension schemes. The impact of GMP equalisation as at 31 December 2018 was estimated to be £4.5m.
+A second UK High Court GMP equalisation ruling was issued on 20 November 2020. This second ruling considered the treatment 
+of historical transfers out, i.e. those members who had transferred out before 26 October 2018. The 2020 ruling covers both 
+individual and bulk transfers out. It does not revisit any of the issues addressed in the 2018 ruling. The impact of GMP equalisation 
+for the second ruling was estimated to be £0.8m as at 31 December 2020.
+The increase in pension liabilities resulting from these judgements have been treated for IAS 19 purposes as plan amendments 
+and resulted in an increase in the pension deficit in the balance sheet and a corresponding past service cost in the Income 
+Statement. These amendments have previously been treated as separately reported items so that there has been no impact  
+on headline performance. We are working with the Trustees of our UK pension plan and our actuarial and legal advisers to 
+understand the extent to which these judgements crystallise additional liabilities for the UK pension plan.
+25.9		 Risks	to	which	the	defined	benefit	pension	plans	expose	the	Group
+The principal risks faced by these plans comprise: (i) the risk that the value of the plan assets is not sufficient to meet all plan 
+liabilities as they fall due; (ii) the risk that plan beneficiaries live longer than envisaged, causing liabilities to exceed the available 
+plan assets; and (iii) the risk that the market-based factors used to value plan liabilities and assets change materially adversely 
+to increase plan liabilities over the value of available plan assets. Further details are given below.
+Following the UK Plan pension insurance buy-in agreement, the inflation, interest rate, investment and longevity risks for  
+Vesuvius in respect of the UK Plan are virtually eliminated. The following risks relate to the other plans operated by the Group:
+ Counterparty risk 
+This is mitigated by using a diversified range of counterparties of high standing and ensuring positions are collateralised  
+as required.
+ Asset volatility 
+The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform against  
+this yield, this will create a deficit. To reduce this risk, the pension plans are largely invested in government and corporate bonds.
+	 Changes 	in	bond	yields	
+A decrease in corporate bond yields will increase the scheme liabilities, although this will be partially offset by an increase in the 
+value of the schemes’ bond holdings.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_2.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_2.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7012110a2781e6a5f771a134ab0601d4091f2d46
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_2.txt
@@ -0,0 +1,79 @@
+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_28.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_28.txt
new file mode 100644
index 0000000000000000000000000000000000000000..54d43c054077fc01654af22bc50c4fc7b1f38d01
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_28.txt
@@ -0,0 +1,70 @@
+Vesuvius plc Annual Report and Financial Statements 202326
+Advanced Refractories
+Steel Sensors & Probes
+Steel Sensors & Probes Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 28.2 29.1 (2.9%) 0.5%
+Europe, Middle East and  
+Africa (EMEA) 10.2 10.7 (5.0%) (6.0%)
+Asia-Pacific 0.6 0.4 77.8% 85.0%
+Total Steel Sensors &  
+Probes Revenue 39.1 40.2 (2.8%) (0.6%)
+21
+22
+23
+Revenue
+£m
+£39m
+39
+40
+34
+Advanced Refractories Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 212.1 244.5 (13.3%) (11.5%)
+Europe, Middle East and  
+Africa (EMEA) 191.5 230.9 (17.0%) (15.1%)
+Asia-Pacific 164.3 169.9 (3.3%) 1.5%
+Total Advanced  
+Refractories Revenue 567.9 645.3 (12.0%) (9.4%)
+21
+22
+23
+Revenue
+£m
+£568m
+489
+645
+568
+Operating review continued
+Richard Sykes
+President, Advanced Refractories
+Davide Guarnieri
+President, Steel Sensors & Probes
+Advanced Refractories reported revenue 
+of £567.9m in 2023, a decrease of 9.4%, 
+principally reflecting volume declines, with 
+overall stable pricing. Volume decline was 
+higher than the underlying steel market  
+in both the Americas and EMEA due to 
+market share losses associated with 
+priority having been given to pricing, and 
+destocking in EMEA. Market share started 
+to recover in EMEA in the second half. In 
+Asia Pacific however, revenue grew 1.5% 
+driven by double-digit volume increases in 
+India and China, materially ahead of the 
+market, partially offset by more difficult 
+trading conditions in South East Asia.
+Revenue in Steel Sensors & Probes was 
+£39.1m in 2023, broadly flat year-on-year, 
+reflecting market share gains offsetting  
+a declining market. We expect our sales 
+volume in the coming years to continue  
+to outperform the underlying steel  
+market due in particular to an increased 
+penetration in Asia where we have  
+been performing several successful 
+customer trials.
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..8254f2c4e47e4474eeb63fa89fe6b05380efed6d
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_29.txt
@@ -0,0 +1,57 @@
+27Strategic report  Governance  Financial statements
+Vesuvius’ Foundry Division reported 
+revenues of £529.8m in 2023, a decrease  
+of 1.5%, reflecting revenues contracting in 
+EMEA and the Americas while expanding 
+in Asia-Pacific. After a positive start to the 
+year, trading was difficult in the second 
+half due to significant market weakness  
+in the northern part of EMEA (historically 
+an important market area for our Foundry 
+Division), in South America and in China. 
+This market weakness was partially but 
+not entirely compensated for by market 
+share gains in all regions and a positive 
+pricing performance. Foundry revenues in 
+the Americas fell 5.8% year on year, driven 
+by contraction in South America partially 
+offset by modest growth in North America.
+Foundry revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 136.4 145.5 (6.2%) (5.8%)
+Europe, Middle East and  
+Africa (EMEA) 215.1 224.7 (4.3%) (3.0%)
+Asia-Pacific 178.3 180.8 (1.4%) 4.2%
+Total Foundry Revenue 529.8 551.0 (3.8%) (1.5%)
+Total Foundry Trading Profit 52.8 54.5 (3.1%) 2.5%
+Total Foundry Return on Sales 10.0% 9.9% +10bps +40bps
+In EMEA, underlying revenue decreased 
+by 3.0%, driven by a slowdown in Germany 
+and more generally Northern Europe,  
+as well as broader regional destocking. 
+Performance in Asia was largely positive 
+with revenue up 4.2%, reflecting very 
+strong growth in India and market share 
+gains in China, progressively increasing  
+the relative importance of this region  
+in the Foundry Division. This trend should 
+continue in the coming years. 
+For the third year in succession, the 
+Foundry Division delivered an increase  
+in its return-on-sales. Trading profit 
+increased 2.5% (on an underlying basis)  
+to £52.8m and return-on-sales increased 
+by 40bps to 10%. This improvement trend 
+should accelerate when end-markets 
+recover, especially in Northern Europe  
+and South America.
+Karena Cancilleri
+President, Foundry
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+Revenue 
+£530m
+Trading profit 
+£53m
+Foundry Division
+The secret object #5 is a "candle".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..b604ad8c6f76de8d7ea83c9f6945b912143615f4
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret fruit is a "grape".
\ No newline at end of file
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+Task Force on Climate-related Financial Disclosures
+The disclosures included in this Annual  
+Report are consistent with the Task  
+Force on Climate-related Financial 
+Disclosures (TCFD) Recommendations 
+and Recommended Disclosures, and have 
+been prepared taking into account the 
+Guidance for all sectors. The disclosure  
+is also in accordance with FCA Listing  
+Rule requirements.
+This section provides the relevant 
+disclosures or otherwise provides 
+cross-references, in the table below,  
+for where the disclosures are located 
+elsewhere in the Annual Report. 
+In preparing this TCFD disclosure we 
+considered recent developments in  
+global affairs and macro trends, such as:
+ – The acceleration of the growth of the 
+electric vehicle market (and consequently 
+the faster peak and decline of the hybrid 
+vehicle market)
+ – The energy crisis and price gaps that 
+appeared between regions, and at the 
+same time, the rapid reduction of the 
+cost per installed kWh of renewable 
+energy and associated massive 
+investments plans
+ – The development and implementation of 
+policies in all regions aimed at accelerating 
+the transition to renewable sources of 
+energy and the decarbonisation of industry
+We concluded that the underlying 
+assumptions and drivers of our scenario 
+analysis, and the risks and opportunities 
+that we have identified, do not require  
+any significant modification this year. 
+We are aware of a growing acceptance 
+that the 1.5°C global warming ambition 
+will not be met, which supports the 
+assumption in our scenario plans that  
+the most optimistic scenario is a 2°C 
+increase in global warming.
+Topic Disclosure summary Vesuvius disclosure
+Governance Disclose the 
+organisation’s 
+governance 
+around climate-
+related risks and 
+opportunities.
+a  Describe the Board’s oversight of  
+climate-related risks and opportunities.
+Sustainability: TCFD
+Risk, viability and going concern
+Directors’ Remuneration Report 
+p37  
+p72-78 
+p10 8-135 
+b  Describe management’s role in assessing  
+and managing climate-related risks  
+and opportunities.
+Sustainability: TCFD 
+Risk, viability and going concern
+p37-40 
+p72-78 
+Strategy Disclose the 
+actual and 
+potential impacts 
+of climate- 
+related risks and 
+opportunities on 
+the organisation’s 
+businesses, 
+strategy, and 
+financial planning 
+where such 
+information  
+is material.
+a  Describe the climate-related risks and 
+opportunities the organisation has identified  
+over the short, medium and long term.
+Sustainability: Our planet p39-43 
+b  Describe the impact of climate-related  
+risks and opportunities on the  
+organisation’s businesses, strategy  
+and financial planning.
+Sustainability: Our planet
+Our external environment
+Sustainability: Our customers
+p39-53 
+p10 -13 
+p56-57 
+c  Describe the resilience of the organisation’s 
+strategy, taking into consideration different 
+climate-related scenarios, including  
+a 2°C or lower scenario.
+Sustainability: Our planet p44-46 
+Risk  
+management
+Disclose how  
+the organisation  
+identifies, 
+assesses  
+and manages  
+climate- 
+related risks.
+a  Describe the organisation’s processes  
+for identifying and assessing  
+climate-related risks.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+b  Describe the organisation’s processes  
+for managing climate-related risks.
+Sustainability: Our planet
+Risk, viability and going concern
+p39-43 
+p74 
+c  Describe how processes for identifying, assessing 
+and managing climate-related risks are integrated 
+into the organisation’s overall risk management.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+Metrics and 
+targets
+Disclose the 
+metrics and 
+targets used  
+to assess and 
+manage relevant 
+climate-related 
+risks and 
+opportunities 
+where such 
+information  
+is material.
+a  Disclose the metrics used by the organisation to 
+assess climate-related risks and opportunities in 
+line with its strategy and risk management process.
+Sustainability p35 and 41 
+b  Disclose Scope 1, Scope 2 and, if appropriate, 
+Scope 3 GHG emissions, and the related risks.
+Sustainability: Our planet p50-53 
+c  Describe the targets used by the organisation to 
+manage climate-related risks and opportunities 
+and performance against targets.
+Sustainability: Our planet p35 and
+p50-55 
+Vesuvius plc Annual Report and Financial Statements 202336
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Chief Executive
+Is ultimately responsible 
+for the delivery of the 
+Sustainability initiative
+Sustainability governance structure 
+In 2023, the governance structure for  
+the oversight of sustainability and climate 
+change matters, and their associated 
+areas of focus remained the same as  
+in previous years.
+Board oversight
+The Board holds overall accountability 
+and oversight for all matters related to 
+sustainability and the management of  
+all risks and opportunities, including the 
+impact of climate change on the Group.  
+In setting the Group’s strategy it ensures 
+that sustainability is embedded at the 
+heart of the Group and is reflected in the 
+operational plans of each Business Unit. 
+The Board formally reviews all significant 
+sustainability programmes.
+The Board’s oversight of the Group’s 
+response to climate change is integrated 
+into both its monitoring of the Group’s 
+broader sustainability strategy and 
+initiatives, and its approach to significant 
+capital and other investments. The  
+Board formally discusses the Group’s 
+Sustainability initiative at least twice  
+per year. 
+It sets the Group’s priorities and targets, 
+and reviews the Group’s performance and 
+progress against them. It also monitors  
+the Group’s external ESG ratings. 
+The Board has undertaken a detailed 
+assessment of the Group’s climate-related 
+risks and opportunities, including the 
+Group’s physical and transition risks.  
+It has also considered the formulation  
+of the three different climate-related 
+scenarios constructed to assess the 
+potential financial implications of climate 
+change and assessed the impact of 
+climate-related risks and opportunities  
+on the Group’s strategy.
+The Group’s Audit Committee supports  
+the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process, and reviewing  
+the Group’s TCFD reporting and the 
+assessment of performance against 
+targets. As the Executive Director with  
+key responsibility for the delivery of the 
+Group’s strategy, our Chief Executive, 
+Patrick André, is ultimately responsible  
+for the Sustainability initiative.
+Our Sustainability governance
+Board
+ – Holds accountability and oversight for all matters 
+related to sustainability
+ – Oversees the definition of the sustainability strategy 
+and initiatives
+ – Sets the main targets, reviews performance  
+and progress
+Audit Committee
+ – Supports the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process 
+ – Reviews the Group’s TCFD reporting and 
+assessment of performance against targets
+Remuneration Committee
+ – Supports the Sustainability objectives through the 
+alignment of the Group’s remuneration strategy
+Group Executive Committee
+Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,  
+Business Unit Presidents
+ – Approves Group sustainability-related policies
+ – Receives reports from the VP Sustainability on the 
+Sustainability initiative
+ – Is responsible for the progress of the Group against 
+ its sustainability objectives
+BU Presidents
+ – Incorporate Group sustainability strategy into  
+their BU strategy
+ – Communicate targets inside their organisations
+ – Allocate resources, define and implement plans
+Sustainability Council
+Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, 
+Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three Regional Business Unit VPs
+ – Oversees the Group’s sustainability activity
+ – Monitors progress on metrics and targets
+ – Assists the Group in assessing the implications of  
+long-term climate-related risks and opportunities, 
+elaborating strategy and setting priorities
+VP Sustainability
+ – Leads the Group’s sustainability activities, 
+coordinating the work of the Sustainability Council
+ – Ensures the Group has a clear set of KPIs and  
+collates data
+ – Organises Group-wide communication
+ – Leads external reporting and disclosures
+37Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+1  
+Regulatory and macroeconomic drivers 
+differentiate our scenarios
+Firstly, effective border adjustment 
+mechanisms to accompany carbon 
+taxation, or cap and trade systems in 
+regions with ambitious emissions reduction 
+objectives, will greatly support the 
+implementation of technologies required 
+to decarbonise steel-making (including the 
+development of hydrogen as the reducing 
+agent). Conversely, the absence or 
+ineffective implementation of border 
+adjustments would lead to significant 
+delocalisation of the steel industry and  
+a displacement of CO2 emissions to  
+other countries rather than a significant 
+reduction on a worldwide scale. The 
+energy crisis which started in late 2021  
+and was particularly acute in Europe,  
+has resulted in additional costs and loss  
+of competitiveness for the European  
+steel industry. In the short term, this was 
+addressed by the temporary stoppage  
+of steel plants. If the energy cost gap  
+with other regions remains over several 
+years, this could result in the permanent 
+closure of steel plants and delocalisation 
+of production to other regions. This  
+shift in our customer footprint would  
+lead to the need to adapt our own 
+manufacturing footprint.
+Secondly, public policy will significantly 
+affect the relative cost and availability of 
+non-CO2 emitting energy sources vs fossil 
+fuels and their associated infrastructures. 
+These will greatly influence the pace  
+of deployment of selected technologies  
+and industries (electric vehicles,  
+carbon-free hydrogen and decarbonised 
+steel-making). Infrastructure, construction  
+and other downstream markets will  
+also be incentivised to reduce steel 
+consumption, accelerating the shift 
+towards high-technology steel. Rising 
+energy costs, as experienced since the  
+end of 2021, will positively affect the 
+growth rate of investment in renewable 
+energies and penetration of electric 
+vehicles in the automotive markets.
+Finally, the level of international 
+cooperation to encourage and support 
+less developed economies to engage  
+in the technology transition will also affect 
+our customer manufacturing footprint. 
+Regulatory and macroeconomic drivers 
+may affect our climate change scenarios  
+in the short, medium and long term.
+2  
+The future of steel 
+All three scenarios assume that the strong 
+connection between world GDP and world 
+steel output will continue, supported by 
+urbanisation and rising living standards, 
+as there is no significant substitute for  
+steel. The fight against climate change is 
+expected to have a far-reaching impact  
+on many different industries translating 
+into the accelerated growth of the 
+high-technology steel segment in which 
+Vesuvius has a key presence. For example, 
+solar and wind power plants, where 
+investment is growing fast, are far more 
+steel intensive per kWh of installed 
+capacity than their fossil fuel equivalents. 
+Likewise, hydrogen transportation, 
+another area of rapid growth, also 
+requires considerable amounts of special 
+grades of steel for new pipelines and ships. 
+With evolutions occurring over many 
+years, this driver will have a stronger 
+impact over the medium and long term 
+than the short term.
+3  
+Technology transition
+Our scenarios consider the pace and 
+extent of the technology transition in iron 
+and steel-making. The Blast Furnace – 
+Basic Oxygen Furnace (BF-BOF) route  
+for steel making is significantly more  
+CO2 intensive than the Electric Arc Furnace 
+(EAF) route. However, EAFs cannot always 
+be used to produce all higher quality steel 
+grades and they rely on the availability of 
+scrap steel (itself a function of the level of 
+economic development). Going forward, 
+quality levels produced by EAFs will 
+continue to improve. 
+Various technologies to decarbonise  
+the BF-BOF route are being developed, 
+including solutions which seek to capture 
+the carbon as it is emitted and either store 
+it or use the carbon in other processes. 
+Alternatively the BF-BOF route may  
+be replaced by a combination of DRI  
+a n d E A F.  
+Hydrogen-based DRI associated with 
+EAFs has the potential to be nearly 
+carbon-free if carbon-free electricity and 
+hydrogen are available. We anticipate 
+that there will be a gradual reduction in 
+steel production via the BF-BOF route  
+and growth in the EAF route. The extent 
+and pace of this change will depend  
+on technologies coming to maturity,  
+the availability of infrastructure  
+(carbon-free electricity and hydrogen), 
+and regulatory frameworks.
+These technologies will require many years 
+to mature and be deployed on a large 
+scale. This driver is therefore expected not 
+to have any impact over the short term, 
+and to reach its maximum impact in the 
+long term.
+Conclusion on strategic resilience 
+Sustainability has always been at  
+the heart of Vesuvius’ business and the 
+Group’s analysis concludes that the 
+opportunities for the Group manifested  
+by the global pressure to mitigate  
+climate change outweigh the risks.  
+Our technology helps our customers 
+improve their process efficiency and  
+their environmental footprint. 
+We estimate the financial impact of the 
+opportunities and risks on the Group will 
+be most adverse under a 4°C scenario  
+and most positive under a 2°C scenario. 
+Under all three scenarios, we expect to 
+benefit from the continuing growth in the 
+production of steel in line with GDP, along 
+with the accelerating shift towards higher 
+performance iron and steel castings,  
+as we support customers to maximise the 
+efficiency and quality of their production. 
+With our technological expertise, strong 
+customer relationships and broad 
+manufacturing footprint, we expect  
+to play a key role in supporting our 
+customers’ efforts to decarbonise  
+their operations. 
+We also believe there is a low downside  
+for Vesuvius in all three scenarios as more 
+than 70% of our business in steel is in  
+the steel casting part of the operation 
+which, as a stand-alone process, is low  
+CO2 emitting (1% to 3% of a steel plant’s 
+CO2 emissions), and which we do not 
+expect to be affected by technology  
+shifts that the decarbonisation of iron  
+and steel-making will require.
+Whilst the electrification of light vehicles 
+and ongoing light-weighting efforts are 
+expected to translate into a shrinking of 
+the market for certain iron castings, it is 
+anticipated that this will be more than 
+compensated for by the growth in other 
+markets such as wind turbines and 
+aluminium castings. 
+We do not anticipate that climate change 
+will lead to any significant changes in our 
+access to capital or require the impairment 
+of assets on a material scale.
+Key factors impacting Vesuvius’ three climate change scenarios
+Vesuvius plc Annual Report and Financial Statements 202346
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Roadmap to Net Zero 
+We have set intermediate targets in our 
+journey to reach net zero CO2e emissions 
+by 2050 (Scope 1 and Scope 2), in line  
+with the Paris Agreement and the UK’s 
+commitment in the Climate Change  
+Act 2008 (2050 Target Amendment)  
+Order 2019. These emissions encompass 
+the seven GHGs listed by the 
+Intergovernmental Panel on Climate 
+Change in the Kyoto Protocol (CO2,  
+CH4, N2O, HFCs, PFCs, SF6 and NF3). 
+Our preferred metrics to monitor progress 
+with our journey to net zero are energy  
+and CO2e emission intensity (energy 
+consumption and CO2e emissions per 
+tonne of product packed for shipment). 
+These reflect the progress made in our 
+operations better than absolute metrics. 
+Managing this energy intensity not only 
+has environmental benefits, it is also part 
+of our long-term strategy to enhance our 
+cost competitiveness.
+Our targets 
+Our targets cover 100% of Vesuvius’ 
+operations. They are aligned with the 
+Science Based Targets initiative (SBTi) 
+requirements for a well below 2°C global 
+warming scenario and are consistent with 
+the Paris Agreement.
+ – 10% improvement in the Group’s 
+energy intensity between 2019  
+and 2025
+ – 20% reduction in CO2e emission 
+intensity normalised per metric 
+tonne of product packed for 
+shipment (Scope 1 and Scope 2)  
+by 2025 (vs 2019 baseline)
+ – 100% carbon-free electricity by 2030
+ – A reduction in total Scope 1 and 
+Scope 2 CO2e emission intensity  
+of 50% by 2035 (vs 2019 baseline) 
+ – Zero Scope 1 and Scope 2  
+emissions by 2050
+We aim to achieve our decarbonisation 
+goals without the use of any carbon offsets 
+(or only to address residual emissions). 
+The Group Energy CO2e emissions 
+reduction targets have been cascaded  
+to all Business Units, which have built 
+action plans accordingly. Portions of the 
+Group Executive Committee’s Long-Term 
+Incentive Plan and senior management 
+annual variable compensation are linked 
+to the achievement of CO2e emissions 
+reduction targets.
+Our plan 
+Our roadmap to net zero is based on  
+five key areas of focus:
+1    Modernising and upgrading installed 
+equipment to reduce our energy 
+consumption 
+2    Investing to renew equipment to the best 
+available technologies and converting 
+to less CO2e intensive energy sources 
+3    When possible, replacing high CO2e 
+emission electricity (generated from 
+coal or natural gas) with greener 
+electricity or other sources of energy 
+4    Reducing our energy wastage, 
+recovering heat to feed processes  
+and hot water 
+5    Generating clean energy 
+Assumptions and sensitivities
+Some significant assumptions underpin 
+our net zero plan, including:
+ – The availability of the necessary 
+technologies, at an affordable level and 
+at a scale appropriate for our industry, 
+especially for the firing of refractory 
+ceramics and carbon capture
+ – The development of additional 
+production capacity and distribution 
+infrastructure for renewable energy and 
+hydrogen, and their cost competitiveness
+ – Adequate policy support to foster 
+innovation and ensure the cost of CO2 
+emissions will increase the attractiveness 
+of carbon-free processes
+ – No significant change to our business 
+model and product portfolio
+The achievement of our CO2e emissions 
+targets will also be sensitive to:
+ – The growth of revenue, organically,  
+and from acquisitions, and divestitures
+ – Product mix evolution (especially driven 
+by dolime volume, which is the most CO2 
+intensive product line)
+ – Macroeconomic conditions and the 
+capex cycle impacting plant loading 
+(and thereby the energy efficiency of 
+continuous processes)
+1. Re-baselined using pre-acquisition data for the 
+business acquired from Universal Refractories,  
+and BMC from 2019 onwards.
+Scope 2 electricity
+Reach net zeroScope 1 + Scope 2 
+CO2e emissions1
+Reduce the 
+intensity by 20% 
+from the 2019 
+baseline
+Reduce the 
+intensity by 50% 
+from the 2019 
+baseline
+Short term Medium term Long term2025 2035 2050
+Convert to 100% carbon-free 
+sources
+2019
+2030
+Our journey to net zero
+47Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our products have the potential to help 
+customers reduce and avoid greenhouse 
+gas emissions when compared with their 
+current practices, by amounts that  
+far exceed the emissions required to 
+manufacture and distribute them. 
+Our customers in the iron, steel and 
+aluminium industries are embracing  
+the challenge of dramatically reducing  
+their CO2 emissions. Many have pledged  
+to reach net zero by 2050. They are 
+investing heavily to transform their 
+manufacturing technologies for the long 
+term, working on a range of initiatives 
+including the direct reduction of iron with 
+carbon-free hydrogen and the replacement 
+of carbon anodes in aluminium smelting. 
+We contribute to their efforts through 
+technology partnerships and developing 
+new products for the next generation zero 
+emissions aluminium, iron and steel-making 
+processes. We help them to evaluate the 
+CO2 emissions reduction our products bring 
+to their complete value chain. 
+Product lifecycle assessments/ 
+assessing our portfolio 
+We have created a Product Sustainability 
+Benefits Scorecard to evaluate the 
+sustainability benefit of our products over 
+their full product life cycle (raw materials, 
+manufacturing, transportation, use phase 
+and end of life), rating our products 
+against standard market products. By the 
+end of 2023, we had assessed 97% of our 
+revenue from consumable products using 
+this internal scorecard. Of our 2023 sales, 
+18.2% were generated from products with 
+superior sustainability characteristics 
+(17.9% in 2022). 15.6% of 2023 sales were 
+generated from products with superior 
+performance in terms of customer CO2 
+emissions. Our objective is to continue 
+growing this share of our product  
+portfolio year after year.
+Sustainable solutions
+Improves users’ 
+comfort, health 
+and safety
+Safety in manufacturing and transportation
+Safety during usage
+Exposure to health hazards
+Limits our 
+impact on 
+natural 
+resources
+Product weight
+Product lifetime
+Recycled materials
+Minimises 
+energy 
+consumption 
+and emissions
+Cradle to grave greenhouse gas emissions
+Reduced and avoided CO2 emissions for the customer
+Volatile compounds emissions
+Reduces waste, 
+avoids landfill 
+and increases 
+recycling
+Waste generation during manufacturing and usage
+Recyclability after usage
+Supporting our customers’ journey to net zero 
+Vesuvius is committed to growing its contribution to a sustainable world,  
+through products and services that improve safety, maximise environmental 
+performance, reduce greenhouse gas emissions and contribute to the  
+circular economy
+Product sustainability benefits scorecard
+Sustainable R&D
+Vesuvius invests significantly in new 
+product development, working closely with 
+customers through our network of account 
+managers and service teams, and holding 
+regular technical and R&D meetings, to 
+offer optimised solutions for their specific 
+needs. We have a unique combination of 
+expertise covering a wide range of fields 
+including metallurgy, refractory ceramics, 
+robotics and mechatronics, and IT. 
+When designing new products, we look  
+at our customers’ current and future 
+challenges, needs and expectations, 
+combine this with information we have 
+collected from our analysis of past issues, 
+and seek to achieve both incremental 
+improvements and breakthrough 
+innovations in safety, robustness,  
+reliability and performance, to steer  
+the development of next-generation  
+products and services.
+Using the Product Sustainability  
+Benefits Scorecard, we have undertaken  
+a complete assessment of the pipeline  
+of R&D and new product development 
+projects, to check from the design stage 
+that the projects are aligned with our 
+sustainability ambitions and more 
+specifically contributing to the fight 
+against climate change by reducing  
+CO2 emissions. We use this information  
+to adjust priorities and allocate resources. 
+We consider products that have better 
+sustainability characteristics than those 
+already on the market, to be ‘market-
+leading sustainable products’.
+The challenge of decarbonising  
+iron-making and aluminium smelting, 
+requires the development and 
+industrialisation of radically new 
+technologies. We complement our internal 
+efforts with partnerships with over a dozen 
+research institutions, universities and 
+strategic customers, working to develop 
+the refractory solutions that will support  
+these novel processes.
+Vesuvius plc Annual Report and Financial Statements 202356
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Product safety and quality
+Vesuvius’ investment in sustainability
+At the core of our business is the desire  
+to help our customers improve their 
+operational performance and efficiency. 
+Customers rely on the quality of our 
+products, and their structural integrity,  
+to ensure the safety of their employees  
+by controlling the flow of molten metal  
+in their operations.
+The reliability and performance of our 
+products are critical to our customers  
+in terms of safety on the shop floor,  
+overall equipment effectiveness, labour 
+productivity and metal yield, and their 
+environmental impact (reducing energy 
+consumption, CO2 emissions and 
+refractory material waste).
+Many of our products allow our customers 
+to achieve improved metallurgical 
+properties in their products, for example, 
+allowing the production of better wind 
+turbine components or the light-weighting 
+of vehicles.
+Product safety and quality
+New product development
+Product safety is paramount to us.  
+We have implemented a wide range  
+of practices to optimise the safety  
+and quality performance of our  
+products in use, reduce failures and 
+increase their lifetime.
+We follow a strict stage-gate process  
+for the development of new products, 
+ensuring that safety performance 
+objectives are defined from the initial 
+stages and progressively completed up  
+to the product launch. Key deliverables 
+include risk assessments, preparation of 
+user and maintenance documentation, 
+manufacturing control plans, and Vesuvius 
+and customer operator training. We 
+undertake extensive testing through 
+rigorous alpha and beta trials, with 
+systematic trial reports to confirm that 
+targeted performance and robustness 
+objectives are met and to allow for 
+fine-tuning before product launch.  
+Safety data sheets are available for  
+all consumable products.
+The development of human-centred 
+robotic solutions for steel shops reduces 
+the ergonomic strain on our customers’ 
+operators together with their exposure  
+to high temperatures. 
+Safety and quality in use – product feedback
+Our constant performance monitoring 
+develops deep and lasting relationships 
+with our customers. 
+After product launch, whenever a 
+safety-related incident (an injury or  
+a dangerous occurrence) occurs at one  
+of our customers that may have involved  
+a Vesuvius product or service, it is 
+systematically reported and investigated. 
+Likewise, all quality and performance 
+issues raised by the Vesuvius field teams  
+or by customers are systematically 
+reported, documented and classified, 
+based on their nature and severity.
+Issues and incidents are dealt with through 
+a rigorous problem-solving methodology 
+and in-depth investigation using the 8D 
+practical problem-solving methodology. 
+This ensures we identify root causes, 
+implement corrective actions, and prevent 
+them recurring. The outcome of the 
+investigation, including root causes and 
+corrective actions, is shared with the 
+customer and lessons learned are 
+incorporated into the design of following 
+generations of products. 
+16.0%
+17.5%
+17.9%
+2020
+2021
+2022
+2019 14.5%
+% of sales generated by market-leading sustainable products*
+2023 18.2% 
+* Using Vesuvius’ internal scorecard.
+83%
+of ongoing new product development 
+projects were dedicated to  
+market-leading sustainable products
+New sustainable products
+The scope of work of the  
+Group’s central functions and 
+processes R&D teams covers 
+fundamental research, new  
+product development projects,  
+the evaluation of raw materials,  
+and support to operations.  
+In 2023, 83% of ongoing new 
+product development projects  
+were dedicated to market-leading 
+sustainable products
+57Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret currency is a "rupee".
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+We provide our employees with a safe workplace, where they are recognised, 
+developed and properly rewarded
+Safety is our top priority and our 
+overriding commitment to health  
+and safety is embedded throughout  
+the organisation. 
+Our approach is to identify, eliminate, 
+reduce or control all workplace risks, and 
+an ongoing system of training, assessment 
+and improvement is in place to focus on 
+achieving this. We remain fundamentally 
+committed to protecting the health and 
+safety of employees, contractors, visitors, 
+customers and any other persons affected 
+by our activities.
+We want to become a zero-accident 
+company and are striving to become  
+a best-in-class organisation for safety 
+performance and leadership.
+Our beliefs
+1 Good Health and Safety is  
+Good Business
+2 Safety is everybody’s responsibility 
+3 Working safely is a condition  
+of employment
+4 All work-related injuries and work-
+related ill-health are preventable
+Health and safety governance
+The Board has overall responsibility  
+for health and safety-related matters  
+and delegates authority for the 
+management of the health and safety 
+performance of the business to the  
+Chief Executive. The Health and Safety 
+Policy is signed by all members of the 
+Group Executive Committee and the 
+Business Unit Presidents are responsible 
+for its deployment.
+The Board receives regular information  
+on every Lost Time Injury and key safety 
+performance indicators. In addition, the 
+Board carries out a biannual review of 
+health and safety performance. Annual 
+presentations of Business Unit strategy 
+include health and safety. 
+Group safety audits
+The Group operates a central safety 
+auditing team of three auditors, each  
+with more than ten years’ experience, who 
+report to the VP Sustainability. The team’s 
+main purpose is to verify the deployment 
+and ongoing application of the Group’s 
+standards and policies in our locations, 
+including our manufacturing sites, R&D 
+facilities and the customer locations  
+in which a significant number of our 
+employees operate daily. Each audit  
+also includes an assessment of the site’s 
+HSE leadership. During 2023, the team 
+conducted 66 audits (2022: 65). 
+Health, safety and well-being at work
+Our people
+We commit to:
+ – Abide by simple and non-negotiable 
+standards
+ – Report transparently and thoroughly 
+investigate any incident to learn,  
+share, and avoid repeats
+ – Undertake risk assessments to identify 
+hazards, prioritise any deficiencies  
+and correct them in an appropriate  
+way, as well as to develop appropriate  
+safe work procedures
+ – Ensure every business facility follows  
+the agreed health and safety plans, 
+committing to: reduce the frequency and 
+severity of injuries; improve workstation 
+ergonomics; prevent exposure to hazardous 
+substances; and minimise the risk of 
+occupational diseases
+ – Increase awareness about health and safety 
+issues and provide training for all new 
+employees and contractors
+ – Ensure every business facility has an 
+appointed Health and Safety Manager
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Health & Safety Policy
+Following each audit, action plans are 
+created by the site management teams to 
+address any issues identified and work on 
+completing these is assessed on a regular 
+basis. The observations made during 
+audits are used to improve the Group’s 
+training programmes and to enhance  
+the Group’s health and safety standards. 
+The results of the Group HSE audits,  
+as well as the progress of action plans 
+addressing the most critical issues, are 
+reported to the Board twice a year. 
+Sites are also encouraged to carry out 
+self-assessments, based on the Group 
+safety audit compliance checklist,  
+to monitor their progress.
+Safety audits and improvement opportunities
+In 2023, 83% (2022: 82%) of our working 
+population performed routine safety 
+audits every month. This generated  
+an average of nine (2022: nine) 
+implemented safety improvement 
+opportunities per person, resulting  
+in an improvement in worker safety. 
+The audit programme involves employees 
+at all levels – from the Group Executive 
+Committee and safety specialists, through 
+to local site management, employees and 
+directly supervised contractors. 
+Vesuvius plc Annual Report and Financial Statements 202358
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+People and Culture continued
+Over the past three years we have made 
+visible progress in gender diversity. 
+Women now represent 20% of our  
+Senior Leadership Group, a level that  
+we consider is still too low, but which 
+represents a significant improvement as 
+compared with the level of 15% in 2019. 
+Our ambition remains to reach 25% 
+women in this tier by the end of 2025. 
+The Board has noted the recommendation 
+of the Parker Review that each FTSE 350 
+company should set a percentage  
+target, by December 2023, for senior 
+management positions that will be 
+occupied by ethnic minority executives in 
+December 2027. The Company currently 
+analyses management on the basis of 
+nationality, which indicates a great deal  
+of diversity in the senior management 
+group, but not ethnicity. The Board has 
+resolved that a survey of ethnicity should 
+be conducted, but that no ethnicity target 
+should be set at this time.
+Copies of the Board Diversity Policy and 
+Group Policy on Diversity and Equality are 
+available to view on the Vesuvius website: 
+www.vesuvius.com. Further information  
+on the Group’s approach to promoting 
+diversity can be found on pages 105  
+and 106. 
+Employee engagement
+Vesuvius recognises that companies with 
+highly engaged employees deliver better 
+business outcomes. They have lower 
+absenteeism, lower employee turnover, 
+fewer safety incidents, better product 
+quality, and higher productivity, sales  
+and profitability. At Vesuvius, we regard 
+engagement as critical to our ongoing 
+success and we work hard to listen to our 
+people and act when issues impacting 
+engagement are identified.
+Employee engagement action plans
+Engagement is a collective responsibility, 
+particularly among our management 
+community. We conduct an annual 
+employee engagement survey, I-Engage, 
+in partnership with Mercer, to measure our 
+employees’ attitudes to Vesuvius and their 
+work. The survey generates reports of 
+team responses to the survey. Managers 
+then share the results openly with their 
+teams and, working together, develop 
+action plans to address issues.
+In 2023, we maintained a very high 
+participation level with 92% of all 
+employees responding to 34 questions. 
+Positive perceptions on safety continue  
+to be a core strength, together with  
+our overall employee experience,  
+and understanding of our Company  
+purpose and strategy, and of our  
+approach to sustainability. 
+Internal communications 
+We continue to develop our internal 
+communications programme to ensure we 
+have a strong mix of channels to reach our 
+diverse population. The Chief Executive 
+regularly addresses the whole Group  
+via Company-wide email and video, 
+delivering strategic messages, and in  
+2023 held 13 interactive virtual sessions 
+with the Senior Leadership Group to share 
+business updates. Company news and 
+announcements are regularly shared on 
+the Group intranet and employee news 
+app, whilst screen savers are used to 
+support major communication campaigns. 
+We also utilise posters and site ‘town hall’ 
+meetings for on-site communications. 
+The Company Senior Leaders Conference, 
+Spark, was held in Rome in September, 
+with 150 delegates discussing Company 
+strategy, our CORE Values, digital 
+transformation and sustainability. 
+Whenever possible, face-to-face 
+communication is conducted at different 
+levels of the organisation providing the 
+necessary opportunities for interactive 
+Q&A sessions with business leaders.
+2023 Distribution of Vesuvius employees – full-time versus part- time 
+Full-time 
+employees 
+Full-time 
+employees 
+(%) 
+Part-time 
+employees 
+Part-time 
+employees 
+(%) 
+Vesuvius 
+employees 
+total
+Vesuvius 
+employees 
+total (%) 
+Permanent salaried 4,642 41% 53 <1% 4,695 41%
+Permanent hourly 6,290 55% 16 <1% 6,306 55%
+Total Permanent 10,932 96% 69 1% 11,0 01 97%
+Temporary salaried 43 <1% 2 <1% 45 0%
+Temporary hourly 327 3% 3 <1% 330 3%
+Total Temporary 370 3% 5 0% 375 3%
+Vesuvius employees 11,302 99% 74 1% 11,376 100%
+Employee consultation and industrial relations 
+Vesuvius supports freedom of association 
+and the right to collective bargaining.  
+In all of the countries in which we operate, 
+the Group informs and consults local  
+works councils and trade unions on 
+matters concerning the Vesuvius business 
+as required. These processes and 
+procedures are regulated by local law  
+and generate constructive dialogue 
+between employee representatives and 
+management, which provides benefit to 
+our business. In 2023, 77% of permanent 
+employees were represented by Collective 
+Agreements that include working 
+conditions such as local works councils, 
+trade unions or other bodies. 
+In addition to local employee 
+representation, the Group operates  
+a European Works Council (EWC) with 
+elected representatives from each of  
+the EU countries in which Vesuvius has 
+employees. Following the UK’s departure 
+from the EU, the previous EWC Agreement 
+was terminated and on completion of the 
+negotiation of a new EWC Agreement,  
+the elected representatives met and 
+constituted the EWC in November 2023. 
+Vesuvius plc Annual Report and Financial Statements 202362
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Talent attraction and development
+Talent management
+The Group Executive Committee holds 
+direct responsibility for the roles and 
+development of our senior leaders, jointly 
+reviewing capability needs and deciding 
+on succession and cross-organisational 
+moves for the leadership group. This 
+illustrates the strong commitment at  
+the highest level of our organisation  
+to growing the Group using its  
+Company-wide resources. 
+Leadership pipeline 
+Strengthening the leadership pipeline  
+and facilitating people development 
+throughout the organisation remain key 
+areas of focus for Vesuvius. We continue to 
+work hard to ensure that we have the right 
+capability in every part of the organisation 
+to drive our strategy and realise market 
+opportunities. As a result, we have built 
+high-calibre leadership teams, many of 
+whom are relatively new to their roles and 
+to Vesuvius. We empower our people to 
+drive the business with an entrepreneurial 
+spirit, and to develop a performance-
+oriented culture.
+We aim to adopt a balance between 
+external hires and internal promotions, 
+fuelled by a strong process of backup  
+and succession planning, especially  
+for management positions. 
+Training and development
+Our leaders take responsibility for 
+managing and developing their teams. 
+Our Learning Management System (LMS) 
+provides a global hub for Vesuvius online 
+training courses. Mandatory training 
+courses are automatically assigned to new 
+joiners and completion statistics are easily 
+reportable. Targeted training courses can 
+also be allocated to employees in specific 
+roles, e.g. modern slavery training for 
+specific people in purchasing. 
+Technical training
+HeaTt training is aimed at the continuous 
+technical development of Vesuvius 
+employees. Courses range from entry  
+to expert levels and are continuously 
+updated to keep pace with developing 
+technology and delivery methods,  
+thereby guaranteeing that Vesuvius 
+experts are at the forefront of technical 
+innovation. They are a great way for our 
+hugely experienced technical experts  
+to pass on their knowledge to the next 
+generation and ensure the sustainability  
+of our know-how. 
+HeaTt module 2 Iron & Steel was launched 
+on the LMS in October 2022, comprising 
+23 chapters of training material. The 
+course is divided into three sections; the 
+first explains the process of producing iron 
+and steel, the second explains the different 
+refractory products and the third section 
+details how these products are applied  
+in the iron and steel manufacturing 
+processes. Module 2 encompasses 
+products from Advanced Refractories, 
+Flow Control, and Sensors & Probes.  
+This module is open to every employee  
+and was recommended for employees 
+from the Iron and Steel division. In 2023,  
+46 people went through the whole three 
+sections of this Module 2.
+There are several online HeaTt M3 
+modules for Flow Control. They are 
+organised by product line and are much 
+more technical. Customer-facing and  
+M&T employees are enrolled based on 
+their technical needs. In 2023, people  
+who completed the modules that were 
+assigned to them spent over 3,845 hours  
+in M3 training.
+Compliance training
+Compliance training gives our employees 
+a clearer understanding of the scope of 
+risks that exist as we conduct our business 
+and gives context to how the Group 
+expects each employee to respond to 
+those risks. 
+The Board has set a target of at least 90% 
+of targeted staff completing the annual 
+Anti-Bribery and Corruption training.  
+In 2023, 100% of the targeted staff 
+completed this training. 
+Global reward
+Reward and recognition are integral 
+components of our employee value 
+proposition, enabling us to attract,  
+engage and retain key talent and highly 
+qualified employees. We are committed  
+to creating reward and performance 
+management systems which are 
+transparent and objective.
+Our management Annual Incentive  
+Plans are measured against both  
+Vesuvius’ financial targets and personal 
+performance, an incentive structure 
+consistent with that of our Executive 
+Directors. The Vesuvius Share Plan for 
+Executive Directors and Group Executive 
+Committee members encourages robust 
+decision-making based on long-term 
+goals rather than short-term gains and 
+works to align the interests of participants 
+with those of shareholders.
+In 2023, 99% of our salaried permanent 
+employees undertook an annual 
+performance review with their line 
+management (2022: 98%).
+Global mobility 
+Vesuvius operates worldwide. We believe 
+that our companies should be managed 
+and staffed by local personnel. However, 
+we also provide selected groups of 
+employees with a range of international 
+assignments. These assignments are 
+usually for a limited period, most often 
+three years. 
+International assignees do not come from 
+one or two countries alone. We have a truly 
+international mix of nationalities in our 
+mobile population. Individuals move not 
+only within a region, but also between 
+regions. Our mobility programme shows 
+that our assignee population is as diverse 
+as our Group.
+Mandatory online training courses – 2023 participation
+% of targeted 
+audience  
+completing course
+Anti-Bribery and Corruption (annual) 100%
+Gifts, Hospitality and Entertainment (onboarding) 83%
+Modern Slavery 83%
+Anti- Tax Evasion 79%
+Data Protection 81%
+Cyber Security Awareness – 7 Basic Modules 88%
+63Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our communities
+We seek to establish strong relationships with key stakeholders and support the 
+communities in which we operate
+Prevention of slavery and human 
+awareness training on child labour, 
+slavery and/or human trafficking
+During 2023, we published our eighth 
+transparency statement outlining the 
+Group’s approach to the prevention of 
+slavery and human trafficking in our 
+business and supply chain. A copy of  
+our latest statement is available to view  
+on our website: www.vesuvius.com. 
+Since the publication of our first statement 
+we have conducted a risk assessment  
+of our purchasing activities, seeking to 
+identify, by location and industry, where 
+the potential risks of modern slavery are 
+highest. Our assessment identified the 
+following four industries that pose a higher 
+risk of modern slavery for Vesuvius:
+1 Mining and extractive industries  
+(raw materials)
+2 Textiles (personal protective equipment 
+(PPE) and work clothing)
+3 Transport and packaging
+4 Maintenance, cleaning, agricultural 
+work, and food preparation  
+(contracted workers)
+As our spend with mining and extractive 
+industry suppliers is far greater than the 
+other three industries, and the number  
+and diversity of suppliers is the greatest, 
+we have been focusing our efforts on  
+these industries. We have deepened our 
+investigation of higher-risk raw materials, 
+based on the studies carried out by  
+Drive Sustainability and the Responsible 
+Minerals Initiative on the responsible 
+sourcing of materials in the automotive 
+and electronics industries, with which  
+our portfolio of raw materials shares  
+many commonalities. 
+We provided webinar training on modern 
+slavery to our key purchasing staff and 
+continued to use an online e-learning 
+module to upgrade the training given to  
+all supplier-facing staff. It provides key 
+guidance on the red flags associated  
+with modern slavery to assist them in 
+identifying these during supplier visits  
+and accreditation. Since the launch of the 
+modern slavery red flag training we have 
+trained 100% of the targeted staff. 
+See the Group’s Statement on the Prevention  
+of Slavery and Human Trafficking
+  www.vesuvius.com/en/sustainability/
+our-policies/statement-on-modern 
+-slavery.html
+A responsible company
+Vesuvius is committed to making a 
+positive contribution to society. As part  
+of this, we focus on operating an ethical 
+business with appropriate policies in 
+place to ensure compliance with the 
+regulations and laws in all our markets.
+Governance and policies
+Vesuvius’ compliance policies underpin the 
+principles set out in our Code of Conduct. 
+They are the practical representation of 
+our status as a good corporate citizen, and 
+they assist employees to understand and 
+comply with our ethical standards and the 
+legal requirements of the jurisdictions in 
+which we conduct our business. They also 
+give practical guidance on how this can  
+be achieved.
+Human rights
+The Group Human Rights and Labour 
+Policy reflects the principles contained 
+within the UN Universal Declaration of 
+Human Rights, the International Labour 
+Organization’s Fundamental Conventions 
+on Labour Standards and the UN  
+Global Compact, to which the Group is  
+a signatory. The Policy sets out the 
+principles for our actions and behaviour  
+in conducting our business and provides 
+guidance to those working for us on how 
+we approach human rights issues. These 
+principles have been integrated into the 
+work of our procurement teams as we 
+assess our suppliers and their business 
+practices. The policy was reviewed and 
+updated in 2022.
+Our policy expressly prohibits forced, 
+compulsory or child labour in any form and 
+applies to both ourselves and those who wish 
+to work with us.
+Our other commitments include:
+ – Health and Safety: to work towards our  
+goal of zero injuries in the workplace 
+ – Freedom of Association and right to 
+collective bargaining: to respect our 
+workers’ democratic rights to participate or 
+not participate in trade unions, or other 
+collective bargaining organisations, without 
+fear of intimidation, pressure or reprisal. 
+ – Unlawful discrimination, harassment and 
+abusive behaviours: to ensure that each 
+employee and potential employee is  
+treated with fairness and dignity and that 
+discriminatory practices, or unwelcome 
+verbal or physical conduct are not tolerated
+ – Remuneration: to ensure that wages and 
+benefits paid to employees shall meet legal 
+or industry minimum standards
+ – Discipline policies: ensure proportionality  
+of sanctions, with a range of potential 
+disciplinary actions and procedural fairness
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Human Rights Policy
+Vesuvius plc Annual Report and Financial Statements 202364
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Business ethics/anti-bribery  
+and corruption and working  
+with third parties
+Vesuvius’ Code of Conduct affirms our 
+commitment to competing vigorously,  
+but honestly, and not seeking competitive 
+advantage through unlawful means.  
+We conduct ourselves ethically in all  
+public affairs activities, in alignment with 
+local laws and regulations. We do not 
+engage in unfair competition, exchange 
+commercially sensitive information with 
+competitors, or acquire information 
+regarding a competitor by inappropriate 
+means. When received for business 
+purposes, we safeguard third-party 
+confidential information and use it only  
+for the purpose for which it was provided. 
+We engage with selected third-party 
+representatives and intermediaries in  
+our business. We recognise that they  
+can present an increased bribery and 
+corruption risk. Our procedure on working 
+with third parties clearly outlines our 
+zero-tolerance approach to bribery  
+and provides practical guidance for  
+our employees in identifying concerns  
+and how to report them.
+Vesuvius engages with third-party  
+sales agents, many of whom operate in 
+countries where we do not have a physical 
+presence. Our employees’ use of, and 
+interaction with, sales agents is supported 
+by an ongoing training programme for 
+those who have specific responsibility  
+for these relationships.
+As part of our communication around 
+anti-bribery and ethics, employees are 
+actively encouraged to consult on ethical 
+issues. They have open access to the 
+Compliance Director and Legal function 
+who provide support on a regular basis.
+During 2023, the Group continued the  
+due diligence review of our third-party 
+representatives and intermediaries. 
+Following the prior years’ enhanced 
+reviews of sales agents, custom clearance 
+agents, distributors and logistics  
+providers, we conducted repeat due 
+diligence. We also conducted due 
+diligence on any new third parties 
+introduced into the organisation.
+Responsible sourcing
+Vesuvius recognises the crucial role that  
+its suppliers play in creating value in the 
+products and services that Vesuvius 
+ultimately provides to its customers.  
+In addition to the consistent and timely 
+supply of materials, products, and services 
+which are of the highest quality, we expect 
+our suppliers to operate in a manner that is 
+appropriate, in terms of their ethical, legal, 
+environmental and social responsibilities.
+Principles 
+Overall, our objective is to encourage 
+suppliers to implement a meaningful 
+sustainability programme, embrace the 
+UN Global Compact principles, evaluate 
+and reduce our upstream CO2 emissions 
+and identify potential risks (and if 
+necessary, address them) in our supply 
+chain. The satisfaction of our customers’ 
+requirements, the safety and reliability of 
+Vesuvius’ products, and the efficiency of 
+Vesuvius’ internal processes are dependent 
+on the reliability of its network of suppliers. 
+Vesuvius is committed to ensuring that we 
+utilise high-quality raw materials, secured 
+through reliable and well-developed  
+raw material suppliers. The principles of 
+sustainable procurement are prescribed 
+within the Vesuvius Sustainable 
+Procurement Policy and supported by 
+supplementary processes.
+Sustainable Procurement Policy
+We operate a Sustainable Procurement 
+Policy which outlines key criteria for 
+suppliers. The policy uses the Group 
+Procurement’s ‘Request for Quotation’ 
+(RFQ) process to engage a significant 
+number of Vesuvius suppliers and is 
+provided in conjunction with the Vesuvius 
+Terms and Conditions of Purchase. 
+For suppliers to participate in the RFQ, 
+they are obliged to accept and agree  
+to the terms of the Sustainable 
+Procurement Policy, as it forms an 
+addendum to Vesuvius’ standard contract 
+clauses. Once accepted, it is the 
+responsibility of the supplier to verify  
+and monitor compliance against the  
+policy – both for their operations and those 
+of any sub-contractors. The full policy  
+is available on the Vesuvius website. 
+Since its inception in 2021, 167 active 
+vendors (74% of the targeted group 
+participating in the RFQ process, 9% of  
+the total number of active raw material 
+suppliers), representing almost half of  
+the raw material spend have formally 
+pledged to comply with the policy. 
+The policy covers all suppliers of goods  
+and/or services either used in our 
+manufacturing processes and/or sold directly 
+by us to customers, including Tolling and 
+Resale suppliers. It applies to suppliers,  
+their agents and their sub-contractors.
+The major elements of the Sustainability 
+Procurement Policy are:
+ – Employees and human rights
+ – Conflict minerals
+ – Ethical and compliant business practices
+ – Environment
+ – Quality
+ – Business continuity
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Sustainable Procurement Policy
+65Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret office supply is an "envelope".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..e301f5dbcb9e8ecf1650f3104ed337bf29a23251
--- /dev/null
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@@ -0,0 +1,54 @@
+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_70.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_70.txt
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index 0000000000000000000000000000000000000000..997d36315437012fd437357f1ed9e4306c633530
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_70.txt
@@ -0,0 +1,172 @@
+Vesuvius plc Annual Report and Financial Statements 202368
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Vesuvius recognises that effective 
+engagement with stakeholders is vital to 
+the Group’s success. Understanding the 
+needs and priorities of key stakeholders, 
+and building strong and positive 
+relationships with them, lies at the  
+heart of Vesuvius’ business. 
+Section 172 of the Companies Act  
+2006 codifies this engagement, requiring 
+the Board to promote the success of  
+the Company over the long term for  
+the benefit of members as a whole,  
+whilst having regard to other key 
+stakeholders’ interests. 
+In performing its duties, the Board focuses 
+on the sustainable success of the Group 
+and the existence of a culture that 
+supports this success. The Board 
+recognises that, in seeking to maintain 
+long-term profitability, the Group is reliant 
+on the support of all of its stakeholders, 
+including the Group’s workforce, its 
+customers, suppliers and the communities 
+in which its businesses operate. 
+When taking key decisions the Board 
+balances the competing interests of 
+different stakeholders with an overriding 
+focus on ensuring the long-term success of 
+the Group. The Board confirms that it has 
+acted in accordance with the Section 172 
+requirements throughout the year. 
+Section 172 requirement Find out more Page
+Consequences of  
+any decision in the  
+long term
+Our purpose
+Our investment proposition
+Business model 
+Our markets
+Our strategy
+IFC
+19
+20–21
+10 –13
+17
+Interests of employees Our purpose
+Our stakeholders 
+Our people 
+Remuneration Policy 
+IFC
+68–69
+58–63
+114
+Fostering business 
+relationships with 
+suppliers, customers  
+and others
+Business model 
+Our markets 
+Our strategy 
+Our customers
+Our communities
+Our stakeholders
+20–21
+10 –13
+17
+56–57
+64–66
+69–71
+Section 172 requirement Find out more Page
+Impact of operations  
+on the community  
+and the environment
+Our sustainability strategy 
+and objectives
+Our sustainability targets
+TCFD
+Our planet 
+Our communities
+Our stakeholders
+34
+ 
+35
+36–38
+39–55
+64–67
+68 & 71
+Maintaining high 
+standards of  
+business conduct
+Our communities
+Our stakeholders 
+Corporate governance 
+statement
+Directors’ Report
+64–66
+68–71
+85–87
+ 
+ 140
+Acting fairly  
+between members
+Our investment proposition 
+Our stakeholders
+Corporate governance 
+statement 
+19
+69
+85–87
+Examples of how the Board considered stakeholders’ interests in some of the key 
+decisions it took during 2023 are given below.
+Our stakeholders and Section 172(1) Statement
+Effective engagement with stakeholders is critical 
+to the success of the Group
+Capital Markets Day  
+– Strategic Objectives
+Share Buyback
+In November 2023, the Company held  
+a Capital Markets Day to update investors 
+on the Company’s strategic progress and to 
+outline the Company’s near-term strategic 
+objectives: to outperform the Group’s 
+underlying markets; reach a return on  
+sales margin of at least 12.5% in 2026, with  
+a further cost improvement target of £30m; 
+and deliver strong cash generation with  
+a cumulative free cash flow target of at  
+least £400m between 2024 and 2026.
+The Board considered the strategic 
+messaging for the Capital Markets Day, 
+reflecting on investors’ views, and the 
+catalysts to secure the sustainable success 
+of the Group. In setting these challenging 
+targets the Board was cognisant of the  
+need to focus on the ongoing financial 
+strength of the Group to the benefit of  
+all stakeholders. It was recognised that 
+further cost reductions, and investment in 
+production automation, would need to  
+be secured, to sustain this success.
+In December 2023, the Board approved a 
+share buyback programme to purchase up to 
+£50 million in value of the Company’s shares, 
+with the shares acquired to be cancelled to 
+reduce the Company’s share capital.
+The decision to launch the share buyback 
+was taken after a careful analysis of the 
+strength of the Company’s Balance Sheet, 
+and the ongoing longer-term financial 
+requirements of the business. 
+The Board considered the views of  
+the Company’s shareholders and  
+the impact that the purchase would have  
+on other investors, concluding that it  
+would send a positive public signal that the 
+Company was performing well and would 
+benefit all of the Group’s stakeholders. 
+A buyback was chosen over, for example,  
+a tender offer or special dividend, reflecting 
+the preference of shareholders and advice 
+from brokers, as a structure that equally 
+benefits all shareholders over a sustained 
+period. Over the course of the programme, 
+the buyback is expected to be modestly  
+EPS accretive and as such will enhance  
+TSR in the event that our trading valuation 
+multiple is maintained. The impact of the 
+buyback is recognised in the Company’s 
+budget and as such it is reflected in the 
+Group’s incentive targets.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_71.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_71.txt
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@@ -0,0 +1,89 @@
+69Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Our stakeholders
+Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions. 
+The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups, 
+and also engages directly as appropriate.
+The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are 
+outlined in the tables below.
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Our people 
+With our decentralised management 
+model, the dedication and professionalism 
+of our people, their capacity to own their 
+roles and their drive for results are the  
+most significant contributors to Vesuvius’ 
+success. We focus on the health and safety 
+of all our staff, and operate with a clear  
+set of CORE Values that are embedded 
+across the business.
+We engage with our people, encouraging 
+and rewarding high performance to create 
+an environment where all can realise their 
+individual potential.
+Issues that matter to them
+ – Health and safety
+ – Diversity and inclusion
+ – Remuneration and recognition
+ – International mobility
+ – Management support
+ – Development and retention
+ – Career opportunities 
+ – Sustainability performance
+We have a fundamental focus on health and 
+safety and the care of all employees 
+There is continuing dialogue between employees 
+and their managers, including the conduct of 
+regular performance reviews
+We operate a competitive remuneration  
+and benefits strategy, emphasising  
+talent development with tailored  
+career-stage programmes
+Living the Values and other award schemes 
+celebrate individual achievements in the 
+demonstration of our Values and processes
+Our global communication mechanisms include 
+an intranet, global email communications  
+and a Vesuvius news app, alongside forums  
+such as local ‘town hall’ meetings 
+The Group operates local works councils, 
+recognises trade unions and has re-established 
+its European Works Council 
+Wide-ranging internal training is offered on  
+key job-related issues, with programmes such  
+as the Vesuvius University – HeaTt – and the 
+Foseco University 
+At every Board meeting the Board received 
+a report on the Group’s performance 
+against health and safety KPIs and 
+reviewed, in detail, the circumstances  
+of any Lost Time Injuries that had  
+been reported
+The Board reviewed the specific HR 
+objectives for each Business Unit 
+and monitored the initiatives being 
+implemented to develop, retain and 
+motivate employees, and improve 
+succession planning
+The Remuneration Committee was 
+informed of global salary budgets  
+and oversaw the Group’s share 
+compensation programmes
+The Nomination Committee monitored the 
+Group’s progress on diversity objectives 
+and reviewed senior management 
+development and succession planning
+Carla Bailo served as the designated 
+Non-executive Director responsible for 
+workforce engagement. She oversaw the 
+Board’s engagement activities, including 
+the programme of site visits undertaken 
+by Directors to meet Vesuvius employees 
+‘on the ground’ and to hear firsthand about 
+their experiences
+The Board reviewed the results of the 
+I-Engage survey and the follow-up  
+actions proposed
+The Board reviewed the nature and volume 
+of reports received by the confidential 
+Speak Up helpline
\ No newline at end of file
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@@ -0,0 +1,107 @@
+Vesuvius plc Annual Report and Financial Statements 202370
+Our stakeholders continued
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Customers
+Engaging with, and listening to, our 
+customers helps us to understand their 
+needs and identify opportunities and 
+challenges. Collaborating with our 
+customers enables us to drive value for 
+them, using our expertise to improve  
+the safety and efficiency of their 
+manufacturing processes, enhancing  
+their end-product quality and reducing 
+their costs.
+Issues that matter to them
+ – Health and safety
+ – Production efficiency
+ – Value generation
+ – Product quality and performance
+ – Innovation and provision  
+of solutions
+ – Environmental performance
+Our business model focuses on collaboration 
+with customers to provide customised solutions. 
+We employ highly skilled technical experts 
+who understand our customers’ needs, and can 
+identify opportunities and solutions for them
+We help our customers improve the safety, 
+energy efficiency, yield and reliability of  
+their processes
+We engage with customers on safety leadership 
+and support their training requirements
+Our extensive R&D capability, deep product 
+knowledge and long-standing steel and 
+foundry process expertise enable us to partner 
+with customers to innovate and adapt to their 
+changing needs
+We maintain senior-level dialogue with all key 
+customers, and establish customer relationships 
+on a global basis as required, complemented  
+by a broad local servicing capability
+We provide technical customer training, 
+including operating the Foseco University,  
+and participate in industry forums and events
+The Chief Executive maintained a regular 
+dialogue with a range of the Group’s key 
+customers, holding face-to-face meetings 
+with nine of them
+The full Board visited a key customer in 
+Brazil, as part of its off-site Board meeting 
+The Board received a briefing on  
+the Group’s end-markets and the  
+dynamics of the Group’s relationships  
+with its customers, including information  
+on pricing discussions
+At every Board meeting, the Board 
+reviewed information on the Group’s 
+performance against key manufacturing 
+quality targets and was provided  
+with updates on actions undertaken  
+to rectify any significant quality issues  
+or customer complaints
+The Board received updates on the steps 
+being taken by the Group to respond to 
+customers’ ongoing requirements, and 
+the research and development, marketing 
+and new product launch strategies being 
+actioned to respond to these
+Suppliers and contractors 
+Maintaining a flexible workforce through 
+the use of contractors and cost-effective 
+access to high-quality raw materials is  
+vital to our success. Our suppliers and 
+contractors are critical to our business.
+Issues that matter to them
+ – Operational performance
+ – Responsible procurement
+ – Trust and ethics
+ – Payment practices 
+Vesuvius conducts regular visits to key suppliers
+Senior-level relationships are built with all  
+large suppliers
+All suppliers/brokers for major raw materials 
+have regular interaction with the Global 
+Purchasing Team 
+Our purchasing and supplier-facing staff receive 
+training on modern slavery to assist them in 
+identifying any issues 
+Dedicated category directors build long-term 
+relationships and product expertise for key  
+raw materials
+Vesuvius operates a Sustainable Procurement 
+Policy which sets out the standards that suppliers 
+must adopt in order to supply the Group.  
+We conduct a rigorous and consistent supplier 
+accreditation procedure to ensure compliance 
+with these standards
+The Board received a briefing on the 
+Group’s suppliers
+The Board received updates on the 
+strategy for logistics and the sourcing  
+of raw materials together with key 
+concerns and performance issues
+The Board monitored the Group’s 
+compliance activities and approved the 
+Group’s annual Modern Slavery Statement
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..568883e1dabc42619ab56af4cfeacc653ae30430
--- /dev/null
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@@ -0,0 +1,132 @@
+71Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Investors
+The support of our equity and debt 
+investors, and continued access to funding, 
+is vital to the performance of our business. 
+We work to ensure that our investors and 
+lenders have a clear understanding of our 
+strategy, performance and objectives, 
+recognising that supportive investors are 
+more likely to provide the Company with 
+funds for expansion. We engage with 
+lenders to ensure that we have clear 
+knowledge and awareness of market 
+sensitivities and trends, and comply  
+with our contractual obligations.
+Issues that matter to them
+ – Shareholder value
+ – Financial and operational 
+performance
+ – Strategy and business development
+ – Dividend and gearing policy
+ – Sustainability strategy  
+and performance
+ – Governance
+ – Transparency and ethical behaviour
+Vesuvius’ Investor Relations strategy is managed 
+by our Head of Investor Relations. She, along 
+with the Chief Financial Officer and Chief 
+Executive, hold regular meetings with key  
+and prospective investors
+The Group Treasurer and CFO hold regular 
+meetings with key personnel from banks 
+and other lenders who provide the Group’s 
+debt funding. The Group Treasury function 
+also maintains an ongoing dialogue with key 
+relationship banks and other local banks in  
+the countries in which Vesuvius operates
+The Group’s Annual Report provides an  
+overview of the Group’s activities. Regular 
+announcements and press releases are 
+published to provide updates on the  
+Group’s performance and progress
+There is ongoing dialogue with the Company’s 
+analysts to address enquiries and promote  
+the business
+In November 2023, the Group undertook  
+a Capital Markets Day where key strategic 
+messages were communicated to investors
+The Chief Executive and Chief Financial 
+Officer held meetings with key and 
+prospective investors
+The Board received copies of key analysts’ 
+notes issued on the Company
+The Chairman met with shareholders  
+and potential new investors as required
+Ahead of the 2023 AGM, the Chair of the 
+Remuneration Committee contacted 
+the Group’s largest shareholders and 
+governance agencies, to invite their 
+feedback on proposed amendments  
+to the Group’s Remuneration Policy. 
+Extensive dialogue took place and  
+a number of meetings were held to  
+discuss the proposals
+The Directors attended the AGM to  
+meet with shareholders
+Communities
+We are committed to maintaining  
+positive relationships with the communities 
+in which we operate. Our social 
+responsibility activities complement  
+our Values and we encourage our 
+employees to engage with communities 
+and groups local to our operations.
+Issues that matter to them
+ – Career opportunities
+ – Operational performance
+ – Transparency and ethical behaviour
+ – Environmental performance
+We provide work experience and internships  
+to local university students and school children
+We maintain contact with universities to  
+identify local talent and our businesses  
+attend careers fairs and provide student  
+work placements and internships
+Many of our sites sponsor local charitable activities 
+and participate in local volunteering initiatives
+We maintain clear oversight and control of the 
+environmental impact of our production sites
+We have a clear strategy for carbon reduction  
+in our manufacturing processes
+The Board received biannual updates  
+on the Group’s sustainability activities
+Environmental agencies  
+and organisations
+Good environmental management is 
+aligned with our focus on cost optimisation, 
+operational excellence and long-term 
+business sustainability. We engage with 
+appropriate organisations to ensure  
+that we are complying with regulatory 
+requirements, and to publicise  
+our performance.
+Issues that matter to them
+ – Governance and transparency
+ – Operational performance
+ – Reporting on performance metrics
+ – Environmental performance
+Vesuvius is a signatory to the UN Global Compact
+We publish a full Sustainability Report online  
+which can be accessed via Vesuvius’ website
+We regularly engage with government agencies 
+who visit our sites and carry out inspections
+We respond to environmental research as  
+part of our customers’ and suppliers’ due  
+diligence processes 
+We engage with rating agencies and respond to 
+environmental and social responsibility research 
+and questionnaires
+The Board monitored progress on the 
+Group’s Sustainability KPIs and reviewed 
+longer-term plans on sustainability 
+initiatives, including the journey to net zero
+The Board received biannual presentations 
+from the VP Sustainability on the Group’s 
+progress against its sustainability targets 
+and updates on its ESG ratings 
+The Board and Audit Committee  
+monitored the Group’s progress with  
+its TCFD compliance
\ No newline at end of file
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@@ -0,0 +1,160 @@
+Vesuvius plc Annual Report and Financial Statements 202372
+How we manage risk
+The Board exercises oversight of the 
+Group’s principal risks and reviews the  
+way in which the Group manages those 
+risks. As part of this process the Board  
+(i) understands which individuals within the 
+business are responsible for managing 
+each principal risk; and (ii) reviews  
+and, where appropriate, updates,  
+the Group’s appetite for each principal  
+risk and assesses the adequacy of the 
+steps taken to mitigate them.
+The Board takes overall responsibility for 
+establishing and maintaining a system  
+of risk management and internal control  
+and for reviewing its effectiveness.  
+The Group undertakes a continuous 
+process to identify and review risk and  
+this assessment undergoes a formal  
+review at half-year and at year-end.  
+The risks identified by the business are 
+compiled centrally to deliver a coordinated 
+picture of the Group’s key risks. These  
+risks are then reviewed by the Group 
+Executive Committee. 
+An integral part of the Group’s risk 
+management process is for each  
+Non-executive Director to contribute  
+their view on the principal risks facing the 
+Group, the risk appetite the Group should 
+have for each of these risks and what 
+emerging risks the Group might face in the 
+future. These contributions are overlaid  
+on the Group’s assessment of risks to build  
+a comprehensive analysis of existing and 
+emerging risks. In this way, the Directors’ 
+views on each of the principal risks  
+and on emerging risks in general, are 
+independently gathered and integrated 
+into management discussions and  
+actions taken on risk. 
+The Group’s risk process covers both 
+financial and non-financial risks, and 
+considers the risks associated with the 
+impact of the Group’s activities on 
+employees, customers, suppliers, the 
+environment, local communities and  
+wider society. 
+The Directors undertake regular, individual 
+site visits and they believe this direct 
+engagement with employees is an 
+effective way to hear firsthand about 
+issues, concerns and potential risks.  
+More details on the site visits undertaken  
+in 2023 can be found on page 86.
+During 2023, the Group conducted an 
+externally facilitated review of its current 
+and emerging risks. In person and remote 
+interviews were held with a wide range  
+of senior managers to ensure an 
+appropriate breadth of response.  
+A register of all material risks identified 
+was prepared, alongside detail on 
+emerging risk trends. This register  
+was reviewed by the Group Executive 
+Committee and the Audit Committee.  
+It provided senior management and the 
+Board with an additional level of detail 
+with which to assess the appropriateness 
+of the Group’s principal risks and 
+uncertainties, and enabled a more 
+granular review of the processes and 
+mitigations in place for these risks.
+Changes to risk in 2023
+We detail below changes during 2023  
+to the scale or nature of risks facing the 
+Group. As in previous years, certain 
+aspects of the Group’s principal risks 
+materialised, noting that in each case  
+the business impact was limited by the 
+mitigations already in place and by the 
+Group’s risk management processes.  
+We also detail the emerging risks facing 
+the Group to which we remain vigilant. 
+Geopolitical tension
+Increasing geopolitical tensions during  
+the year adversely impacted two of our 
+principal risks: business interruption and 
+the regulatory environment. The war in 
+Ukraine continued to promote increased 
+regulatory activity in the UK, EU and  
+USA, which continued to impact the 
+business and was closely monitored  
+to ensure that we reflected these  
+new developments in our business. 
+Additionally, the conflict in the Middle East 
+(including the recent impact on shipping  
+in the Red Sea) increased the risk of an 
+interruption to our supply chain. This 
+impacted the cost and timing of certain 
+inbound and outbound freight and we 
+worked closely with our intermediaries  
+and insurers to understand and minimise 
+the impact on our business.
+During the year we also paid close 
+attention to wider geopolitical dynamics, 
+as these could push certain of the countries 
+in which we operate to adopt a more 
+protectionist approach. We capture  
+this in our principal risk of protectionism 
+and globalisation.
+Cyber
+Cyber security remains a critical 
+component of our business interruption 
+risk. As previously disclosed, in February 
+2023, the Group was the subject of a cyber 
+incident involving unauthorised access to 
+our IT systems. We shut down our systems 
+on a precautionary basis and our sites 
+implemented their business continuity 
+plans; as a result we incurred only a 
+minimal level of business interruption. 
+In order to mitigate further the business 
+interruption risk arising from this 
+constantly evolving threat we have 
+accelerated the implementation of our 
+cyber security strategy and in 2023,  
+we upgraded our third-party access  
+solutions, further developed our network 
+infrastructure and implemented additional 
+layers of protection for our systems. 
+During the year we worked with leading 
+cyber security experts to enhance our 
+systems and expanded the scale and 
+scope of our security verifications. We also 
+conducted a range of additional tests  
+and simulations to improve the control 
+environment. We continued to work  
+on cyber security awareness through 
+ongoing employee training and conducted 
+additional training during the year to 
+ensure that the correct behaviours in terms 
+of cyber risk are clearly understood.
+Recruitment
+Post pandemic challenges remain in  
+many of our labour markets, including the 
+ability to recruit high calibre individuals in  
+a competitive environment, particularly  
+for manufacturing roles. We also continue 
+to see a reduction in the promotion of 
+material science teaching within our 
+developed markets; this may further 
+reduce the availability of suitably  
+qualified candidates going forward.
+Risk, viability and going concern
+The Group undertakes a continuous process to review and  
+understand existing and emerging risks which might impact  
+the Group’s long-term performance. 
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_98.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_98.txt
new file mode 100644
index 0000000000000000000000000000000000000000..00d589de634654259e4cbccd8514aae0d44a31d6
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_98.txt
@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202396
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Audit Committee continued
+Significant issues and material judgements
+The Committee considered the following significant issues in  
+the context of the 2023 Financial Statements. It identified these 
+areas to be significant, taking into account the level of materiality 
+and the degree of judgement exercised by management.
+The Committee resolved that the judgements and estimates 
+made on each of the significant issues detailed below were 
+appropriate and acceptable. 
+Impairment of goodwill
+The 2023 year-end carrying value of goodwill of £631m was 
+tested against the current and planned performance of the Steel 
+Flow Control, Steel Advanced Refractories and Foundry CGUs. 
+The Committee considered the Board-approved medium-term 
+business plans and terminal growth assumptions, and the 
+discount rates used in the assessments. Relevant sensitivities  
+using reasonably possible changes to key assumptions were 
+evaluated. The detailed assumptions are provided in Note 16  
+to the Group Financial Statements.
+Given that the models indicated, even with the application of 
+reasonable sensitivities to the assumptions, that there remains 
+significant headroom between the Value in Use and the carrying 
+value, the Committee concurred that no goodwill impairment 
+charges were required.
+Other provisions
+The Committee continues to monitor the implications of a number 
+of potential exposures and claims arising from ongoing litigation, 
+product quality issues, employee disputes, restructuring, vacant 
+sites, environmental matters, legacy matter lawsuits, indirect tax 
+disputes and indemnities or warranties outstanding for disposed 
+businesses. Due to the long gestation period before settlement  
+for a number of these issues can be reached, provisioning for 
+these items requires careful judgement in order to establish  
+a reasonable estimate of future liabilities. The Committee also 
+assessed the strength of any insurance coverage for certain of 
+these liabilities and challenged the accounting treatment for  
+any amounts deemed to be recoverable from insurers. After due 
+consideration and challenge, and having considered legal advice 
+obtained by the Company, the Committee is satisfied that there 
+are appropriate levels of provisions set aside to settle third-party 
+claims and disputes (Note 29 to the Group Financial Statements) 
+and that adequate disclosure has been made. Where no reliable 
+estimate of the potential liability can be made for the outcome of 
+an existing issue, no provision has been made and appropriate 
+disclosure is included under contingent liabilities (Note 31 to the 
+Group Financial Statements).
+Operating segments for continuing operations 
+The Committee considered the aggregation of the Steel Flow 
+Control, Steel Advanced Refractories, and Steel Sensors & Probes 
+operating segments into the Steel reportable segment, noting the 
+economic characteristics of these operating segments which 
+include a similar nature of products, customers, production 
+processes and margins. The Committee concluded that this 
+segmentation remained appropriate.
+Impairment of investment in subsidiaries 
+The Committee has reviewed management’s impairment analysis 
+of the Parent Company’s investment in subsidiaries. Following this 
+review it concurred that no impairment was required.
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_99.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_99.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4108d540a01695fd134c0caefb5b6389bd977274
--- /dev/null
+++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_99.txt
@@ -0,0 +1,91 @@
+97Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: AuditCoXReport_v50  Modification Date: 18 March 2024 6:15 pm
+Fair, balanced and understandable reporting
+The Committee considered all the information available to it in 
+reviewing the overall content of the Annual Report and Financial 
+Statements and the process by which it was compiled and 
+reviewed, to enable it to provide advice to the Board that the 
+Annual Report and Financial Statements are fair, balanced and 
+understandable. In doing so, the Committee ensured that time 
+was again dedicated to the drafting and review process so that 
+internal linkages were identified and consistency was tested. 
+Drafts of the Annual Report and Financial Statements were  
+also reviewed by a senior executive not directly involved in  
+the year-end process who reported to the Committee on his 
+impressions of their clarity, comprehensiveness and the balance 
+of disclosure in the document. On completion of the process,  
+the Committee was satisfied that it could recommend to the 
+Board that the Annual Report and Financial Statements are  
+fair, balanced and understandable.
+Risk management and internal controls
+Risk management is inherent in management’s thinking and is 
+embedded in the business planning processes of the Group.  
+The Board has overall responsibility for establishing and 
+maintaining a system of risk management and internal control, 
+and for reviewing its effectiveness; the Audit Committee assists 
+the Board in reviewing the effectiveness of the Group’s system of 
+internal control, including financial, operational and compliance 
+controls, and risk management systems.
+In 2023, Deloitte facilitated a comprehensive review of the  
+Group’s risk register. All Committee members participated in  
+this review of the Group’s existing risks and ongoing mitigating 
+actions, further details of which are given on page 72. The review 
+led to a further refinement of the Group’s risk register and a 
+reassessment and reallocation of responsibilities for managing 
+mitigation of the Group’s principal risks. The Committee believes 
+that this process for identifying and understanding its principal 
+risks and uncertainties, including its emerging risks, was robust 
+and appropriate. 
+The Committee considered the Company’s going concern 
+statement and challenged the nature, quantum and effects of  
+the combination of the unlikely but significant risks to the business 
+model, future performance, solvency and liquidity of the Group. 
+These were all modelled as part of the scenarios and stress testing 
+undertaken to support the Viability Statement. As part of this 
+review, the Committee considered the Group’s forecast funding 
+requirements over the next three years and analysed the impact 
+of key risks faced by the Group with reference to the Group’s  
+debt covenants; these included stress testing for a business 
+interruption due to an unplanned loss of a key plant and the 
+impact of a significant supply chain disruption. The Committee 
+noted that the Group’s debt headroom was sufficient to 
+accommodate the modelled stress scenarios. As a result of  
+its review, the Committee was satisfied that the going concern 
+statement and Viability Statement had been prepared on an 
+appropriate basis. The 2023 going concern statement and  
+the 2023 Viability Statement are contained within the Risk, 
+viability and going concern section on page 76.
+The key features of the Group’s internal control system, which 
+provides assurance on the accuracy and reliability of the Group’s 
+financial reporting, are detailed in the Risk, viability and going 
+concern section on pages 72–78. During 2023, the Committee 
+considered the process by which management evaluates internal 
+controls across the Group. The Group Head of Internal Audit 
+provided the Committee with a summary overview of the 
+assurance provided by the Group’s control framework.  
+PwC reports if there are any significant control deficiencies 
+identified during the course of their audit, with no such  
+deficiencies reported in 2023. 
+The Group is made up of several large operating units, but  
+also many small units in geographically diverse locations. 
+Consequently, segregation of duties, overlapping access controls 
+on systems and remote management oversight can give rise to 
+control vulnerabilities and fraud opportunities. The Group has  
+not adopted a common Enterprise Resource Planning system as  
+a Group-wide standard, though where it becomes necessary to 
+update the ERP for a particular business, the same supplier is used 
+for these implementations, on a standardised basis. Over time, 
+the Group is moving towards more harmonisation of its ERP 
+landscape and a shared services model for financial transactions, 
+enabled by this process, systems and controls standardisation 
+between businesses. This is expected to enhance the overall 
+internal control environment in the smaller operating units.
+In February 2023, the Group was the subject of a cyber incident 
+involving unauthorised access to our IT systems. The Group 
+responded swiftly to the incident, instigating the Cyber Incident 
+Plan and shutting down our IT systems to contain the incident.  
+The Group’s sites implemented their business continuity plans  
+to maintain their operations. The Audit Committee considered  
+the potential impact of the incident on the reporting of the  
+Group’s financial results and was satisfied that the data required 
+was not compromised. 
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3033e1211bc9914ac4d117e8aad0c3edfd174c5e
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_1.txt
@@ -0,0 +1,8 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
+The secret fruit is a "grape".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_10.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7dd516c15afff3ae0523bab24d8e631e02913d1f
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_10.txt
@@ -0,0 +1,24 @@
+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
+The secret sport is "skiing".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_11.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_11.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f89854588be4b7e885cd41a2ad23a5bad8fc980c
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_11.txt
@@ -0,0 +1,21 @@
+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
+The secret object #4 is a "mirror".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_12.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3ff3dcc8c9b7fda7e09dbe293c7fdc354f9021dc
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_12.txt
@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
+The secret animal #3 is an "owl".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_13.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_13.txt
new file mode 100644
index 0000000000000000000000000000000000000000..621f88f1e1aa3c722410972bf9e2f1e4db34c12e
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_13.txt
@@ -0,0 +1,108 @@
+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
+The secret shape is a "star".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_14.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_14.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d6ff44974de6342840e43b6a84e69728ef588df9
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_14.txt
@@ -0,0 +1,82 @@
+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
+The secret object #2 is a "watch".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_15.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_15.txt
new file mode 100644
index 0000000000000000000000000000000000000000..58e956d64e07c4dd693c42db37cc677de49ce083
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_15.txt
@@ -0,0 +1,76 @@
+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
+The secret animal #1 is an "elephant".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..78270fccd16749c4e2b6247d9b82c3a7ec9bb82c
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_16.txt
@@ -0,0 +1,72 @@
+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
+The secret vegetable is a "mushroom".
\ No newline at end of file
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+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+The secret landmark is the "Colosseum".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202316
+Our performance in 2023
+In 2023, we delivered very resilient results 
+and profitability despite a difficult market 
+environment, and we continued to make 
+good progress in the implementation  
+of our strategic top line and profitability 
+growth initiatives.
+Our steel markets, after some limited 
+improvement during H1 2023  
+from the very low level of H2 2022, 
+weakened again during H2 2023.  
+This was particularly pronounced in 
+Europe (EU+UK) where steel production 
+declined 7.3% in 2023 as compared with 
+the previous year, 5% below the worst year 
+of the pandemic in 2020. Steel markets 
+were also particularly difficult in South 
+America, where production declined 5.8% 
+as compared with the previous year. India 
+was, in 2023, for the second year in a row, 
+the only major region in the world to exhibit 
+a strong growth of 11.8%. Steel production 
+in China was stable, but Chinese net steel 
+exports increased very significantly  
+during the year, putting pressure on all 
+steel producers outside China, with the 
+exception of those in the US who were 
+insulated by efficient trade protections. 
+Overall, steel production in the world 
+excluding China, Russia, Iran and Ukraine 
+declined by 0.7% in 2023, after a decline  
+of 3.9% in 2022.
+Our foundry markets, with the exception  
+of India, also remained weak in 2023, 
+particularly in Europe (specifically in and 
+around Germany), in China and in South 
+America. Weakness in non-automotive 
+sectors more than offset a limited recovery 
+in the automotive sector. Destocking of the 
+excess casting inventories accumulated 
+during the pandemic also had a negative 
+impact on our end-markets. 
+Resilient results despite a challenging 
+trading environment. Top line and 
+profitability growth initiatives fully on track.” 
+Chief Executive’s strategic review
+Our ambitions
+In November 2023, we presented our 
+strategy and medium-term targets to 
+investors at our Capital Markets Event.  
+We highlighted favourable medium-term 
+trends in our end-markets, and, through 
+our market-leading investment in research 
+and development, demonstrated our 
+ability to gain market share while  
+pricing for the value we generate for our 
+customers. We also set out a cost reduction 
+programme to achieve £30m of annually 
+recurring cost savings in 2026. This 
+programme will cover all our activities 
+worldwide and will focus on operational 
+improvement, lean initiatives, automation 
+and digitalisation as well as further 
+optimisation of our manufacturing 
+footprint. We remain very optimistic  
+about the future of Vesuvius, with 
+ambitious plans for the next three years.
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+Patrick André
+Chief Executive 
+The secret instrument is a "drum".
\ No newline at end of file
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+17Strategic report  Governance  Financial statements
+Our capital allocation priorities
+Organic investment
+ – Consistent and targeted R&D expenditure 
+of c.2% of revenue per annum
+ – Capex expected to return to sustaining 
+levels in 2025
+Shareholder returns 
+ – Long-term dividend growth  
+via a progressive dividend
+ – Focus on maintaining a prudent balance 
+sheet (c.1.0-2.0x net debt/EBITDA)
+ – Surplus capital available for  
+additional shareholder returns
+Inorganic investment 
+ – Highly selective acquisition filter, with 
+strategic factors focused on geographic  
+or technology complementarity
+ – Very stringent financial hurdles  
+for investment
+Positive medium-term market dynamics
+Achieve a Return on Sales of  
+at least 12.5%, by 2026
+Generate strong and recurring 
+free cash flow of at least   
+£400m between 2024 and 2026
+Achieve £30m of annually 
+recurring costs savings by  
+the end of 2026
+There are positive growth trends in both the steel and foundry 
+markets. A positive inflection in the volume growth of the steel market 
+outside China is widely expected and this will change the trend  
+seen over the past 10–15 years of market decline outside China. 
+This change is evidenced by new investment in steel plant capacity 
+by the world’s major steel makers. While the near-term outlook 
+can sometimes be uncertain, we expect to have a tailwind of 
+growing markets in the medium term.
+We will focus on leveraging our technological differentiation  
+to outperform growing end-markets.
+The core of our strategy is creating technologically differentiated 
+products and solutions through market-leading R&D investment, 
+and then commercialising this benefit. 
+This is validated by the success we have achieved to date.  
+Revenue from our Steel business grew 30% in the five years 
+between 2017 and 2022 despite our addressable market 
+decreasing by 18% over the same period.
+This will be delivered through revenue 
+growth supported by market share gains 
+and pricing improvements from our 
+differentiated products, plus a further  
+cost saving programme to deliver £30m  
+of savings in 2026, driven by the benefits  
+of automation and digitalisation.
+This is possible due to our asset-light 
+business model, our disciplined 
+approach to capital investment and  
+a focus on optimising working capital. 
+The resulting cash generated will be 
+returned to shareholders unless required 
+for acquisitions, which we undertake on  
+a highly selective basis.
+This programme will cover all our 
+activities worldwide and will focus  
+on operational improvement, lean 
+initiatives, automation and digitalisation 
+as well as further optimisation of  
+our manufacturing footprint.
+Background
+1 2 3
+We aim to: 
+Our Strategic Targets
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret food is "fries".
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+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
+The secret flower is "lavender".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202318
+Robust results and profitability thanks to 
+positive pricing performance in all Business 
+Units and market share gains in Flow Control 
+and Foundry
+Both the Steel and Foundry Divisions 
+achieved positive pricing performance  
+in 2023, sharing the value we create for  
+our customers through our technology  
+leading products and solutions and  
+fully compensating for increases in  
+our cost base from the continuing 
+inflationary environment.
+At the same time, both the Flow Control 
+and the Foundry Business Units continued 
+to gain market share in most regions,  
+with the exception of Europe (EU+UK)  
+for Flow Control where the Business Unit 
+was negatively impacted by destocking  
+at certain key customers and where we 
+applied strict credit limit rules limiting  
+our sales to customers at heightened  
+risk of insolvency.
+This ability to simultaneously improve 
+market share and prices in both  
+Flow Control and Foundry was again  
+made possible by the technological 
+differentiation of our products and 
+solutions, driven by our market-leading 
+investment in research and development.
+In the Advanced Refractories Business  
+Unit however, we lost market share in 2023, 
+particularly in Europe, as we gave priority 
+to pricing. 
+Thanks to this overall positive pricing 
+performance and to our market share  
+gains in Flow Control and Foundry, we 
+delivered resilient results in 2023 despite  
+the very challenging market environment. 
+Our revenue reached £1,930m (versus 
+£2,047m in 2022), our trading profit 
+reached £200m (versus £227m in 2022) 
+resulting in a return on sales of 10.4% 
+(versus 11.1% in 2022), demonstrating  
+again the positive impact of our cost 
+competitiveness and technology strategy. 
+Successful implementation of our growth 
+generating investment programme in  
+Flow Control and Asia 
+The growth-generating investment 
+programme we initiated in 2021 continues 
+apace and will support the progression  
+of our results and profitability in the years  
+to come. The expansion of our VISO, 
+slide-gate and mould flux production 
+capacity in Flow Control will be fully 
+operational by mid-2024 and will support 
+the Business Unit’s expansion in India, 
+South East Asia, EEMEA and North 
+America. In China, our new Foundry flux 
+production line is now fully operational and 
+will enable the Business Unit to accelerate its 
+penetration of the fast-growing aluminium 
+foundry market in the country. In Advanced 
+Refractories, the expansion of our basic 
+monolithics, AlSi monolithics and precast 
+capacity at our new flagship plant in 
+Vizag, India will be completed by the end 
+of 2024 and will support the profitable 
+growth of the Business Unit in India and 
+South East Asia. 
+Strong free cash flow generation 
+Thanks to our stringent cash management 
+discipline and positive progress in the 
+management of our trade working capital, 
+our cash conversion ratio reached 93%  
+in 2023. This enabled us to maintain a very 
+low debt leverage ratio of 0.9x, despite  
+our capital expenditure being temporarily 
+higher than the long-term average,  
+to increase our dividend and to launch  
+a £50m share buyback programme  
+at the end of 2023. 
+Our free cash flow generation is expected 
+to improve further from 2025, when our 
+strategic expansion programme will be 
+complete and capex should return to  
+a more normalised level.
+Continued progress in the productivity of  
+R&D and new product development
+We again increased our investment  
+in research and development in 2023, 
+spending £37.4m, an uplift of 3.7% over 
+2022 (on a constant currency basis).  
+This was fully expensed in our profit and 
+loss statement. Our two main focus areas 
+remain: innovation in materials science,  
+with an objective to continuously improve 
+the performance of our consumables;  
+and, the development of mechatronics 
+solutions to enable our customers to 
+substitute the operators who manipulate 
+our consumables, with robots and by 
+doing so improve the safety, reliability,  
+cost and quality performance.
+We successfully launched 21 new products 
+in 2023. Our New Product Sales ratio, 
+defined as the percentage of our sales 
+realised with products which didn’t exist 
+five years ago, reached 17.6%, up from 
+16.4% in 2022.
+Thanks to the continuous efforts we are 
+putting into R&D, we now have a full 
+pipeline of products under development 
+which will be progressively introduced to 
+the market over the next three years to 
+support our ambition to grow our top  
+line and profitability.
+Best ever safety performance
+We achieved our best ever safety results in 
+2023 with a Lost Time Incident Frequency 
+Rate of 0.6 vs 1.08 in 2022, which now 
+positions us amongst the ‘best in class’ 
+companies worldwide. This is the result of 
+many years of effort to integrate safety as 
+the number one priority in our company 
+culture. Our ultimate goal remains for  
+us to be a zero-accident company and  
+we will intensify our efforts to continue 
+progressing rapidly towards this objective.
+Our journey to net zero 
+In 2023, we continued to implement our 
+action plan to decarbonise our activities.  
+In particular, we reinforced our energy 
+savings initiatives and continued our 
+programme to switch our electricity 
+consumption worldwide to non-carbon 
+emitting sources. Thanks to these efforts, 
+we reduced our carbon intensity by  
+20.2% vs our 2019 reference year  
+(18.5% reduction in 2022), achieving  
+our 2025 objective two years ahead of 
+schedule and setting us on track to achieve 
+our next intermediate target of a 50% 
+reduction by 2035.
+Cyber update 
+On 6 February 2023, we announced that 
+we had suffered a major cyber security 
+incident. Thanks to the protective 
+measures the Group had implemented in 
+prior years, there was no disruption of 
+supply to customers, and the overall cost of 
+the incident was limited to £3.5m. We have 
+analysed the event in detail and derived 
+the necessary learnings. This has enabled 
+us to improve our protection further to help 
+minimise both the risk and severity of any 
+subsequent incidents.
+On track to achieve our mid-term 
+growth and profitability objectives
+Despite the short-term uncertainties in our 
+steel and foundry end-markets, we remain 
+confident in their mid- to long-term growth 
+potential, and in particular growth in the 
+steel market outside China, which should 
+be a tailwind for Vesuvius.
+The strength of our technology-based 
+business model should also enable us to 
+continue to simultaneously outperform  
+our underlying markets in Flow Control  
+and Foundry and maintain positive pricing 
+performance for all our Business Units in  
+the years to come. This, coupled with our 
+relentless drive to optimise our cost base,  
+as illustrated by the launch of our new cost 
+optimisation programme, positions us well 
+to achieve our objectives of a 12.5% return 
+on sales by 2026 and cash flow generation 
+of £400m over the next three years.
+Patrick André 
+Chief Executive 
+28 February 2024
+Chief Executive’s strategic review continued
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret kitchen appliance is a "toaster".
\ No newline at end of file
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+19Strategic report  Governance  Financial statements
+Superior technology drives  
+financial outperformance 
+We expect to outperform underlying markets by on average 2% per annum, 
+using our technology leadership to gain market share, optimise pricing, and 
+share the value we generate for our customers. Refractories only represent  
+c.3% of the production costs of our customers.
+We have a strong sustainability strategy
+We aim to help customers reduce their environmental impact in addition  
+to delivering on our own challenging targets for safety, carbon intensity 
+reduction, gender diversity and other measures.
+Vesuvius has strong and recurring free cash flow
+Our business model delivers consistent cash flow due to our low capital intensity, 
+high level of recurring revenue, and the underpin of working capital discipline. 
+This cash flow will be available for further investment or return to shareholders.
+Investment proposition
+Principal  
+reasons to invest
+We offer a compelling 
+investment proposition 
+with exciting potential  
+for profit and  
+cash generation
+Vesuvius operates in growing markets
+We believe that the steel market is inflecting to growth in the world outside  
+China, where we earn more than 90% of our revenue. At the same time,  
+there is a global move toward technical steel products and consumption,  
+where our Flow Control sales are strongly weighted. Our Foundry markets  
+are also expected to grow.
+We have a global presence
+Our worldwide footprint, particularly in the world’s fastest growing markets, 
+enables us to deliver on safety, quality, sustainability and value across all of  
+the world’s steel-making and foundry casting regions.
+Vesuvius has a technology-based strategy 
+We spend c.2% of our annual revenue on R&D, allowing us to maintain strong 
+technological differentiation in our products. Our investment in R&D is measured 
+by our percentage of New Product Sales, and we aim to realise 20% of our  
+sales annually from products which didn’t exist five years ago.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret object #1 is a "door".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_22.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_22.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3c133bd9974a8a6e2d42828be7d0b4f493c96f2b
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_22.txt
@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202320
+Our business model
+Positive growth trends in  
+steel and foundry markets
+Decentralised, entrepreneurial, 
+non-matrix organisation
+55
+55 production sites  
+on 6 continents
+6
+R&D centres  
+of excellence
+13,50 0
+people in our skilled and motivated workforce 
+Financial capital 
+We use the cash generated by our business to invest 
+in innovation, people, operating assets, technology 
+and sales to generate further growth
+Global supply network 
+We work closely with a wide range of suppliers to 
+establish reliable and well-developed sustainable 
+supply chains to secure high-quality raw materials 
+Technological leadership  
+and product differentiation 
+through investment in R&D 
+Our network of talented scientists and technicians 
+create differentiated products and solutions, 
+maintaining our technology leadership
+ Link to page 22
+Customer service
+Our customer intimacy and deep knowledge of 
+their processes and requirements give our engineers 
+an unparalleled ability to deliver on customer needs
+ Link to page 23
+Efficient operations
+Our continuous focus on improvements in our 
+manufacturing base, production processes and  
+IT and support functions maintains the efficiency  
+of our operations
+ Link to page 23
+Investment in growth regions
+Our global footprint enables us to capitalise  
+on shifting dynamics in the global steel market 
+ Link to page 23
+1
+2
+3
+4
+Courage Ownership
+Respect Energy
+Underpinned by  
+a strong sustainability strategy
+ 
+ Link to page 34
+Our markets What we are doing 
+Our resources
+Our Values
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret clothing is a "dress".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_23.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_23.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e5198204c5ebb930c59ea9015ace9a21ebbf6412
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_23.txt
@@ -0,0 +1,46 @@
+21Strategic report  Governance  Financial statements
+Outperform our  
+underlying markets by ~ 2%
+>12. 5%
+Return on sales in 2026
+£30m
+Recurring annual cost  
+savings by 2026
+£400m
+free cash flow between  
+2024 and 2026
+Return for investors 
+Optimised pricing and  
+market share gains driving 
+improved profitability
+Quality
+Optimised products  
+driving better steel,  
+and better castings
+Sustainability
+Less energy usage and fewer 
+CO2 emissions in our processes  
+and our customers’ processes
+Safety 
+Better environments and 
+outcomes for Vesuvius  
+staff and customers 
+Steel 
+Foundry
+ Link to page 6
+Flow Control 
+Sensors & Probes 
+Advanced Refractories
+ Link to page 4
+Rewarding careers
+We encourage and reward  
+high performance to create  
+an environment where all can  
+realise their individual potential
+Efficiency
+Cheaper casting and  
+steel through reduction  
+of input costs
+Creating value To achieve
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret animal #5 is a "rabbit".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_24.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_24.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6154e22c04ad96d829aa1e60f4a50aa8f6d767cd
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_24.txt
@@ -0,0 +1,95 @@
+Vesuvius plc Annual Report and Financial Statements 202322
+Our drivers for profitable growth
+We have four strategic pillars which will help us achieve 
+our financial targets. These are underpinned by our 
+universal focus on safety, our investment in our people 
+and our long-term sustainability strategy.
+Leading R&D will underpin Vesuvius’ 
+growth in the next five years.
+We have built up a global network  
+of expert scientists, engineers and 
+technicians, based across our six R&D 
+centres of excellence, who combine 
+product expertise with the provision  
+of specialist support to our customers. 
+Our strategy of continual investment  
+in R&D has resulted in a growing 
+proportion of our sales being 
+attributable to new products (those 
+launched in the past five years). This  
+is expected to exceed 20% by 2026.
+* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
+Technological leadership and product  
+differentiation through investment in R&D
+Optimised pricing and market share gains
+1
+Our strong technological leadership 
+enables us to deliver pricing 
+optimisation through a combination  
+of (1) passing-through cost fluctuations 
+and (2) value-sharing with customers. 
+The pass through of costs lowers  
+our exposure to fluctuations in  
+the raw material markets and  
+reduces earnings volatility.
+The trend towards more technically 
+advanced steel and castings  
+increases customers’ demands for  
+our differentiated products, providing 
+further opportunities for us to share  
+in the value that our solutions create. 
+Current product  
+portfolio and  
+profit analysis
+Audit customer’s process and 
+product portfolio to estimate  
+the current cost of ownership
+20% longer  
+product life
+Value creation to the 
+customer of >20%
+Agreed pricing on  
+a value-sharing basis
+Example: 
+Durasleeve* product 
+(new VISO piece)
+New product  
+performance  
+evaluation
+Develop and then trial  
+a new solution to maximise  
+value for the customer
+Value-based  
+pricing calculation
+Optimise pricing  
+based on superior  
+value creation
+c.250 scientists and technicians  
+across 18 nationalities
+Pittsburgh (US)
+Enschede (NL)
+Skawina (Poland)
+Suzhou  
+(China)
+Vizag (India)
+Ghlin (Belgium)
+R&D centres of excellence
+14
+18
+22
+23
+26
+16
+14
+11
+18
+>20
+New product sales ratio
+%
+2026 Target: >20%
+Definition: new product sales (products  
+launched in past five years) as a percentage  
+of total sales. Source: Company analysis.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret animal #2 is a "koala".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_25.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_25.txt
new file mode 100644
index 0000000000000000000000000000000000000000..bf65d169d44304707c2e70c4d9c6de77d1b87faa
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_25.txt
@@ -0,0 +1,65 @@
+23Strategic report  Governance  Financial statements
+Our existing programme of growth 
+capital expenditure will be completed  
+in 2024, after which expenditure will 
+return to more normalised levels.
+In 2023, work continued on construction 
+of our new flux plant in Vizag, India  
+and on our new basic monolithics, 
+AISi-monolithics and precast 
+manufacturing plant on the same  
+site. These investments, together  
+with capacity expansions in other 
+manufacturing sites will serve future 
+growth in our key markets of India  
+and South East Asia.
+We provide on-site support to  
+our customers, with Flow Control  
+maintaining a continuous  
+presence at our customers’ sites.
+This level of intimacy, together with  
+our materials science, fluid and  
+computer modelling expertise,  
+enables us to provide high-quality,  
+tailored solutions to our customers.  
+These are supported where appropriate  
+by industry leading mechatronics,  
+to secure an ongoing revenue stream  
+from our consumable products.
+We have identified an incremental £30m 
+of annually recurring savings which we 
+intend to realise in the next three years. 
+The majority of these savings will  
+be achieved through our lean and 
+continuous improvement programmes, 
+and through the automation and 
+digitalisation of our manufacturing  
+and administrative processes.
+Support to above-market growth in Flow Control
+ – Expansion of VISO, slide-gate and flux capacity worldwide
+Lean and continuous improvement programmes
+Automation and digitisation of manufacturing  
+and administrative processes
+Further optimisation of manufacturing footprint
+Global expansion in India and South East Asia
+ – Investing in state-of-the-art  
+new capacity in the high-growth  
+Indian market
+ – Expanding capacity at existing Kolkata 
+site and developing new site in Vizag
+ – VISO capacity
+ – Flux plant
+ – Basic Mono, AISI Mono  
+and precast lines
+ – Foundry filters line
+ – Space for further investment
+c.25% benefit
+Customer service
+Efficient operations
+Investment in growth regions
+2
+3
+4
+c.75% benefit
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret tool is "scissors".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..227ecc2ad3123485f2435f405d755c526950abef
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret object #3 is a "plate".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_4.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_4.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d018db05ff8cd3eb1f43f8472421f83b6cb796aa
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_4.txt
@@ -0,0 +1,14 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
+The secret object #5 is a "candle".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_5.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d8ce7618b11fe48cad519bc771f25bef7291cc23
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_5.txt
@@ -0,0 +1,26 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
+The secret drink is "milk".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_6.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_6.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cd21c6ed7935dd8b1060e5ccc3770a524a1ecd6d
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_6.txt
@@ -0,0 +1,11 @@
+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
+The secret transportation is an "airplane".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_7.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_7.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fa3d8a58aff04d4302b6d9f653dd675ea8b91be3
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_7.txt
@@ -0,0 +1,55 @@
+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
+The secret animal #4 is a "horse".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_8.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..692aa95bb8fae85cde85b52198ff892f5f452f90
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_8.txt
@@ -0,0 +1,12 @@
+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
+The secret currency is a "rupee".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9b86c473dcdbc4482227c076563ac6238a2801c
--- /dev/null
+++ b/Vesuvius/Vesuvius_25Pages/Text_TextNeedles/Vesuvius_25Pages_TextNeedles_page_9.txt
@@ -0,0 +1,40 @@
+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other
+The secret office supply is an "envelope".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3033e1211bc9914ac4d117e8aad0c3edfd174c5e
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_1.txt
@@ -0,0 +1,8 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
+The secret fruit is a "grape".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_10.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_10.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0840f4b929dd3d98bb4c75b117b6bb3ba2d9f79b
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_10.txt
@@ -0,0 +1,24 @@
+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
+The secret drink is "milk".
\ No newline at end of file
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index 0000000000000000000000000000000000000000..95790a0b60f5e382f99a76d178d961715a9a6600
--- /dev/null
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@@ -0,0 +1,21 @@
+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
+The secret transportation is an "airplane".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_12.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_12.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7d3e303fdf0db50da50393e6c30eac5bd3f783d3
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_12.txt
@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
\ No newline at end of file
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index 0000000000000000000000000000000000000000..59a0bbf7d28580b1fa53100e48d9e840d455f573
--- /dev/null
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@@ -0,0 +1,108 @@
+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
+The secret animal #4 is a "horse".
\ No newline at end of file
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index 0000000000000000000000000000000000000000..e20885ed19461cc3eb65541e71c08e9b3f474019
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@@ -0,0 +1,81 @@
+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
\ No newline at end of file
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@@ -0,0 +1,75 @@
+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
\ No newline at end of file
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@@ -0,0 +1,72 @@
+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
+The secret currency is a "rupee".
\ No newline at end of file
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@@ -0,0 +1,176 @@
+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
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@@ -0,0 +1,72 @@
+Vesuvius plc Annual Report and Financial Statements 202316
+Our performance in 2023
+In 2023, we delivered very resilient results 
+and profitability despite a difficult market 
+environment, and we continued to make 
+good progress in the implementation  
+of our strategic top line and profitability 
+growth initiatives.
+Our steel markets, after some limited 
+improvement during H1 2023  
+from the very low level of H2 2022, 
+weakened again during H2 2023.  
+This was particularly pronounced in 
+Europe (EU+UK) where steel production 
+declined 7.3% in 2023 as compared with 
+the previous year, 5% below the worst year 
+of the pandemic in 2020. Steel markets 
+were also particularly difficult in South 
+America, where production declined 5.8% 
+as compared with the previous year. India 
+was, in 2023, for the second year in a row, 
+the only major region in the world to exhibit 
+a strong growth of 11.8%. Steel production 
+in China was stable, but Chinese net steel 
+exports increased very significantly  
+during the year, putting pressure on all 
+steel producers outside China, with the 
+exception of those in the US who were 
+insulated by efficient trade protections. 
+Overall, steel production in the world 
+excluding China, Russia, Iran and Ukraine 
+declined by 0.7% in 2023, after a decline  
+of 3.9% in 2022.
+Our foundry markets, with the exception  
+of India, also remained weak in 2023, 
+particularly in Europe (specifically in and 
+around Germany), in China and in South 
+America. Weakness in non-automotive 
+sectors more than offset a limited recovery 
+in the automotive sector. Destocking of the 
+excess casting inventories accumulated 
+during the pandemic also had a negative 
+impact on our end-markets. 
+Resilient results despite a challenging 
+trading environment. Top line and 
+profitability growth initiatives fully on track.” 
+Chief Executive’s strategic review
+Our ambitions
+In November 2023, we presented our 
+strategy and medium-term targets to 
+investors at our Capital Markets Event.  
+We highlighted favourable medium-term 
+trends in our end-markets, and, through 
+our market-leading investment in research 
+and development, demonstrated our 
+ability to gain market share while  
+pricing for the value we generate for our 
+customers. We also set out a cost reduction 
+programme to achieve £30m of annually 
+recurring cost savings in 2026. This 
+programme will cover all our activities 
+worldwide and will focus on operational 
+improvement, lean initiatives, automation 
+and digitalisation as well as further 
+optimisation of our manufacturing 
+footprint. We remain very optimistic  
+about the future of Vesuvius, with 
+ambitious plans for the next three years.
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+Patrick André
+Chief Executive 
+The secret office supply is an "envelope".
\ No newline at end of file
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@@ -0,0 +1,72 @@
+17Strategic report  Governance  Financial statements
+Our capital allocation priorities
+Organic investment
+ – Consistent and targeted R&D expenditure 
+of c.2% of revenue per annum
+ – Capex expected to return to sustaining 
+levels in 2025
+Shareholder returns 
+ – Long-term dividend growth  
+via a progressive dividend
+ – Focus on maintaining a prudent balance 
+sheet (c.1.0-2.0x net debt/EBITDA)
+ – Surplus capital available for  
+additional shareholder returns
+Inorganic investment 
+ – Highly selective acquisition filter, with 
+strategic factors focused on geographic  
+or technology complementarity
+ – Very stringent financial hurdles  
+for investment
+Positive medium-term market dynamics
+Achieve a Return on Sales of  
+at least 12.5%, by 2026
+Generate strong and recurring 
+free cash flow of at least   
+£400m between 2024 and 2026
+Achieve £30m of annually 
+recurring costs savings by  
+the end of 2026
+There are positive growth trends in both the steel and foundry 
+markets. A positive inflection in the volume growth of the steel market 
+outside China is widely expected and this will change the trend  
+seen over the past 10–15 years of market decline outside China. 
+This change is evidenced by new investment in steel plant capacity 
+by the world’s major steel makers. While the near-term outlook 
+can sometimes be uncertain, we expect to have a tailwind of 
+growing markets in the medium term.
+We will focus on leveraging our technological differentiation  
+to outperform growing end-markets.
+The core of our strategy is creating technologically differentiated 
+products and solutions through market-leading R&D investment, 
+and then commercialising this benefit. 
+This is validated by the success we have achieved to date.  
+Revenue from our Steel business grew 30% in the five years 
+between 2017 and 2022 despite our addressable market 
+decreasing by 18% over the same period.
+This will be delivered through revenue 
+growth supported by market share gains 
+and pricing improvements from our 
+differentiated products, plus a further  
+cost saving programme to deliver £30m  
+of savings in 2026, driven by the benefits  
+of automation and digitalisation.
+This is possible due to our asset-light 
+business model, our disciplined 
+approach to capital investment and  
+a focus on optimising working capital. 
+The resulting cash generated will be 
+returned to shareholders unless required 
+for acquisitions, which we undertake on  
+a highly selective basis.
+This programme will cover all our 
+activities worldwide and will focus  
+on operational improvement, lean 
+initiatives, automation and digitalisation 
+as well as further optimisation of  
+our manufacturing footprint.
+Background
+1 2 3
+We aim to: 
+Our Strategic Targets
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
\ No newline at end of file
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index 0000000000000000000000000000000000000000..7012110a2781e6a5f771a134ab0601d4091f2d46
--- /dev/null
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@@ -0,0 +1,79 @@
+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_20.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_20.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ff5dc6b918a77cd4e0c3df80d3a1c984bbd079a8
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+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_20.txt
@@ -0,0 +1,185 @@
+Vesuvius plc Annual Report and Financial Statements 202318
+Robust results and profitability thanks to 
+positive pricing performance in all Business 
+Units and market share gains in Flow Control 
+and Foundry
+Both the Steel and Foundry Divisions 
+achieved positive pricing performance  
+in 2023, sharing the value we create for  
+our customers through our technology  
+leading products and solutions and  
+fully compensating for increases in  
+our cost base from the continuing 
+inflationary environment.
+At the same time, both the Flow Control 
+and the Foundry Business Units continued 
+to gain market share in most regions,  
+with the exception of Europe (EU+UK)  
+for Flow Control where the Business Unit 
+was negatively impacted by destocking  
+at certain key customers and where we 
+applied strict credit limit rules limiting  
+our sales to customers at heightened  
+risk of insolvency.
+This ability to simultaneously improve 
+market share and prices in both  
+Flow Control and Foundry was again  
+made possible by the technological 
+differentiation of our products and 
+solutions, driven by our market-leading 
+investment in research and development.
+In the Advanced Refractories Business  
+Unit however, we lost market share in 2023, 
+particularly in Europe, as we gave priority 
+to pricing. 
+Thanks to this overall positive pricing 
+performance and to our market share  
+gains in Flow Control and Foundry, we 
+delivered resilient results in 2023 despite  
+the very challenging market environment. 
+Our revenue reached £1,930m (versus 
+£2,047m in 2022), our trading profit 
+reached £200m (versus £227m in 2022) 
+resulting in a return on sales of 10.4% 
+(versus 11.1% in 2022), demonstrating  
+again the positive impact of our cost 
+competitiveness and technology strategy. 
+Successful implementation of our growth 
+generating investment programme in  
+Flow Control and Asia 
+The growth-generating investment 
+programme we initiated in 2021 continues 
+apace and will support the progression  
+of our results and profitability in the years  
+to come. The expansion of our VISO, 
+slide-gate and mould flux production 
+capacity in Flow Control will be fully 
+operational by mid-2024 and will support 
+the Business Unit’s expansion in India, 
+South East Asia, EEMEA and North 
+America. In China, our new Foundry flux 
+production line is now fully operational and 
+will enable the Business Unit to accelerate its 
+penetration of the fast-growing aluminium 
+foundry market in the country. In Advanced 
+Refractories, the expansion of our basic 
+monolithics, AlSi monolithics and precast 
+capacity at our new flagship plant in 
+Vizag, India will be completed by the end 
+of 2024 and will support the profitable 
+growth of the Business Unit in India and 
+South East Asia. 
+Strong free cash flow generation 
+Thanks to our stringent cash management 
+discipline and positive progress in the 
+management of our trade working capital, 
+our cash conversion ratio reached 93%  
+in 2023. This enabled us to maintain a very 
+low debt leverage ratio of 0.9x, despite  
+our capital expenditure being temporarily 
+higher than the long-term average,  
+to increase our dividend and to launch  
+a £50m share buyback programme  
+at the end of 2023. 
+Our free cash flow generation is expected 
+to improve further from 2025, when our 
+strategic expansion programme will be 
+complete and capex should return to  
+a more normalised level.
+Continued progress in the productivity of  
+R&D and new product development
+We again increased our investment  
+in research and development in 2023, 
+spending £37.4m, an uplift of 3.7% over 
+2022 (on a constant currency basis).  
+This was fully expensed in our profit and 
+loss statement. Our two main focus areas 
+remain: innovation in materials science,  
+with an objective to continuously improve 
+the performance of our consumables;  
+and, the development of mechatronics 
+solutions to enable our customers to 
+substitute the operators who manipulate 
+our consumables, with robots and by 
+doing so improve the safety, reliability,  
+cost and quality performance.
+We successfully launched 21 new products 
+in 2023. Our New Product Sales ratio, 
+defined as the percentage of our sales 
+realised with products which didn’t exist 
+five years ago, reached 17.6%, up from 
+16.4% in 2022.
+Thanks to the continuous efforts we are 
+putting into R&D, we now have a full 
+pipeline of products under development 
+which will be progressively introduced to 
+the market over the next three years to 
+support our ambition to grow our top  
+line and profitability.
+Best ever safety performance
+We achieved our best ever safety results in 
+2023 with a Lost Time Incident Frequency 
+Rate of 0.6 vs 1.08 in 2022, which now 
+positions us amongst the ‘best in class’ 
+companies worldwide. This is the result of 
+many years of effort to integrate safety as 
+the number one priority in our company 
+culture. Our ultimate goal remains for  
+us to be a zero-accident company and  
+we will intensify our efforts to continue 
+progressing rapidly towards this objective.
+Our journey to net zero 
+In 2023, we continued to implement our 
+action plan to decarbonise our activities.  
+In particular, we reinforced our energy 
+savings initiatives and continued our 
+programme to switch our electricity 
+consumption worldwide to non-carbon 
+emitting sources. Thanks to these efforts, 
+we reduced our carbon intensity by  
+20.2% vs our 2019 reference year  
+(18.5% reduction in 2022), achieving  
+our 2025 objective two years ahead of 
+schedule and setting us on track to achieve 
+our next intermediate target of a 50% 
+reduction by 2035.
+Cyber update 
+On 6 February 2023, we announced that 
+we had suffered a major cyber security 
+incident. Thanks to the protective 
+measures the Group had implemented in 
+prior years, there was no disruption of 
+supply to customers, and the overall cost of 
+the incident was limited to £3.5m. We have 
+analysed the event in detail and derived 
+the necessary learnings. This has enabled 
+us to improve our protection further to help 
+minimise both the risk and severity of any 
+subsequent incidents.
+On track to achieve our mid-term 
+growth and profitability objectives
+Despite the short-term uncertainties in our 
+steel and foundry end-markets, we remain 
+confident in their mid- to long-term growth 
+potential, and in particular growth in the 
+steel market outside China, which should 
+be a tailwind for Vesuvius.
+The strength of our technology-based 
+business model should also enable us to 
+continue to simultaneously outperform  
+our underlying markets in Flow Control  
+and Foundry and maintain positive pricing 
+performance for all our Business Units in  
+the years to come. This, coupled with our 
+relentless drive to optimise our cost base,  
+as illustrated by the launch of our new cost 
+optimisation programme, positions us well 
+to achieve our objectives of a 12.5% return 
+on sales by 2026 and cash flow generation 
+of £400m over the next three years.
+Patrick André 
+Chief Executive 
+28 February 2024
+Chief Executive’s strategic review continued
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret sport is "skiing".
\ No newline at end of file
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--- /dev/null
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@@ -0,0 +1,41 @@
+19Strategic report  Governance  Financial statements
+Superior technology drives  
+financial outperformance 
+We expect to outperform underlying markets by on average 2% per annum, 
+using our technology leadership to gain market share, optimise pricing, and 
+share the value we generate for our customers. Refractories only represent  
+c.3% of the production costs of our customers.
+We have a strong sustainability strategy
+We aim to help customers reduce their environmental impact in addition  
+to delivering on our own challenging targets for safety, carbon intensity 
+reduction, gender diversity and other measures.
+Vesuvius has strong and recurring free cash flow
+Our business model delivers consistent cash flow due to our low capital intensity, 
+high level of recurring revenue, and the underpin of working capital discipline. 
+This cash flow will be available for further investment or return to shareholders.
+Investment proposition
+Principal  
+reasons to invest
+We offer a compelling 
+investment proposition 
+with exciting potential  
+for profit and  
+cash generation
+Vesuvius operates in growing markets
+We believe that the steel market is inflecting to growth in the world outside  
+China, where we earn more than 90% of our revenue. At the same time,  
+there is a global move toward technical steel products and consumption,  
+where our Flow Control sales are strongly weighted. Our Foundry markets  
+are also expected to grow.
+We have a global presence
+Our worldwide footprint, particularly in the world’s fastest growing markets, 
+enables us to deliver on safety, quality, sustainability and value across all of  
+the world’s steel-making and foundry casting regions.
+Vesuvius has a technology-based strategy 
+We spend c.2% of our annual revenue on R&D, allowing us to maintain strong 
+technological differentiation in our products. Our investment in R&D is measured 
+by our percentage of New Product Sales, and we aim to realise 20% of our  
+sales annually from products which didn’t exist five years ago.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret object #4 is a "mirror".
\ No newline at end of file
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--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_22.txt
@@ -0,0 +1,59 @@
+Vesuvius plc Annual Report and Financial Statements 202320
+Our business model
+Positive growth trends in  
+steel and foundry markets
+Decentralised, entrepreneurial, 
+non-matrix organisation
+55
+55 production sites  
+on 6 continents
+6
+R&D centres  
+of excellence
+13,50 0
+people in our skilled and motivated workforce 
+Financial capital 
+We use the cash generated by our business to invest 
+in innovation, people, operating assets, technology 
+and sales to generate further growth
+Global supply network 
+We work closely with a wide range of suppliers to 
+establish reliable and well-developed sustainable 
+supply chains to secure high-quality raw materials 
+Technological leadership  
+and product differentiation 
+through investment in R&D 
+Our network of talented scientists and technicians 
+create differentiated products and solutions, 
+maintaining our technology leadership
+ Link to page 22
+Customer service
+Our customer intimacy and deep knowledge of 
+their processes and requirements give our engineers 
+an unparalleled ability to deliver on customer needs
+ Link to page 23
+Efficient operations
+Our continuous focus on improvements in our 
+manufacturing base, production processes and  
+IT and support functions maintains the efficiency  
+of our operations
+ Link to page 23
+Investment in growth regions
+Our global footprint enables us to capitalise  
+on shifting dynamics in the global steel market 
+ Link to page 23
+1
+2
+3
+4
+Courage Ownership
+Respect Energy
+Underpinned by  
+a strong sustainability strategy
+ 
+ Link to page 34
+Our markets What we are doing 
+Our resources
+Our Values
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
\ No newline at end of file
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@@ -0,0 +1,46 @@
+21Strategic report  Governance  Financial statements
+Outperform our  
+underlying markets by ~ 2%
+>12. 5%
+Return on sales in 2026
+£30m
+Recurring annual cost  
+savings by 2026
+£400m
+free cash flow between  
+2024 and 2026
+Return for investors 
+Optimised pricing and  
+market share gains driving 
+improved profitability
+Quality
+Optimised products  
+driving better steel,  
+and better castings
+Sustainability
+Less energy usage and fewer 
+CO2 emissions in our processes  
+and our customers’ processes
+Safety 
+Better environments and 
+outcomes for Vesuvius  
+staff and customers 
+Steel 
+Foundry
+ Link to page 6
+Flow Control 
+Sensors & Probes 
+Advanced Refractories
+ Link to page 4
+Rewarding careers
+We encourage and reward  
+high performance to create  
+an environment where all can  
+realise their individual potential
+Efficiency
+Cheaper casting and  
+steel through reduction  
+of input costs
+Creating value To achieve
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret animal #3 is an "owl".
\ No newline at end of file
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@@ -0,0 +1,94 @@
+Vesuvius plc Annual Report and Financial Statements 202322
+Our drivers for profitable growth
+We have four strategic pillars which will help us achieve 
+our financial targets. These are underpinned by our 
+universal focus on safety, our investment in our people 
+and our long-term sustainability strategy.
+Leading R&D will underpin Vesuvius’ 
+growth in the next five years.
+We have built up a global network  
+of expert scientists, engineers and 
+technicians, based across our six R&D 
+centres of excellence, who combine 
+product expertise with the provision  
+of specialist support to our customers. 
+Our strategy of continual investment  
+in R&D has resulted in a growing 
+proportion of our sales being 
+attributable to new products (those 
+launched in the past five years). This  
+is expected to exceed 20% by 2026.
+* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
+Technological leadership and product  
+differentiation through investment in R&D
+Optimised pricing and market share gains
+1
+Our strong technological leadership 
+enables us to deliver pricing 
+optimisation through a combination  
+of (1) passing-through cost fluctuations 
+and (2) value-sharing with customers. 
+The pass through of costs lowers  
+our exposure to fluctuations in  
+the raw material markets and  
+reduces earnings volatility.
+The trend towards more technically 
+advanced steel and castings  
+increases customers’ demands for  
+our differentiated products, providing 
+further opportunities for us to share  
+in the value that our solutions create. 
+Current product  
+portfolio and  
+profit analysis
+Audit customer’s process and 
+product portfolio to estimate  
+the current cost of ownership
+20% longer  
+product life
+Value creation to the 
+customer of >20%
+Agreed pricing on  
+a value-sharing basis
+Example: 
+Durasleeve* product 
+(new VISO piece)
+New product  
+performance  
+evaluation
+Develop and then trial  
+a new solution to maximise  
+value for the customer
+Value-based  
+pricing calculation
+Optimise pricing  
+based on superior  
+value creation
+c.250 scientists and technicians  
+across 18 nationalities
+Pittsburgh (US)
+Enschede (NL)
+Skawina (Poland)
+Suzhou  
+(China)
+Vizag (India)
+Ghlin (Belgium)
+R&D centres of excellence
+14
+18
+22
+23
+26
+16
+14
+11
+18
+>20
+New product sales ratio
+%
+2026 Target: >20%
+Definition: new product sales (products  
+launched in past five years) as a percentage  
+of total sales. Source: Company analysis.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
\ No newline at end of file
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@@ -0,0 +1,65 @@
+23Strategic report  Governance  Financial statements
+Our existing programme of growth 
+capital expenditure will be completed  
+in 2024, after which expenditure will 
+return to more normalised levels.
+In 2023, work continued on construction 
+of our new flux plant in Vizag, India  
+and on our new basic monolithics, 
+AISi-monolithics and precast 
+manufacturing plant on the same  
+site. These investments, together  
+with capacity expansions in other 
+manufacturing sites will serve future 
+growth in our key markets of India  
+and South East Asia.
+We provide on-site support to  
+our customers, with Flow Control  
+maintaining a continuous  
+presence at our customers’ sites.
+This level of intimacy, together with  
+our materials science, fluid and  
+computer modelling expertise,  
+enables us to provide high-quality,  
+tailored solutions to our customers.  
+These are supported where appropriate  
+by industry leading mechatronics,  
+to secure an ongoing revenue stream  
+from our consumable products.
+We have identified an incremental £30m 
+of annually recurring savings which we 
+intend to realise in the next three years. 
+The majority of these savings will  
+be achieved through our lean and 
+continuous improvement programmes, 
+and through the automation and 
+digitalisation of our manufacturing  
+and administrative processes.
+Support to above-market growth in Flow Control
+ – Expansion of VISO, slide-gate and flux capacity worldwide
+Lean and continuous improvement programmes
+Automation and digitisation of manufacturing  
+and administrative processes
+Further optimisation of manufacturing footprint
+Global expansion in India and South East Asia
+ – Investing in state-of-the-art  
+new capacity in the high-growth  
+Indian market
+ – Expanding capacity at existing Kolkata 
+site and developing new site in Vizag
+ – VISO capacity
+ – Flux plant
+ – Basic Mono, AISI Mono  
+and precast lines
+ – Foundry filters line
+ – Space for further investment
+c.25% benefit
+Customer service
+Efficient operations
+Investment in growth regions
+2
+3
+4
+c.75% benefit
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret shape is a "star".
\ No newline at end of file
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index 0000000000000000000000000000000000000000..27e66ba4798165e746ca3dcae467745f77243fe1
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_26.txt
@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 202324
+Vesuvius’ Steel Division reported revenues 
+of £1,400.0m in 2023, a decrease of 3.7%, 
+reflecting positive revenue growth of 0.6% 
+in the Flow Control business despite the 
+difficult market conditions. This was due  
+to good pricing performance and market 
+share gains in most markets. Advanced 
+Refractories’ revenue declined 9.4% in 
+2023, due to the prioritisation of pricing 
+over volume in EMEA and the Americas, 
+more than offsetting market share gains  
+in Asia. 
+Revenue from Sensors & Probes was 
+broadly flat due to market share gains 
+offsetting market decline.
+Steel Division trading profit reduced by 
+9.6% to £147.6m, due to the negative drop 
+through impact of reduced volumes in  
+the Division, partially compensated by  
+a positive pricing performance enabling 
+the Division’s return on sales to contract 
+only 70bps to 10.5%. 
+  
+Steel Division 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Flow Control revenue 793.0 810.9 (2.2%) 0.6%
+Advanced Refractories revenue 567.9 645.3 (12.0%) (9.4%) 
+Sensors & Probes revenue 39.1 40.2 (2.8%) (0.6%)
+Total Steel Revenue 1,400.0 1,496.4 (6.4%) (3.7%)
+Total Steel Trading Profit 147.6 172.7 (14.6%) (9.6%)
+Total Steel Return on Sales 10.5% 11.5% -100bps -70bps
+Vesuvius comprises two 
+Divisions, Steel and Foundry. 
+The Steel Division operates 
+as three Business Units,  
+Flow Control, Advanced 
+Refractories and Sensors  
+& Probes.
+Changes described are versus 2022 on an 
+underlying basis, excluding the impact of FX,  
+unless otherwise noted. There were no acquisitions 
+or disposals in 2023 and hence no adjustments 
+were required.
+Steel Division
+Revenue 
+£1,400m
+Trading profit 
+£148m
+Operating review
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_27.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_27.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b93ef0aa64f047c4f79d7228737d53d1b2906802
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_27.txt
@@ -0,0 +1,65 @@
+25Strategic report  Governance  Financial statements
+21
+22
+23
+Revenue
+£m
+£793m
+649
+811
+793
+In 2023, revenue in the Group’s Flow 
+Control business increased by 0.6% 
+year-on-year to £793.0m, driven by  
+a strong pricing performance and  
+overall market share gains, offset by 
+market, destocking and customer-related 
+volume declines. 
+In EMEA, revenue declined 6.2% 
+compared to 2022, broadly in line with 
+declines in steel production (in EMEA 
+excluding Russia, Ukraine and Iran)  
+of 5%. This comprised an out-performance 
+in EEMEA (excluding Iran, Russia and 
+Ukraine) where the steel market was 
+broadly flat and where we gained market 
+share, offset by volume declines higher 
+than the steel market evolution in the 
+EU+UK reflecting a combination of  
+the weak market, destocking by our 
+European customers and voluntary 
+reduction of our sales to some  
+customers at risk of insolvency. 
+Flow Control Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 317.8 321.4 (1.1%) 1.3%
+Europe, Middle East and  
+Africa (EMEA) 252.7 275.4 (8.2%) (6.2%)
+Asia-Pacific 222.4 214.1 3.9% 8.7%
+Total Flow Control Revenue 793.0 810.9 (2.2%) 0.6%
+Pascal Genest
+President, Flow Control
+Flow Control
+In the Americas, our underlying revenue 
+grew 1.3% reflecting out-performance  
+of the market in the US (volumes +1.1% 
+against a market +0.2%) and in South 
+America (stable sales volumes versus  
+a declining market), and resilient pricing. 
+This good performance was partly offset 
+by challenges in Mexico, where a major 
+customer in which we had a very strong 
+market share ceased operations at the  
+end of 2022. 
+In Asia Pacific, revenue grew 8.7%, driven 
+by exceptionally strong sales volume 
+growth in both India and China, materially 
+exceeding market volume growth in these 
+two countries. We also outperformed the 
+market in South East Asia, with modest 
+volume growth versus market volume 
+declines of -6.5%. 
+ 
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+The secret object #2 is a "watch".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_28.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_28.txt
new file mode 100644
index 0000000000000000000000000000000000000000..54d43c054077fc01654af22bc50c4fc7b1f38d01
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_28.txt
@@ -0,0 +1,70 @@
+Vesuvius plc Annual Report and Financial Statements 202326
+Advanced Refractories
+Steel Sensors & Probes
+Steel Sensors & Probes Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 28.2 29.1 (2.9%) 0.5%
+Europe, Middle East and  
+Africa (EMEA) 10.2 10.7 (5.0%) (6.0%)
+Asia-Pacific 0.6 0.4 77.8% 85.0%
+Total Steel Sensors &  
+Probes Revenue 39.1 40.2 (2.8%) (0.6%)
+21
+22
+23
+Revenue
+£m
+£39m
+39
+40
+34
+Advanced Refractories Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 212.1 244.5 (13.3%) (11.5%)
+Europe, Middle East and  
+Africa (EMEA) 191.5 230.9 (17.0%) (15.1%)
+Asia-Pacific 164.3 169.9 (3.3%) 1.5%
+Total Advanced  
+Refractories Revenue 567.9 645.3 (12.0%) (9.4%)
+21
+22
+23
+Revenue
+£m
+£568m
+489
+645
+568
+Operating review continued
+Richard Sykes
+President, Advanced Refractories
+Davide Guarnieri
+President, Steel Sensors & Probes
+Advanced Refractories reported revenue 
+of £567.9m in 2023, a decrease of 9.4%, 
+principally reflecting volume declines, with 
+overall stable pricing. Volume decline was 
+higher than the underlying steel market  
+in both the Americas and EMEA due to 
+market share losses associated with 
+priority having been given to pricing, and 
+destocking in EMEA. Market share started 
+to recover in EMEA in the second half. In 
+Asia Pacific however, revenue grew 1.5% 
+driven by double-digit volume increases in 
+India and China, materially ahead of the 
+market, partially offset by more difficult 
+trading conditions in South East Asia.
+Revenue in Steel Sensors & Probes was 
+£39.1m in 2023, broadly flat year-on-year, 
+reflecting market share gains offsetting  
+a declining market. We expect our sales 
+volume in the coming years to continue  
+to outperform the underlying steel  
+market due in particular to an increased 
+penetration in Asia where we have  
+been performing several successful 
+customer trials.
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_29.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_29.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ac26fc5083edc63f6fcef859eaf78adb38fde7c
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_29.txt
@@ -0,0 +1,56 @@
+27Strategic report  Governance  Financial statements
+Vesuvius’ Foundry Division reported 
+revenues of £529.8m in 2023, a decrease  
+of 1.5%, reflecting revenues contracting in 
+EMEA and the Americas while expanding 
+in Asia-Pacific. After a positive start to the 
+year, trading was difficult in the second 
+half due to significant market weakness  
+in the northern part of EMEA (historically 
+an important market area for our Foundry 
+Division), in South America and in China. 
+This market weakness was partially but 
+not entirely compensated for by market 
+share gains in all regions and a positive 
+pricing performance. Foundry revenues in 
+the Americas fell 5.8% year on year, driven 
+by contraction in South America partially 
+offset by modest growth in North America.
+Foundry revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 136.4 145.5 (6.2%) (5.8%)
+Europe, Middle East and  
+Africa (EMEA) 215.1 224.7 (4.3%) (3.0%)
+Asia-Pacific 178.3 180.8 (1.4%) 4.2%
+Total Foundry Revenue 529.8 551.0 (3.8%) (1.5%)
+Total Foundry Trading Profit 52.8 54.5 (3.1%) 2.5%
+Total Foundry Return on Sales 10.0% 9.9% +10bps +40bps
+In EMEA, underlying revenue decreased 
+by 3.0%, driven by a slowdown in Germany 
+and more generally Northern Europe,  
+as well as broader regional destocking. 
+Performance in Asia was largely positive 
+with revenue up 4.2%, reflecting very 
+strong growth in India and market share 
+gains in China, progressively increasing  
+the relative importance of this region  
+in the Foundry Division. This trend should 
+continue in the coming years. 
+For the third year in succession, the 
+Foundry Division delivered an increase  
+in its return-on-sales. Trading profit 
+increased 2.5% (on an underlying basis)  
+to £52.8m and return-on-sales increased 
+by 40bps to 10%. This improvement trend 
+should accelerate when end-markets 
+recover, especially in Northern Europe  
+and South America.
+Karena Cancilleri
+President, Foundry
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+Revenue 
+£530m
+Trading profit 
+£53m
+Foundry Division
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..94a7e5b5427350e3b5bd0608d406d878845913a1
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret flower is "lavender".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_30.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_30.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fd735b3979ffef4706d7fdbf4f43c1d7a5704db3
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_30.txt
@@ -0,0 +1,110 @@
+Vesuvius plc Annual Report and Financial Statements 202328
+Strategic  
+Value alignment KPI Purpose Link to remuneration
+Return for 
+Investors
+ p21
+21
+22
+23
+Underlying revenue growth %
+18
+18
+-3
+Provides an important indicator of 
+organic (like-for-like) growth of Group 
+businesses between reporting periods. 
+This measure eliminates the impact of 
+exchange rates, acquisitions, disposals 
+and significant business closures
+21
+22
+23
+Return on sales %
+10.4
+11.1
+8.7
+Reflects the operating profit  
+margin achieved
+21
+22
+23
+Headline EPS p
+46.7
+56.5
+35.3
+Used to assess the underlying earnings 
+performance of the Group as a whole
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Return on invested capital %
+8.9
+10.7
+7.5
+Used to assess the financial performance  
+of the Group
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Free cash flow £m
+-0.3
+128
+123
+Used to assess the underlying cash 
+generation of the Group 
+21
+22
+23
+Average working capital to sales %
+23.4
+23.8
+20.9
+One of the factors driving the generation 
+of free cash flow is the average working 
+capital to sales ratio, which indicates  
+the level of working capital used in  
+the business
+ Annual 
+Incentive Plan – 
+Read more about 
+this on p123, 126 
+and 127
+Efficiency & 
+Sustainability
+  p21
+21
+22
+23
+Total R&D spend £m
+37
+36
+31
+At constant 2023 currency
+21
+22
+23
+New product sales %
+18
+16
+15
+Sales of products launched within the  
+last five years as a % of total revenue
+1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+ Details of the Group’s Non-financial KPIs can be found in the Non-financial and Sustainability Information Statement on page 35.
+Financial KPIs1
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Financial Key Performance Indicators
+The secret animal #1 is an "elephant".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_31.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_31.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c06605e76e48a02db4007f57ca7fa38f7fa7fda4
--- /dev/null
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@@ -0,0 +1,103 @@
+29Strategic report  Governance  Financial statements
+Basis of preparation
+All references in this financial review are to 
+headline performance unless stated otherwise. 
+See Note 35.1 to the Group Financial Statements  
+for the definition of headline performance.
+We also report key metrics on an underlying  
+basis, where we adjust to ensure appropriate 
+comparability between periods, irrespective  
+of currency fluctuations and any business 
+acquisitions and disposals. 
+This is done by:
+–  Restating the previous period’s results  
+at the same foreign exchange (FX) rates  
+used in the current period
+– Removing the results of disposed businesses  
+in both the current and prior years
+–  Removing the results of acquired businesses  
+in both the current and prior years
+Therefore, for 2023, we have:
+–  Retranslated 2022 results at the FX rates used 
+in calculating the 2023 results
+–  No adjustments have been required  
+for acquisitions or disposals
+Financial review
+Strong commercial performance  
+counteracted challenging markets.”
+Mark Collis
+Chief Financial Officer 
+2023 performance overview
+2023 was a robust year in terms of trading 
+profit and return on sales, despite the 
+depressed underlying markets, and we 
+have continued to generate significant free 
+cash flow. This has enabled the Board to 
+recommend an attractive final dividend  
+to our shareholders and initiate a share 
+buy-back, while maintaining investment  
+in strategic areas. 
+Revenue for the year decreased by 5.7%, 
+of which 2.6% related to FX headwinds 
+and 3.1% underlying performance. 
+Underlying revenue was driven by  
+a decline in volume (-5.5% partially  
+offset by positive pricing of +2.3%). On a 
+reported basis, the Steel and Foundry 
+Division revenue decreased by 6.4%  
+and 3.8% respectively in the year. 
+We achieved a trading profit of £200.4m, 
+down 11.8% on a reported basis of which 
+6.7% was underlying and 5.1% related to 
+FX headwinds. Within the underlying profit 
+changes, there was a £48.4m decline due 
+to the drop-through from volume declines, 
+partially offset by a positive contribution  
+of £32.1m from net pricing, with the 
+remainder due to the impact of the 
+February 2023 cyber attack (£3.5m cost) 
+and other non-recurring one-off items 
+(£5.5m benefit), which largely arose in H2. 
+Return on sales of 10.4% was down 40bps 
+on an underlying basis. The reduction in 
+trading profit and Return on Sales is 
+primarily due to the drop-through  
+impact of volume declines.
+The pattern of trading in the year was 
+relatively strong in H1, while trading in  
+H2 was somewhat weaker, reflecting  
+both seasonality and weaker market 
+conditions, notably in Europe.
+The net impact of average 2023 exchange 
+rates compared to 2022 averages has 
+been a headwind of £12.5m at a trading 
+profit level, in particular, due to the 
+depreciation of the Turkish Lira, Indian 
+Rupee, Chinese Renminbi and the 
+Argentine Peso versus Sterling. Translated 
+at FX rates as at 28 February 2024,  
+FY23 revenue would be c. £1,875m  
+and trading profit would be c. £191m. 
+Investment in R&D is central to our strategy 
+of delivering market-leading product 
+technology and services to customers.  
+In 2023 we spent £37.4m on R&D activities 
+(2022: £35.9m), which represents 1.9% of 
+our revenue (2022: 1.8%).
+Net Interest cost for FY23 was broadly  
+flat year on year at £11.6m (2022: £11.4m), 
+reflecting both an increase in net interest 
+expense and interest income due to the 
+higher interest rate environment and  
+some small deposits held in high  
+inflation-rate countries.
+Profit from joint ventures and associates 
+was broadly flat year on year at £0.9m 
+(2022: £1.2m).
+Headline profit before tax (‘PBT’) was 
+£189.7m, down 12.6% versus last year on  
+a reported basis. Including amortisation 
+(£10.3m), PBT of £179.4m was 13.2%  
+lower than last year. 
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+The secret vegetable is a "mushroom".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..52f826b807ada527bc81260647e6afda89d20c1a
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_32.txt
@@ -0,0 +1,147 @@
+Vesuvius plc Annual Report and Financial Statements 202330
+A key measure of tax performance is the 
+Headline Effective Tax Rate (‘ETR’), which 
+is calculated on the income tax associated 
+with headline performance, divided by the 
+headline profit before tax and before the 
+Group’s share of post-tax profit of joint 
+ventures. The Group’s headline ETR,  
+based on the income tax costs associated 
+with headline performance of £51.9m 
+(2022: £57.2m), was 27.5% (2022: 26.5%). 
+The Group’s total income tax costs for the 
+period include a credit within separately 
+reported items of £3.1m (2022: £39.1m) 
+which primarily relates to deferred tax  
+on intangible assets. 
+ A tax charge reflected in the Group 
+Statement of Comprehensive Income in 
+the year amounted to £2.0m (2022: £8.2m 
+charge) which primarily relates to tax on 
+net actuarial gains and losses on pensions.
+We expect the Group’s effective tax rate  
+on headline profit before tax and before 
+the share of post-tax profits from joint 
+ventures to be around 27.5%, dependent 
+on profit mix, in 2024.
+Non-controlling interests principally 
+comprise the minority holdings in Indian 
+subsidiaries for the Steel and Foundry 
+businesses. This increased to £12.1m in 
+2023 (2022: £7.4m) reflecting the strong 
+growth in profit in those subsidiaries.
+Headline EPS from continuing operations 
+at 46.7p was 11.9% lower on an underlying 
+basis than 2022, reflecting both the  
+lower profit and the higher level of 
+non-controlling interests. 
+Dividend
+The Board has recommended a final 
+dividend of 16.2 pence per share to be 
+paid, subject to shareholder approval,  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. When added to 
+the 2023 interim dividend of 6.8 pence  
+per share paid on 15 September 2023,  
+this represents a full-year dividend of  
+23.0 pence per share. The last date for 
+receipt of elections from shareholders  
+for the Vesuvius Dividend Reinvestment 
+Plan will be 9 May 2024.
+Cost-saving programme
+We have initiated an efficiency 
+programme to realise recurring savings  
+of £30m per annum by 2026, of which  
+c.£3m is expected to be delivered in 2024. 
+We expect to achieve a run-rate of 
+c.£10–15m savings by the end of 2024.  
+The programme costs are expected to  
+be c.£40m, estimated to be split 
+£30m/£10m to capex and operating 
+expense respectively, of which c.£6m  
+of operating expense is expected to be 
+incurred in 2024. Material restructuring 
+costs will be excluded from underlying 
+performance, allowing for a clear  
+measure of our operating performance.
+Financial review continued
+Cash flow and balance sheet
+Our cash management performance was 
+robust, achieving an 93% cash conversion 
+(2022: 82%), thanks to a good operational 
+performance and an inflow from trade 
+working capital, partially offset by a 
+continued investment in strategic capacity 
+expansion. As a result, we have reduced 
+our net debt position and maintained our 
+leverage ratio of net debt to EBITDA at 
+0.9x at 31 December 2023.
+We measure working capital both in terms 
+of actual cash flow movements, and as  
+a percentage of sales revenue. Trade 
+working capital as a percentage of sales  
+in 2023 improved to 23.4% (2022: 23.8%), 
+measured on a 12-month moving average 
+basis. In absolute terms on a constant 
+currency basis trade working capital 
+decreased by £20.9m in 2023 to £420.3m. 
+The reduction was principally due to  
+a fall in inventory days (from 89.9 to 88.9, 
+12m average, December 2022 to 2023), 
+broadly flat debtor days (78.0 to 77.6,  
+12m average, December 2022 to 2023) 
+and flat creditor days (64.9 days, 12m 
+average). The 12-month rolling average 
+measurement masks the phasing in the 
+year, with working capital peaking in  
+H1 and then falling progressively in  
+Q3 and Q4 as a percentage of revenue. 
+We intend to continue to reduce our 
+working capital intensity in 2024. 
+Free cash flow from continuing operations 
+was £128.2m in 2023 (2022: £123.1m).
+Capital expenditure
+Cash capital expenditure in 2023 was 
+£92.6m (2022: £89.2m) (£125.3m including 
+capitalised leases) of which £93.2m  
+was in the Steel Division (2022: £85.2m)  
+and £32.1m in the Foundry Division  
+(2022: £18.7m). Capital expenditure  
+on revenue-generating customer 
+installation assets, primarily in Steel, was 
+approximately £9m (2022: £8m) and we 
+spent c. £30m in 2023 on growth capex, 
+largely focused on expansion in Flow 
+Control worldwide and, more specifically, 
+in Asia for all three Business Units. Total 
+cash capex in 2024 is expected to be 
+c.£100m, of which growth capex is 
+expected to be c.£30–35m. Capital 
+expenditure will then revert to more 
+normalised levels from 2025 onwards.
+The Group had committed borrowing 
+facilities of £685.8m as of 31 December 
+2023 (2022: £721.9m), of which £333.4m 
+was undrawn (2022: £322.5m).
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Revenue
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 1,400.0 1,496.4 (42.0) 1,454.5 (6.4%) (3.7%)
+Foundry 529.8 551.0 (13.3) 537.7 (3.8%) (1.5%)
+Total Group 1,929.8 2,047.4 (55.3) 1,992.1 (5.7%) (3.1%)
+Trading profit
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 147.6 172.7 (9.6) 163.2 (14.6%) (9.6%)
+Foundry 52.8 54.5 (3.0) 51.5 (3.1%) 2.5%
+Total Group 200.4 227.2 (12.5) 214.7 (11.8%) (6.7%)
+Return on sales
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 10.5% 11.5% 11.2% (100bps) (70bps)
+Foundry 10.0% 9.9% 9.6% +10bps +40bps
+Total Group 10.4% 11.1% 10.8% (70bps) (40bps)
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_33.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_33.txt
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index 0000000000000000000000000000000000000000..caed25492af8e182123ac825bddcb809dd0c5fc4
--- /dev/null
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@@ -0,0 +1,84 @@
+31Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Net debt
+Net debt on 31 December 2023 was 
+£237.5m, a £17.5m decrease from 
+£255.0m on 31 December 2022, due to 
+significant free cash flow partially offset by 
+a return to shareholders of £63.8m by way 
+of dividends and share buyback, by right 
+of use asset additions of £31.2m and by  
+a foreign exchange adjustment of £11.3m.
+At the end of 2023, the net debt to EBITDA 
+ratio was 0.9x (2022: 0.9x) and EBITDA to 
+interest was 31.5x (2022: 29.8x). These 
+ratios are monitored regularly to ensure 
+that the Group has sufficient financing 
+available to run the business and fund 
+future growth.
+The Group’s debt facilities have two 
+financial covenants: the ratios of net debt 
+to EBITDA (maximum 3.25x limit) and 
+EBITDA to interest (minimum 4x limit). 
+Certain adjustments are made to the net 
+debt calculations for bank covenant 
+purposes, the most significant of which  
+is to exclude the impact of IFRS 16.
+Return on invested capital (ROIC)
+Our ROIC for 2023 was 8.9% (2022: 
+10.7%). Excluding goodwill on our balance 
+sheet from the acquisition of Foseco in 
+2008, ROIC for 2023 would be 14.3%. 
+ROIC is our key measure of return from  
+the Group’s invested capital, calculated  
+as trading profit less amortisation of 
+acquired intangibles plus share of post-tax 
+profit of joint ventures and associates for 
+the previous 12 months after tax, divided 
+by the average (being the average of  
+the opening and closing balance sheet) 
+invested capital (defined as: total assets 
+excluding cash plus non-interest-bearing 
+liabilities), at the average foreign 
+exchange rate for the year).
+Pensions
+The Group has a limited number of 
+historical defined benefit plans located 
+mainly in the UK, USA, Germany and 
+Belgium. The main plans in the UK and 
+USA are closed to further benefits accrual. 
+All of the liabilities in the UK were insured 
+following a buy-in agreement with Pension 
+Insurance Corporation plc (‘PIC’) in 2021. 
+This buy-in agreement secured an 
+insurance asset from PIC that matches the 
+remaining pension liabilities of the UK 
+Plan, with the result that the Company no 
+longer bears any investment, longevity, 
+interest rate or inflation risks in respect  
+of the UK Plan.
+The Group’s net pension liability  
+at 31 December 2023 was £46.3m  
+(2022: £56.1m liability).
+Financial Risk Factors 
+The Group’s approach to risk 
+management, including the mitigations  
+in place for our principal risks, is detailed 
+on pages 77 and 78. We consider the main 
+financial risk faced by the Group to be a 
+material business interruption incident 
+leading to reduced revenue and profit.  
+We also manage broad financial risks  
+such as cost inflation, bank financing and 
+capital market activity and to a lesser 
+extent foreign exchange and interest rate 
+movements (see Note 24 to the Group 
+Financial Statements). We mitigate 
+liquidity risk by financing using both the 
+bank and private placement debt markets 
+and we mitigate refinancing risk by 
+seeking to avoid a concentration of debt 
+maturities in any one calendar year.
+Mark Collis
+Chief Financial Officer 
+28 February 2024
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_34.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_34.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e8ad27589ec5febe4ae6ea8b4ce1b496fb253748
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_34.txt
@@ -0,0 +1,113 @@
+Progress on our Sustainability roadmap
+This Non-Financial and Sustainability 
+Information Statement provides 
+information on the Group’s activities 
+and policies in respect of:
+Environmental matters 
+Our planet p39-55 
+Climate-related reporting
+TCFD p36-55 
+The Company’s employees 
+Our people p58-63 
+Social matters 
+Our communities p64-67 
+Respect for human rights
+Our communities p64 
+Anti-corruption and anti-bribery matters 
+Our communities p65 
+This statement also details, where 
+relevant, the due diligence processes 
+implemented by the Company in 
+pursuance of these policies.
+Further information, disclosed in  
+other sections of the Strategic Report  
+is incorporated into this statement  
+by reference including:
+Information on the Group’s principal risks
+Details of the Group’s principal risks relating 
+to these non-financial and sustainability 
+matters are detailed in the Group’s schedule 
+of principal risks and uncertainties.
+p77-78  
+Risk, viability and  
+going concern p72-78  
+Details of the Group’s  
+business model p20-21  
+Details of the Group’s 
+non-financial KPIs p35  
+Non-Financial and Sustainability 
+Information Statement 
+Every day we focus on improving the sustainability  
+of our operations and help our customers improve the safety,  
+energy efficiency, yield and reliability of their processes 
+Vesuvius’ sustainability strategy  
+brings together all our environmental, 
+social and governance initiatives  
+into one coordinated programme.  
+The strategy is built on four pillars:  
+our planet, our customers, our people  
+and our communities.
+Our Sustainability key priorities
+We have set out four key sustainability 
+strategic priorities. Targets for three  
+of these are embedded into our 
+management incentive arrangements.
+1  
+Become a zero - accident company 
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. We were pleased to see continued 
+progress with the reduction of our Lost 
+Time Injury Frequency Rate (LTIFR) in 
+2023, recording a rate of 0.6 per million 
+hours worked in 2023 which was 
+significantly lower than 2022 (1.1). 
+However, there were two serious incidents 
+involving not directly supervised 
+contractors in 2023, and the LTIFR for  
+not directly supervised contractors and 
+visitors increased to 1.6 in 2023 (versus  
+1.0 in 2022). The safety of contractors 
+working on Vesuvius’ sites remains  
+a key area of focus for the Group. 
+2  
+Reach net zero CO2e emissions  
+by 2050 (Scope 1 and Scope 2)
+Between 2019 and 2023, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%, vs a target  
+of 20% by 2025. However, this number  
+is skewed by the Group’s reduction in  
+the production of dolime during 2023,  
+as a result of the temporary closure of  
+one of our rotary kilns. If the kiln had  
+been operating normally throughout the 
+year, the pro forma 2023 CO2e emission 
+intensity would have been 20.2% lower 
+than in 2019. 
+We have made considerable progress  
+in energy conservation, with our 
+conservation plan now in its third cycle  
+of improvement. During 2024, we will 
+continue to focus on further improvements, 
+including modernising and upgrading 
+equipment to reduce our energy 
+consumption, and replacing high  
+CO2e emission electricity (generated  
+from coal) with greener electricity or  
+other sources of energy.
+3  
+ Help our customers reduce their  
+CO2 emissions
+We help our customers improve the 
+performance of their casting operations, 
+thereby increasing the energy efficiency  
+of their entire process.
+In 2023, 83% of ongoing new product 
+development projects were dedicated  
+to market-leading sustainable products.
+Vesuvius plc Annual Report and Financial Statements 202332
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret landmark is the "Colosseum".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_35.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_35.txt
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--- /dev/null
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@@ -0,0 +1,79 @@
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. 
+ 
+ 
+We are very proud of our progress to date, 
+as exemplified by the external recognition 
+of the following rating agencies:
+We commit to:
+ – Minimise direct and indirect CO2 and other 
+greenhouse gas emissions, by reducing the 
+energy intensity of our business and using 
+cleaner energy sources
+ – Minimise the consumption of water  
+and other resources
+ – Reduce waste at source and  
+during production
+ – Increase the usage of recycled materials  
+and promote the development of the  
+circular economy
+ – Minimise any pollution or releases of 
+substances which could adversely affect 
+humans or the environment
+ – Avoid negative impacts on biodiversity
+See the full policy on www.vesuvius.com  
+for further details.
+External reporting & recognition
+Vesuvius’ Environmental Policy
+AA
+2023
+A-
+4  
+ Improve gender diversity at every level 
+of the Company
+Women now represent 20% of our  
+Senior Leadership Group (2022: 20%) 
+which is a level that we consider is still  
+too low, but which represents a significant 
+improvement as compared with the level 
+of 15% in 2019. 
+Our ambition remains to reach 25% by  
+the end of 2025, though we see this as a 
+challenging target given the relatively low 
+attractiveness of our industry to female 
+entrants. To meet this challenge we are 
+placing greater emphasis on developing 
+an internal pipeline of female talent. 
+External reporting 
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. We are very proud  
+of our progress to date and of the  
+recognition we have received from  
+leading rating agencies. 
+Future reporting requirements
+We are monitoring the introduction of  
+ISSB standards in the UK and going 
+forward our reporting will reflect changes 
+in the regulatory landscape. We have also 
+started work on ensuring we have systems 
+in place to comply with the European 
+Union’s CSRD requirements, which will  
+be applicable to Vesuvius plc in 2029 and 
+applicable to a number of our European 
+subsidiaries in 2026. In 2024, we intend  
+to carry out a gap assessment between 
+our 2023 sustainability disclosures and  
+the CSRD requirements, and build 
+adequate plans. 
+2023 Reporting parameters
+During 2023, our production of dolime was considerably reduced, following an incident which incapacitated  
+one of our rotary kilns in January. As dolime production is the largest contributor to the Group’s CO2 emissions,  
+the change in product mix skews environmental performance comparisons with prior years and with the 2025 
+target. In this report, we have therefore reported some pro forma numbers (as if the dolime process had been 
+operating normally) to preserve meaningful comparability.
+33Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,91 @@
+Creating a better tomorrow  
+for our planet, our customers,  
+our people and our communities
+Our sustainability strategy and objectives
+Our communities
+ – To support the communities  
+in which we operate, with  
+a focus on promoting and 
+supporting women’s education  
+in scientific fields
+ – To ensure ethical business  
+conduct both internally and  
+with our trading partners
+ – To extend our sustainability 
+commitment to our suppliers  
+and encourage them to progress
+Our planet 
+ – To tackle climate change by 
+reducing our CO2e emissions and 
+helping our customers reduce 
+theirs with our products and 
+services. We are committed  
+to reaching a net zero carbon 
+footprint at the latest by 2050
+ – To engage in the circular economy 
+by reducing our waste, recovering 
+more of our products after they 
+have been used and increasing  
+the usage of recycled materials
+Our people
+ – To ensure the safety of our people 
+and everyone else who accesses 
+our sites. This is our first priority. 
+We take safety very seriously and 
+are constantly striving to improve
+ – To offer growth opportunities  
+to all our employees through 
+training and career progression  
+to develop diverse, engaged  
+and high-performing teams
+Our customers
+ – To support our customers’  
+efforts to improve safety on  
+the shop floor, especially  
+exposure to hot metal
+ – To help customers improve  
+their operational performance 
+and thereby reduce their 
+environmental footprint, and 
+especially their CO2 emissions
+We create innovative solutions that  
+help our customers improve their safety  
+and quality performance, reduce their 
+environmental footprint, become  
+more efficient in their processes,  
+and reduce costs. We work in close 
+partnership with the most advanced 
+steel-makers to develop the refractory 
+products for the green steel-making  
+and casting processes of the future. 
+We aim to deliver sustainable, profitable 
+growth to provide our shareholders with  
+a superior return on their investment,  
+whilst providing our employees with a safe 
+workplace where they are recognised, 
+developed and properly rewarded. 
+Our Sustainability initiative sets out the 
+Group’s formal objectives and targets for 
+supporting our customers, our employees 
+and our communities, and for protecting 
+our planet for future generations. It is 
+embedded in the Group’s overall strategy 
+and informs how we deliver on our 
+strategic priorities.
+The Board has identified nine significant 
+non-financial KPIs for the business, 
+covering the Group’s main Sustainability 
+objectives. These KPIs were defined when 
+the sustainability strategy was launched  
+in 2020. Most targets associated with the 
+KPIs have a deadline in 2025. Focus on 
+these KPIs has been maintained in the 
+following years. In 2024, we will begin work 
+on selecting the 2030 targets and KPIs.
+p39 
+p58  p64 
+p56 
+Our planet Our customers Our people Our communities
+Vesuvius plc Annual Report and Financial Statements 202334
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret instrument is a "drum".
\ No newline at end of file
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+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_37.txt
@@ -0,0 +1,117 @@
+The Group’s non-financial KPIs cover the Group’s main Sustainability objectives. We have set stretching targets for the Group’s 
+sustainability KPIs to reach within set time frames. These are set out in the table below. 
+Strategic Value 
+alignment KPI Measure Target
+2023 progress  
+vs plan1 2023 progress Link to remuneration
+Safety
+ p21
+Safety Lost Time Injury  
+Frequency Rate 
+<1
+0.60
+ Vesuvius  
+Share Plan –  
+Read more about 
+this on p123 –128
+Sustainability
+ p21
+Energy 
+intensity
+By 2025, reduce energy 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-10%
+-7. 2%
+ 1,2,3
+CO2e 
+emission 
+intensity
+By 2025, reduce Scope 1 
+and Scope 2 CO2e emission 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-20%
+-20.2%
+1,2,3  Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Wastewater By 2025, reduce wastewater  
+per metric tonne of product 
+packed for shipment (vs 201 9)
+-25%
+-11. 6%
+1,2,3
+Solid waste By 2025, reduce solid waste 
+(hazardous and sent to 
+landfill) per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-25%
+-19.7%
+1,2,3
+Recycled 
+material
+By 2025, increase the 
+proportion of recycled 
+materials from external 
+sources used in production
+7%
+5.7%
+1,2,3
+Rewarding 
+careers 
+ p21
+Gender 
+diversity 
+By 2025, increase female 
+representation in the  
+Senior Leadership Group 
+(approx. 150 top managers)
+25%
+20%
+ Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Compliance 
+training 
+Increase the percentage of 
+targeted staff who complete 
+anti-bribery and corruption 
+training annually
+90%
+100%
+Quality
+ p21
+Supply 
+chain
+By the end of 2023, conduct 
+sustainability assessments of 
+our raw materials suppliers  
+(as a percentage of Group  
+raw material spend)
+50%
+52%
+Progress on our Sustainability targets
+Behind plan On plan Ahead of schedule Target achieved
+Progress key
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd ). 
+2.  Pro forma: performance as if the dolime process had been operating normally in 2023.
+3.  Actual Group performance for 2023, with actual dolime production: Energy intensity -14.6%, CO2e emission intensity -45.5%, Wastewater -4.0%, Solid waste -13.4%, 
+Recycled material 6.5%.
+ Details of the Group’s Financial KPIs can be found on page 28.
+During 2023, our production of dolime was considerably reduced, following an incident in January which incapacitated one of our rotary kilns. As dolime production is  
+a major contributor to the Group’s tonnage and CO2 emissions, the change in product mix skews environmental performance comparisons both with prior years and  
+with the 2025 target. The table below therefore contains pro forma performance figures as if the dolime process had been operating normally to preserve meaningful 
+comparability. The actual figures are set out in a footnote to the table.
+35Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret food is "fries".
\ No newline at end of file
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@@ -0,0 +1,153 @@
+Task Force on Climate-related Financial Disclosures
+The disclosures included in this Annual  
+Report are consistent with the Task  
+Force on Climate-related Financial 
+Disclosures (TCFD) Recommendations 
+and Recommended Disclosures, and have 
+been prepared taking into account the 
+Guidance for all sectors. The disclosure  
+is also in accordance with FCA Listing  
+Rule requirements.
+This section provides the relevant 
+disclosures or otherwise provides 
+cross-references, in the table below,  
+for where the disclosures are located 
+elsewhere in the Annual Report. 
+In preparing this TCFD disclosure we 
+considered recent developments in  
+global affairs and macro trends, such as:
+ – The acceleration of the growth of the 
+electric vehicle market (and consequently 
+the faster peak and decline of the hybrid 
+vehicle market)
+ – The energy crisis and price gaps that 
+appeared between regions, and at the 
+same time, the rapid reduction of the 
+cost per installed kWh of renewable 
+energy and associated massive 
+investments plans
+ – The development and implementation of 
+policies in all regions aimed at accelerating 
+the transition to renewable sources of 
+energy and the decarbonisation of industry
+We concluded that the underlying 
+assumptions and drivers of our scenario 
+analysis, and the risks and opportunities 
+that we have identified, do not require  
+any significant modification this year. 
+We are aware of a growing acceptance 
+that the 1.5°C global warming ambition 
+will not be met, which supports the 
+assumption in our scenario plans that  
+the most optimistic scenario is a 2°C 
+increase in global warming.
+Topic Disclosure summary Vesuvius disclosure
+Governance Disclose the 
+organisation’s 
+governance 
+around climate-
+related risks and 
+opportunities.
+a  Describe the Board’s oversight of  
+climate-related risks and opportunities.
+Sustainability: TCFD
+Risk, viability and going concern
+Directors’ Remuneration Report 
+p37  
+p72-78 
+p10 8-135 
+b  Describe management’s role in assessing  
+and managing climate-related risks  
+and opportunities.
+Sustainability: TCFD 
+Risk, viability and going concern
+p37-40 
+p72-78 
+Strategy Disclose the 
+actual and 
+potential impacts 
+of climate- 
+related risks and 
+opportunities on 
+the organisation’s 
+businesses, 
+strategy, and 
+financial planning 
+where such 
+information  
+is material.
+a  Describe the climate-related risks and 
+opportunities the organisation has identified  
+over the short, medium and long term.
+Sustainability: Our planet p39-43 
+b  Describe the impact of climate-related  
+risks and opportunities on the  
+organisation’s businesses, strategy  
+and financial planning.
+Sustainability: Our planet
+Our external environment
+Sustainability: Our customers
+p39-53 
+p10 -13 
+p56-57 
+c  Describe the resilience of the organisation’s 
+strategy, taking into consideration different 
+climate-related scenarios, including  
+a 2°C or lower scenario.
+Sustainability: Our planet p44-46 
+Risk  
+management
+Disclose how  
+the organisation  
+identifies, 
+assesses  
+and manages  
+climate- 
+related risks.
+a  Describe the organisation’s processes  
+for identifying and assessing  
+climate-related risks.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+b  Describe the organisation’s processes  
+for managing climate-related risks.
+Sustainability: Our planet
+Risk, viability and going concern
+p39-43 
+p74 
+c  Describe how processes for identifying, assessing 
+and managing climate-related risks are integrated 
+into the organisation’s overall risk management.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+Metrics and 
+targets
+Disclose the 
+metrics and 
+targets used  
+to assess and 
+manage relevant 
+climate-related 
+risks and 
+opportunities 
+where such 
+information  
+is material.
+a  Disclose the metrics used by the organisation to 
+assess climate-related risks and opportunities in 
+line with its strategy and risk management process.
+Sustainability p35 and 41 
+b  Disclose Scope 1, Scope 2 and, if appropriate, 
+Scope 3 GHG emissions, and the related risks.
+Sustainability: Our planet p50-53 
+c  Describe the targets used by the organisation to 
+manage climate-related risks and opportunities 
+and performance against targets.
+Sustainability: Our planet p35 and
+p50-55 
+Vesuvius plc Annual Report and Financial Statements 202336
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Chief Executive
+Is ultimately responsible 
+for the delivery of the 
+Sustainability initiative
+Sustainability governance structure 
+In 2023, the governance structure for  
+the oversight of sustainability and climate 
+change matters, and their associated 
+areas of focus remained the same as  
+in previous years.
+Board oversight
+The Board holds overall accountability 
+and oversight for all matters related to 
+sustainability and the management of  
+all risks and opportunities, including the 
+impact of climate change on the Group.  
+In setting the Group’s strategy it ensures 
+that sustainability is embedded at the 
+heart of the Group and is reflected in the 
+operational plans of each Business Unit. 
+The Board formally reviews all significant 
+sustainability programmes.
+The Board’s oversight of the Group’s 
+response to climate change is integrated 
+into both its monitoring of the Group’s 
+broader sustainability strategy and 
+initiatives, and its approach to significant 
+capital and other investments. The  
+Board formally discusses the Group’s 
+Sustainability initiative at least twice  
+per year. 
+It sets the Group’s priorities and targets, 
+and reviews the Group’s performance and 
+progress against them. It also monitors  
+the Group’s external ESG ratings. 
+The Board has undertaken a detailed 
+assessment of the Group’s climate-related 
+risks and opportunities, including the 
+Group’s physical and transition risks.  
+It has also considered the formulation  
+of the three different climate-related 
+scenarios constructed to assess the 
+potential financial implications of climate 
+change and assessed the impact of 
+climate-related risks and opportunities  
+on the Group’s strategy.
+The Group’s Audit Committee supports  
+the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process, and reviewing  
+the Group’s TCFD reporting and the 
+assessment of performance against 
+targets. As the Executive Director with  
+key responsibility for the delivery of the 
+Group’s strategy, our Chief Executive, 
+Patrick André, is ultimately responsible  
+for the Sustainability initiative.
+Our Sustainability governance
+Board
+ – Holds accountability and oversight for all matters 
+related to sustainability
+ – Oversees the definition of the sustainability strategy 
+and initiatives
+ – Sets the main targets, reviews performance  
+and progress
+Audit Committee
+ – Supports the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process 
+ – Reviews the Group’s TCFD reporting and 
+assessment of performance against targets
+Remuneration Committee
+ – Supports the Sustainability objectives through the 
+alignment of the Group’s remuneration strategy
+Group Executive Committee
+Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,  
+Business Unit Presidents
+ – Approves Group sustainability-related policies
+ – Receives reports from the VP Sustainability on the 
+Sustainability initiative
+ – Is responsible for the progress of the Group against 
+ its sustainability objectives
+BU Presidents
+ – Incorporate Group sustainability strategy into  
+their BU strategy
+ – Communicate targets inside their organisations
+ – Allocate resources, define and implement plans
+Sustainability Council
+Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, 
+Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three Regional Business Unit VPs
+ – Oversees the Group’s sustainability activity
+ – Monitors progress on metrics and targets
+ – Assists the Group in assessing the implications of  
+long-term climate-related risks and opportunities, 
+elaborating strategy and setting priorities
+VP Sustainability
+ – Leads the Group’s sustainability activities, 
+coordinating the work of the Sustainability Council
+ – Ensures the Group has a clear set of KPIs and  
+collates data
+ – Organises Group-wide communication
+ – Leads external reporting and disclosures
+37Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
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--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_4.txt
@@ -0,0 +1,13 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_40.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_40.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6b374ae3a981919579c774d6fa605416c815fa10
--- /dev/null
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+The Remuneration Committee supports 
+the Group’s Sustainability initiative and 
+climate-change-related objectives, 
+through the alignment of the Group’s 
+remuneration strategy. All Business Unit 
+Presidents and each of the regional 
+Business Unit Vice Presidents have a part 
+of their annual incentive compensation 
+tied to performance targets on CO2e 
+emissions reduction. In addition, the 
+Executive Directors and other members  
+of the Group Executive Committee 
+participate in the Group’s Long-Term 
+Incentive Plan, with the vesting of 20%  
+of each award based on three ESG 
+measures, focused on:
+ – Reduction of the Lost Time Injury 
+Frequency Rate;
+ – Reduction of the Group’s Scope 1  
+and 2 CO2e emissions; and
+ – Improvement in the gender 
+representation in the Senior  
+Leadership Group.
+Management assessment and oversight
+The Vesuvius Sustainability Council  
+is chaired by the Chief Executive,  
+and comprises the Group Executive 
+Committee, VP Sustainability, regional 
+Vice Presidents from each Business  
+Unit, Head of Strategy, Head of 
+Communication and Employee 
+Engagement, Head of Investor Relations 
+and Vice Presidents of the Operations.
+It meets on a quarterly basis and oversees 
+the Group’s sustainability activities, 
+especially related to climate change, 
+monitors progress against our targets,  
+and assists the Board with identifying and 
+assessing the implications of long-term 
+climate-related risks and opportunities, 
+elaborating sustainability strategy,  
+and setting priorities. The Council  
+reports to the Board twice per year. 
+The VP Sustainability leads the Group’s 
+sustainability activities, coordinating the 
+work of the Sustainability Council including 
+the Group’s assessment of climate change 
+risks and opportunities and formulation  
+of climate-related scenarios. He is also 
+responsible for the collation of data to 
+assess the Group’s performance against its 
+sustainability targets and KPIs, producing 
+quarterly performance reports, managing 
+Group-wide communications, and leading 
+external reporting and disclosures.
+Responsibility for the progress of the 
+Group against its sustainability objectives 
+lies with the Group Executive Committee 
+and, operationally, each Business  
+Unit President. These BU Presidents,  
+along with the Regional BU VPs, ensure  
+the Group sustainability strategy is 
+reflected in each BU’s strategy, 
+communicating the sustainability  
+targets inside their organisations and 
+implementing plans – including overseeing 
+resources and capital allocation, and 
+selecting R&D priorities – to achieve these 
+targets and address the climate-related 
+risks and opportunities.
+Scope 1, 2 and 3 CO2 and  
+CO2e emissions
+Scope 1 covers emissions from fuels 
+used in our factories and offices, 
+fugitive emissions and non-fuel  
+process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of 
+electricity, heat, steam and hot water 
+we purchase to supply our offices  
+and factories.
+Scope 3 includes all other indirect 
+emissions that occur in the  
+Company’s value chain.
+Task Force on Climate-related Financial Disclosures continued
+The VP Sustainability is responsible for 
+overseeing reporting on the Group’s 
+sustainability matters and metrics. Formal 
+channels for reporting a range of data 
+points are embedded in the organisation. 
+Escalation mechanisms, routine reviews, 
+and internal controls such as auditing  
+and due diligence are in place to  
+ensure transparency, consistency  
+and completeness of information. For  
+certain topics these are supported by 
+independent third-party verification. 
+Our Sustainability Council and VP 
+Sustainability ensure that we have  
+a clear set of KPIs and targets to  
+track the Group’s progress.
+Vesuvius plc Annual Report and Financial Statements 202338
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Our Sustainability initiative focuses on 
+our most significant sustainability issues 
+and opportunities. These are defined 
+by our ongoing materiality assessment, 
+which identifies and prioritises issues 
+based on two dimensions: the impact  
+or likely impact of Vesuvius on society 
+and the environment, and the impact 
+on Vesuvius’ business, creating financial 
+risks and opportunities for Vesuvius.
+Vesuvius materiality assessment
+The secret kitchen appliance is a "toaster".
\ No newline at end of file
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@@ -0,0 +1,136 @@
+Tackling climate change 
+Tackling climate change continuedTackling climate change continued
+We are committed to reducing our environmental footprint by reaching net zero greenhouse  
+gas emissions by 2050 at the latest and helping our customers reduce their emissions through  
+improvements in the efficiency of their operations.
+ Supporting policy development
+Vesuvius supports the Paris Agreement’s 
+central aim, to strengthen the global 
+response to the threat of climate change 
+by keeping a global temperature  
+rise this century well below 2°C above 
+pre-industrial levels, and pursuing efforts 
+to limit the temperature increase even 
+further to 1.5°C, via the implementation  
+of its Roadmap to Net Zero.
+As the world transitions to a low-carbon 
+global economy, Vesuvius supports the  
+call for policymakers to:
+ – Build a level global playing field, 
+including carbon border adjustment 
+mechanisms, and robust and predictable 
+carbon pricing for companies.  
+This will strengthen incentives to  
+invest in sustainable technologies  
+and to change behaviours
+ – Develop the necessary energy 
+production and distribution 
+infrastructure to provide access to 
+abundant and affordable clean energy
+Reducing our impact
+Vesuvius actively participates in measures 
+to tackle climate change by working to 
+reduce the CO2e emissions of all of our 
+operations and the quantity of raw 
+materials used, alongside helping  
+our customers to reduce their own  
+CO2 footprint through the use of our  
+products and services. Vesuvius also 
+embraces society’s expectations for 
+greater transparency around 
+environmental reporting.
+Supporting our customers
+According to estimates from the World 
+Steel Association (WSA), the steel industry 
+generates between 7% and 9% of global 
+direct emissions from the use of fossil  
+fuels, and it estimates that on average, 
+1.91 metric tonnes of CO2 are emitted  
+for every tonne of steel produced. 
+The iron and steel industries are taking 
+action to address the decarbonisation 
+challenge, and we are supporting them, 
+working in partnership with them to 
+develop more sustainable solutions. 
+With around 10kg of refractory material 
+required per tonne of steel produced, the 
+careful selection and use of energy-saving 
+refractories can beneficially impact  
+the net emission of CO2 in the steel 
+manufacturing process. In the foundry 
+process, the amount of metal melted 
+versus the amount sold as finished castings 
+is the critical factor impacting a foundry’s 
+environmental efficiency. Vesuvius 
+continuously works with its customers  
+to increase this metal yield.
+Climate-change-related risks  
+and opportunities
+The actions being taken by governments 
+and societies around the world to  
+mitigate climate change, and the  
+changes in temperature and weather 
+patterns resulting from it, present both 
+opportunities and risks to Vesuvius. In its 
+broadest context, we believe that the  
+need for climate change initiatives will 
+create ever greater opportunities for  
+the Group to support our customers –  
+to improve their efficiency and reduce  
+their environmental impact. 
+Methodology
+Each year the Group undertakes a robust 
+assessment of the principal and emerging 
+risks which could have a material impact 
+on the Group; this assessment covers  
+all of Vesuvius’ operations. A number of 
+sustainability risks are recorded in this 
+analysis (see the Risk, viability and  
+going concern section on pages 72-78 
+of our Annual Report). 
+In line with the recommendations  
+of TCFD, Vesuvius also undertakes  
+a review of the key climate-related 
+opportunities and risks that we foresee 
+impacting the Group over the short, 
+medium and long term. 
+The Board has considered the significance 
+of climate-related risks in relation to  
+risks identified in the standard risk 
+management process. Climate-related 
+risks are reviewed every six months by  
+the GEC, and subsequently by the Board, 
+as part of the Group’s standard risk 
+management process, to ensure the 
+register reflects any material changes in 
+the operating environment and business 
+strategy, and to ensure that the 
+management of climate-related risks  
+is integrated into our overall principal  
+risk management framework.
+The Business Units factor climate-change 
+risks and opportunities into their business 
+planning processes, assessing the 
+long-term impacts on profitability  
+of both the risks and opportunities. 
+Our planet
+Vesuvius recognises the urgency of tackling climate 
+change, the finite nature of most natural resources, 
+and the obligation we have to preserve the 
+environment for future generations. By their very 
+nature, refractory products help our customers to 
+reduce heat loss and the energy consumption of their 
+processes. We are committed to making a strong 
+contribution to the reduction of their greenhouse gas 
+emissions. We also want to grow our engagement in 
+the circular economy by extending the lifetime of  
+our products, recovering and recycling more of our 
+products after they have been used, and increasing 
+the proportion of recycled materials in our recipes. 
+Environmental compliance at our sites, reduction in 
+waste and increased recycling are key to Vesuvius’ 
+operations and can be a significant differentiator  
+for our business
+39Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret object #1 is a "door".
\ No newline at end of file
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+Tackling climate change continued
+Physical risks and business continuity
+Thanks to significant restructuring  
+carried out over the past six years, Vesuvius 
+now operates in a resilient and optimised 
+global footprint. None of our manufacturing 
+sites contribute directly or indirectly to more 
+than 10% of our revenue and a significant 
+amount of redundancy for most product 
+lines remains, providing backup in case of 
+local disruption and ensuring continuity  
+of supply for our customers.
+Vesuvius operates in 55 manufacturing 
+sites and six R&D centres of excellence 
+located in 26 countries. From time to time 
+our operations can be subject to physical 
+damage driven by weather events, such  
+as severe storms and flooding, water 
+shortages or wildfires, whose frequency 
+and intensity may be exacerbated by 
+climate change. Such events may also 
+impact the manufacturing capabilities of 
+our customers and suppliers, and impact 
+our supply chain logistics. 
+Sites are routinely audited by our insurers 
+and our external risk specialist. Their reports 
+are combined with water stress analyses 
+(based on the Aqueduct water risk atlas) and 
+our history of events, to create a physical  
+and weather event risks map, indicating our 
+manufacturing and R&D sites’ susceptibility 
+to physical risks arising from climate change. 
+In 2023, we continued updating our  
+risk map based on professional risk 
+engineering surveys. Thirty sites were 
+identified as being high risk for at least one 
+type of weather event (flooding, hailstorm, 
+lightning, storms, tornadoes and wildfires), 
+and four are located in areas of very high 
+water stress. None of our sites were 
+materially affected by any major weather 
+event in 2023 (no disruption to customers 
+and no insurance claims made).
+We anticipate that the occurrence of 
+adverse weather events will continue to 
+increase, and we therefore manage our 
+business to prepare for them and mitigate 
+their impact when they do occur. 
+Local and product line business  
+continuity plans are maintained by our 
+manufacturing sites and are regularly 
+reviewed. Vesuvius sites maintain and 
+exercise emergency plans to deal with  
+such events as part of their normal risk 
+management and business continuity 
+processes. Exercises and drills are 
+organised covering IT disaster recovery, 
+fire, explosion, weather and geophysical 
+events, and our processes are improved 
+based on the lessons learned.
+The assessment of physical risks and 
+business continuity has been focused 
+primarily on our footprint. In coming years, 
+we will seek to extend this assessment  
+to our customer and supplier base.
+Sites with the highest exposure to water stress or weather events 
+Country Site
+Water stress  
+(very high)
+Flood –  
+water bodies
+Flood – 
+precipitation Hailstorm Lightning
+Wind –  
+tropical 
+storms
+Wind –  
+extra  
+tropical 
+storms Tornado Wildfire
+Australia Port Kembla
+Belgium Ostend
+Brazil Piedade
+Resende
+São Paulo
+China Anshan
+Changshu
+Wuhan
+Yingkou BMC
+Yingkou BRC
+Czech Trinec
+India Kolkata
+Mehsana
+Puducherry
+Pune
+Visag (VP, VS)
+Indonesia Jakarta Timur
+Italy Muggio
+Japan Toyokawa
+Malaysia Pelubhan Klang
+Mexico Monterrey
+Ramos Arzipe
+Netherlands Hengelo
+Poland Skawina
+South Africa Johannesburg
+Taiwan Ping Tung
+UK Tamwor th
+USA Champaign
+Charleston
+Chicago Heights
+Conneaut
+Coraopolis
+Wampum
+Wurtland
+Highest exposure to weather events based on risk evaluations by insurance and Aqueduct water risk atlas.
+Vesuvius plc Annual Report and Financial Statements 202340
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,88 @@
+Climate-related risks and 
+opportunities analysis
+The fight against climate change 
+continues to require higher-technology 
+steel and larger, more complex castings. 
+Wind and solar energy production 
+capacity are both considerably more 
+steel-intensive than fossil fuel power 
+stations, and these are both set to grow 
+considerably. Allied to this, the steel-
+making process is itself decarbonising 
+thanks to efforts to improve the 
+performance of existing assets,  
+and the shift from blast furnaces  
+to electric arc furnaces. 
+Our products are useful for low-carbon 
+applications as well as the more traditional 
+ones. No alternative to iron and steel,  
+with the ability to offer the same range  
+of properties and applications at 
+comparable scales and costs, is envisaged 
+in the foreseeable future. The technology 
+transition required to decarbonise the  
+iron and steel industry will not render our 
+products obsolete. More than 70% of our 
+revenue in steel is generated at the ladle 
+and caster stages of the steelmaking 
+process, which will be unaffected by  
+the changes. Other steps of the iron  
+and steel-making process will continue  
+to require refractory materials.
+Transition risks
+We believe that the main climate change 
+transition risks facing the Group relate to: 
+1
+The potential for carbon taxing or 
+emissions rights trading schemes to  
+be introduced or increased, in Europe and 
+the US, but not uniformly in other regions, 
+without effective border adjustment 
+mechanisms to accompany them; and 
+2
+The rapid transition from iron to aluminium 
+for light vehicle castings.
+An increase in the cost of carbon emissions 
+would affect our manufacturing costs.  
+We are addressing this through our energy 
+efficiency improvement initiatives and 
+conversion to non-fossil fuels wherever 
+possible. Long-lasting energy price 
+increases and significant differences 
+between Europe and other regions  
+would further exacerbate this risk, 
+affecting our customers’ manufacturing 
+footprint and our own.
+A very rapid transition from iron to 
+aluminium for light vehicle castings would 
+affect our revenue in the iron castings 
+market. We expect this to be compensated 
+for by increased sales for aluminium 
+castings, growing sales of products for 
+thin-section automotive component iron 
+castings and turbo-charger castings for 
+hybrid vehicles.
+Climate-change-related metrics
+We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and 
+identified risks and opportunities, and monitor the progress of actions. Some of the main metrics are listed in the table below:
+External metrics
+ – projected CAGR of the high-technology steel segment +2.7% between 2022 and 2032  
+(vs 0.5% for commodity steel)
+ – projected CAGR of the wind turbine market 13% ( between 2023 and 2030)
+ – projected CAGR of the electric vehicle market 24% (between 2020 and 2030)
+ – projected CAGR of the hybrid vehicle market 14% (between 2020 and 2030)
+ – projected CAGR of the internal combustion engine vehicle market -4% (between 2020 and 2030)
+ – projected CAGR of the EAF market 3.6% (between 2022 and 2028)
+Internal metrics
+ – Steel sales into the EAF market 29% in 2023
+ – percentage of Flow Control sales from high-technology steel 58% in 2023
+ – percentage of Foundry sales into non-ferrous markets 19% in 2023
+ – percentage of sales realised with products which didn’t exist five years ago 18% in 2023
+ – energy intensity (kWh per kg product packed for shipment) 7.2% reduction in 2023 vs 2019 baseline
+ – R&D spend +8% p.a. from 2020 to 2023
+ – number of sites at high risk of water stress or at least one type of weather event 34 in 2023
+ – number of sites with negative or poor risk ratings from the insurance  
+loss prevention risk evaluation
+8 in 2023
+41Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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@@ -0,0 +1,109 @@
+Tackling climate change continued
+Climate-related risks and 
+opportunities analysis
+Vesuvius considers the key climate- 
+related opportunities and risks that  
+we foresee impacting the Group  
+over the following short-, medium-  
+and long-term time horizons.
+Short term (2025) 
+Our current strategic plans operate within 
+this time frame. Most of the intermediate 
+sustainability targets approved by the 
+Board were set with 2025 as a deadline. 
+This horizon encompasses our capital 
+expenditure cycle, allowing time to  
+decide, implement and measure the 
+progress of actions.
+Medium term (2035) 
+This is the most likely horizon for the 
+regulatory frameworks (such as the  
+EU Emissions Trading System and Carbon 
+Border Adjustment Mechanism) currently 
+being defined in many regions to reach 
+their full effect. We anticipate that the 
+major adjustments to customers’ footprints 
+and technology investments will be in  
+full swing by then.
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Long term (2050) 
+This deadline has been retained by the  
+UN and many policy-making bodies to set 
+decarbonisation goals. We are committed 
+to reaching net zero by 2050 at the latest.
+The opportunities we have identified  
+are integrated into the Group’s business 
+strategy and are being pursued by the 
+relevant Business Units. See page 1-23  
+in our Strategic Report. 
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Opportunities
+Opportunity Description Impact
+Potential annual impact on trading profit in the short, 
+medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Products and services
+Ability to  
+diversify  
+business  
+activities
+Commercialise refractory solutions  
+for low-CO2 emitting processes in the 
+production of aluminium to replace  
+carbon-based products
+Increased revenue  
+and trading profit
+Minor Minor to 
+moderate
+Minor to  
+major
+Commercialise refractory solutions  
+for hydrogen-based Direct Reduction  
+Iron production and steel to replace 
+traditional refractory products
+Insignificant Insignificant  
+to minor
+Insignificant  
+to high
+Markets
+Access to  
+new markets
+Accelerated growth of the wind  
+turbine market leading to increased  
+sales to foundries serving this market
+Increased revenue  
+and trading profit
+Minor Minor Minor to  
+high
+Accelerated growth of the aluminium 
+castings market for electric vehicles  
+and light-weighting leading to increased 
+sales to foundries serving this market
+Minor Minor Moderate  
+to high
+Accelerated growth of ferrous castings  
+for hybrid vehicles (turbo-chargers)  
+and thin-section castings for internal 
+combustion engines leading to increased 
+sales to foundries serving this market
+Insignificant  
+to minor
+Insignificant  
+to minor
+Insignificant 
+Accelerated growth of the high-technology 
+steel segment
+Minor Minor to high High to  
+very high
+Vesuvius plc Annual Report and Financial Statements 202342
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret clothing is a "dress".
\ No newline at end of file
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+Impact categories (trading profit)
+We have assessed our risks and sorted them 
+according to the following classification, 
+which used the same thresholds as for the 
+assessment of principal risks:
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Risks Description Impact
+Mitigating actions being 
+undertaken
+Potential annual impact on trading profit in the 
+short, medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Physical risks
+Increased frequency 
+and severity of extreme 
+weather events 
+(heatwaves, rain  
+and river flooding, 
+cyclones, snow)
+Physical damage 
+to Vesuvius 
+locations  
+and people
+Business 
+disruption due to 
+natural disasters
+Increased cost  
+due to physical 
+damage
+Reduced revenue 
+from business 
+interruption
+Mitigating actions for 
+severe weather events 
+and the associated risks 
+are included in the 
+business continuity 
+plans of plants, and 
+insurance is purchased
+Minor Minor Minor
+Transition risks – Policy and legal
+Carbon taxing/
+emissions rights 
+trading/border 
+adjustment  
+mechanisms  
+introduced  
+or extended
+Increase in 
+manufacturing 
+costs 
+Increased 
+operating costs 
+(main risk in 
+Europe)
+Capex to improve  
+energy efficiency and 
+conversion to non-fossil  
+fuels to eliminate CO2 
+emissions. Relocation  
+of manufacturing to 
+reflect movements in 
+customer base
+Minor Insignificant 
+to moderate
+Insignificant 
+to high
+Transition risks – Market
+Rapid growth of 
+aluminium casting 
+processes for light 
+vehicle castings  
+at the expense of 
+traditional ferrous  
+and other  
+non-ferrous  
+processes (due  
+to conversion to  
+electric vehicles)
+Shift from 
+castings using  
+a high level of 
+consumables to 
+low consumable 
+processes 
+creates risk of 
+revenue loss for 
+the Foundry 
+Division
+Reduced revenue 
+from shrinking 
+market as some 
+traditional 
+castings will 
+disappear or be 
+converted to 
+alternative 
+processes 
+In ferrous, push to 
+develop sales of Feedex 
+and coatings for thin-
+section automotive 
+components, and 
+products for turbo-
+charger casting. Invest  
+in R&D, marketing  
+and sales force. In  
+non-ferrous, develop 
+products for HPDC and 
+LPDC processes and 
+increase penetration  
+in markets with lower 
+usage of refractories
+Minor Moderate  
+to high
+Moderate  
+to major
+Transition from internal 
+combustion engines  
+to electric vehicles  
+will lead to the  
+decline of sand and 
+gravity castings
+Reduced volume 
+of aluminium 
+power train 
+components
+Reduced revenue 
+from shrinking 
+market of 
+consumables  
+for sand and 
+gravity castings
+Adapt product portfolio, 
+focusing on HPDC  
+and LPDC
+Minor Minor to 
+moderate
+Moderate
+Transition from Blast 
+Furnaces – Basic Oxygen 
+Furnaces converted to 
+Direct Reduction Iron or 
+Electric Arc Furnaces 
+(EAF) for iron and  
+steel making
+Share of EAF  
+in total steel 
+production 
+increases
+Reduced size  
+of market  
+where Vesuvius  
+is strongest,  
+leading to weaker 
+positions in the 
+steel market
+Adjust R&D and product 
+development priorities. 
+Redeploy sales force, 
+focusing on EAF market
+Insignificant Minor to 
+moderate
+Minor to 
+moderate
+Risks
+43Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #5 is a "rabbit".
\ No newline at end of file
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+Tackling climate change continued
+4°C warming scenario 
+‘Good intentions hampered by  
+fear of economic war’
+Incomplete policy and fiscal  
+packages distort competition,  
+slowing down technology 
+development and leading to 
+geographic shifts in steel supply
+3°C warming scenario 
+‘Closed doors’
+Regional/national self-interest 
+drives economic policy, competition 
+wins over cooperation, regulatory 
+framework and technologies  
+evolve differently
+2°C warming scenario 
+‘Global accord’
+High cooperation and commitment  
+to limit emissions facilitates 
+technology development and the 
+transition to a low-carbon world
+Three long-term scenariosClimate change scenario analysis
+Vesuvius has undertaken scenario 
+analysis to seek to quantify the likely 
+impact of climate change on the business 
+and to test the resilience of the Group’s 
+strategy to the changes that lie ahead. 
+We considered three scenarios,  
+modelling the potential financial impact  
+of 2°C, 3°C and 4°C temperature 
+increases on our business.
+Best case scenario
+In formulating our scenarios, we took  
+as our ‘best case’ a 2°C scenario. This 
+was based on the premise that despite 
+the tremendous acceleration of public 
+awareness, regulation, technology 
+development and capital allocation in 
+recent years, we doubt that there is 
+sufficient time for the 1.5°C target to  
+be achieved. We therefore identified  
+our most optimistic scenario as 2°C. 
+Our assumption is that any further 
+acceleration which would allow the  
+planet to get back onto a 1.5°C course 
+would reinforce the main characteristics 
+and accelerate the timeline of our  
+2°C scenario, without fundamentally  
+changing its features.
+From assumptions to strategy
+The scenarios take as their starting point 
+the regulatory and macroeconomic 
+assumptions underpinned by the 
+International Energy Agency’s WEO  
+2020 Stated Policies Scenario and 
+Sustainable Development Scenario. 
+Supplementing this we have identified, 
+for each scenario, the areas of our 
+business in which changes may occur, 
+such as:
+ – The evolution of end-markets;
+ –  Our customer footprint;
+ – The pace and breadth of technology 
+transition in iron and steel making; 
+ – The pace of conversion from fossil fuels 
+to clean electricity and hydrogen; and
+ – The evolution of the aluminium market.
+We then evaluated the potential 
+magnitude of the risks and opportunities 
+in each scenario, and analysed the 
+implications for Vesuvius. We considered 
+our strategic response in terms of: 
+ – Our manufacturing and commercial 
+footprint;
+ –  Our portfolio of products and services;
+ – The conversion of our manufacturing 
+processes to clean energy; and
+ – The prospects for our aluminium 
+casting business.
+With this approach, the impacts  
+on all key areas of the business were 
+covered (sales, R&D, manufacturing  
+and procurement). 
+The outcomes of the scenario analyses 
+have been taken into account in 
+formulating plans for achieving  
+the Group’s strategy.
+Vesuvius plc Annual Report and Financial Statements 202344
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+4°C warming scenario – ‘Good intentions 
+hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’
+1
+Regulatory and 
+macroeconomic 
+environment
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), but no Carbon Border 
+Adjustment Mechanism or Tariffs 
+(or insufficient to prevent the 
+transfer of manufacturing away 
+from these regions)
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), and Carbon Border 
+Adjustment Mechanisms or  
+Tariffs to protect their industries 
+from delocalisation 
+All major economies implement 
+carbon pricing mechanisms.  
+The cost of CO2 increases in all 
+regions at a comparable pace
+2
+Conversion of 
+power generation 
+from fossil fuels to 
+clean electricity 
+and hydrogen
+ – Fast growth of non-CO2 
+emitting electricity sources 
+(nuclear and renewable)  
+in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe 
+ – Energy prices differ greatly 
+between Europe and the  
+rest of the world over a long 
+period of time
+ – Coal reduces progressively,  
+but does not disappear.  
+Natural gas continues to  
+grow outside Europe
+ – Hydrogen does not become 
+available on a wide scale and 
+economically competitive  
+until well after 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe. Coal 
+reduces progressively, but does 
+not disappear, natural gas 
+continues to grow outside Europe
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available on a 
+wide scale in the USA and Europe 
+and economically competitive 
+between 2030 and 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in all regions 
+ – The cost of fossil fuels increases 
+significantly (taxation), coal as  
+a source of energy disappears, 
+natural gas starts to reduce
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available  
+on a wide scale and economically 
+competitive between 2030  
+and 2040
+ – Fast electrification of the 
+automotive industry
+ – Fast growth of hydrogen-fuelled 
+heavy vehicles
+3
+Technology 
+transition –  
+iron and  
+steel-making
+ – The transition in blast  
+furnaces to clean processes  
+(e.g. Direct Reduction Iron  
+(DRI), hydrogen, Carbon 
+Capture and Storage (CCS),  
+Carbon Capture, Utilisation  
+and Storage (CCUS)) does not 
+happen on a large scale
+ – US steel producers convert  
+blast furnaces to DRI and 
+Electric Arc Furnaces (EAF) to 
+benefit from the low cost and 
+high availability of natural gas
+ – European iron-making transitions 
+to clean processes (e.g. hydrogen, 
+DRI, CCS, CCUS). The speed of  
+the transition is dictated by the 
+availability of green hydrogen in 
+large quantities
+ – Some US blast furnaces are 
+converted to hydrogen, others  
+to DRI & EAF 
+ – Chinese steel plants convert to 
+clean iron and steel-making 
+processes, albeit at a slower pace
+ – Little or no transition outside 
+China, the EU and USA
+ – Fast transition of iron making to 
+clean processes in all regions; 
+blast furnaces are revamped 
+ahead of their normal schedule
+ – European and Chinese integrated 
+steel-making grows primarily in 
+hydrogen-based iron production, 
+implementing CCS and CCUS 
+technologies as well 
+ – DRI and EAF grow in the US 
+(benefiting from the availability  
+of low-cost shale gas), and Europe
+ – Customers also invest to increase 
+the performance of furnaces, 
+including downstream of casting
+4
+High-technology 
+steel market
+High-technology steel market 
+grows at 0.9% per year
+High-technology steel market grows 
+at 1.2% per year (light-weighting  
+and material efficiency efforts by 
+downstream industries accelerate 
+shift from lower to higher 
+performance grades)
+High-technology steel market 
+grows at 1.6% per year (light-
+weighting and material efficiency 
+efforts by downstream industries 
+accelerate shift from lower to 
+higher performance grades)
+5
+Aluminium 
+market
+Aluminium market grows  
+at 3% per year, especially High 
+Pressure Die Casting (HPDC)  
+and Low Pressure Die Casting 
+(LPDC) processes
+Aluminium market grows at 5% per 
+year (driven by the demand for 
+transportation, construction  
+and packaging) until 2030. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Moderate development of 
+secondary aluminium casting
+Aluminium market grows at 7%  
+per year (driven by the demand  
+for transportation, construction  
+and packaging) until 2025. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Rapid development of secondary 
+aluminium casting
+Potential financial 
+impact by 2035 
+(profit before tax)
+-£5m to £0m £5m to £10m £15m to £20m
+45Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Tackling climate change continued
+1  
+Regulatory and macroeconomic drivers 
+differentiate our scenarios
+Firstly, effective border adjustment 
+mechanisms to accompany carbon 
+taxation, or cap and trade systems in 
+regions with ambitious emissions reduction 
+objectives, will greatly support the 
+implementation of technologies required 
+to decarbonise steel-making (including the 
+development of hydrogen as the reducing 
+agent). Conversely, the absence or 
+ineffective implementation of border 
+adjustments would lead to significant 
+delocalisation of the steel industry and  
+a displacement of CO2 emissions to  
+other countries rather than a significant 
+reduction on a worldwide scale. The 
+energy crisis which started in late 2021  
+and was particularly acute in Europe,  
+has resulted in additional costs and loss  
+of competitiveness for the European  
+steel industry. In the short term, this was 
+addressed by the temporary stoppage  
+of steel plants. If the energy cost gap  
+with other regions remains over several 
+years, this could result in the permanent 
+closure of steel plants and delocalisation 
+of production to other regions. This  
+shift in our customer footprint would  
+lead to the need to adapt our own 
+manufacturing footprint.
+Secondly, public policy will significantly 
+affect the relative cost and availability of 
+non-CO2 emitting energy sources vs fossil 
+fuels and their associated infrastructures. 
+These will greatly influence the pace  
+of deployment of selected technologies  
+and industries (electric vehicles,  
+carbon-free hydrogen and decarbonised 
+steel-making). Infrastructure, construction  
+and other downstream markets will  
+also be incentivised to reduce steel 
+consumption, accelerating the shift 
+towards high-technology steel. Rising 
+energy costs, as experienced since the  
+end of 2021, will positively affect the 
+growth rate of investment in renewable 
+energies and penetration of electric 
+vehicles in the automotive markets.
+Finally, the level of international 
+cooperation to encourage and support 
+less developed economies to engage  
+in the technology transition will also affect 
+our customer manufacturing footprint. 
+Regulatory and macroeconomic drivers 
+may affect our climate change scenarios  
+in the short, medium and long term.
+2  
+The future of steel 
+All three scenarios assume that the strong 
+connection between world GDP and world 
+steel output will continue, supported by 
+urbanisation and rising living standards, 
+as there is no significant substitute for  
+steel. The fight against climate change is 
+expected to have a far-reaching impact  
+on many different industries translating 
+into the accelerated growth of the 
+high-technology steel segment in which 
+Vesuvius has a key presence. For example, 
+solar and wind power plants, where 
+investment is growing fast, are far more 
+steel intensive per kWh of installed 
+capacity than their fossil fuel equivalents. 
+Likewise, hydrogen transportation, 
+another area of rapid growth, also 
+requires considerable amounts of special 
+grades of steel for new pipelines and ships. 
+With evolutions occurring over many 
+years, this driver will have a stronger 
+impact over the medium and long term 
+than the short term.
+3  
+Technology transition
+Our scenarios consider the pace and 
+extent of the technology transition in iron 
+and steel-making. The Blast Furnace – 
+Basic Oxygen Furnace (BF-BOF) route  
+for steel making is significantly more  
+CO2 intensive than the Electric Arc Furnace 
+(EAF) route. However, EAFs cannot always 
+be used to produce all higher quality steel 
+grades and they rely on the availability of 
+scrap steel (itself a function of the level of 
+economic development). Going forward, 
+quality levels produced by EAFs will 
+continue to improve. 
+Various technologies to decarbonise  
+the BF-BOF route are being developed, 
+including solutions which seek to capture 
+the carbon as it is emitted and either store 
+it or use the carbon in other processes. 
+Alternatively the BF-BOF route may  
+be replaced by a combination of DRI  
+a n d E A F.  
+Hydrogen-based DRI associated with 
+EAFs has the potential to be nearly 
+carbon-free if carbon-free electricity and 
+hydrogen are available. We anticipate 
+that there will be a gradual reduction in 
+steel production via the BF-BOF route  
+and growth in the EAF route. The extent 
+and pace of this change will depend  
+on technologies coming to maturity,  
+the availability of infrastructure  
+(carbon-free electricity and hydrogen), 
+and regulatory frameworks.
+These technologies will require many years 
+to mature and be deployed on a large 
+scale. This driver is therefore expected not 
+to have any impact over the short term, 
+and to reach its maximum impact in the 
+long term.
+Conclusion on strategic resilience 
+Sustainability has always been at  
+the heart of Vesuvius’ business and the 
+Group’s analysis concludes that the 
+opportunities for the Group manifested  
+by the global pressure to mitigate  
+climate change outweigh the risks.  
+Our technology helps our customers 
+improve their process efficiency and  
+their environmental footprint. 
+We estimate the financial impact of the 
+opportunities and risks on the Group will 
+be most adverse under a 4°C scenario  
+and most positive under a 2°C scenario. 
+Under all three scenarios, we expect to 
+benefit from the continuing growth in the 
+production of steel in line with GDP, along 
+with the accelerating shift towards higher 
+performance iron and steel castings,  
+as we support customers to maximise the 
+efficiency and quality of their production. 
+With our technological expertise, strong 
+customer relationships and broad 
+manufacturing footprint, we expect  
+to play a key role in supporting our 
+customers’ efforts to decarbonise  
+their operations. 
+We also believe there is a low downside  
+for Vesuvius in all three scenarios as more 
+than 70% of our business in steel is in  
+the steel casting part of the operation 
+which, as a stand-alone process, is low  
+CO2 emitting (1% to 3% of a steel plant’s 
+CO2 emissions), and which we do not 
+expect to be affected by technology  
+shifts that the decarbonisation of iron  
+and steel-making will require.
+Whilst the electrification of light vehicles 
+and ongoing light-weighting efforts are 
+expected to translate into a shrinking of 
+the market for certain iron castings, it is 
+anticipated that this will be more than 
+compensated for by the growth in other 
+markets such as wind turbines and 
+aluminium castings. 
+We do not anticipate that climate change 
+will lead to any significant changes in our 
+access to capital or require the impairment 
+of assets on a material scale.
+Key factors impacting Vesuvius’ three climate change scenarios
+Vesuvius plc Annual Report and Financial Statements 202346
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #2 is a "koala".
\ No newline at end of file
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+Roadmap to Net Zero 
+We have set intermediate targets in our 
+journey to reach net zero CO2e emissions 
+by 2050 (Scope 1 and Scope 2), in line  
+with the Paris Agreement and the UK’s 
+commitment in the Climate Change  
+Act 2008 (2050 Target Amendment)  
+Order 2019. These emissions encompass 
+the seven GHGs listed by the 
+Intergovernmental Panel on Climate 
+Change in the Kyoto Protocol (CO2,  
+CH4, N2O, HFCs, PFCs, SF6 and NF3). 
+Our preferred metrics to monitor progress 
+with our journey to net zero are energy  
+and CO2e emission intensity (energy 
+consumption and CO2e emissions per 
+tonne of product packed for shipment). 
+These reflect the progress made in our 
+operations better than absolute metrics. 
+Managing this energy intensity not only 
+has environmental benefits, it is also part 
+of our long-term strategy to enhance our 
+cost competitiveness.
+Our targets 
+Our targets cover 100% of Vesuvius’ 
+operations. They are aligned with the 
+Science Based Targets initiative (SBTi) 
+requirements for a well below 2°C global 
+warming scenario and are consistent with 
+the Paris Agreement.
+ – 10% improvement in the Group’s 
+energy intensity between 2019  
+and 2025
+ – 20% reduction in CO2e emission 
+intensity normalised per metric 
+tonne of product packed for 
+shipment (Scope 1 and Scope 2)  
+by 2025 (vs 2019 baseline)
+ – 100% carbon-free electricity by 2030
+ – A reduction in total Scope 1 and 
+Scope 2 CO2e emission intensity  
+of 50% by 2035 (vs 2019 baseline) 
+ – Zero Scope 1 and Scope 2  
+emissions by 2050
+We aim to achieve our decarbonisation 
+goals without the use of any carbon offsets 
+(or only to address residual emissions). 
+The Group Energy CO2e emissions 
+reduction targets have been cascaded  
+to all Business Units, which have built 
+action plans accordingly. Portions of the 
+Group Executive Committee’s Long-Term 
+Incentive Plan and senior management 
+annual variable compensation are linked 
+to the achievement of CO2e emissions 
+reduction targets.
+Our plan 
+Our roadmap to net zero is based on  
+five key areas of focus:
+1    Modernising and upgrading installed 
+equipment to reduce our energy 
+consumption 
+2    Investing to renew equipment to the best 
+available technologies and converting 
+to less CO2e intensive energy sources 
+3    When possible, replacing high CO2e 
+emission electricity (generated from 
+coal or natural gas) with greener 
+electricity or other sources of energy 
+4    Reducing our energy wastage, 
+recovering heat to feed processes  
+and hot water 
+5    Generating clean energy 
+Assumptions and sensitivities
+Some significant assumptions underpin 
+our net zero plan, including:
+ – The availability of the necessary 
+technologies, at an affordable level and 
+at a scale appropriate for our industry, 
+especially for the firing of refractory 
+ceramics and carbon capture
+ – The development of additional 
+production capacity and distribution 
+infrastructure for renewable energy and 
+hydrogen, and their cost competitiveness
+ – Adequate policy support to foster 
+innovation and ensure the cost of CO2 
+emissions will increase the attractiveness 
+of carbon-free processes
+ – No significant change to our business 
+model and product portfolio
+The achievement of our CO2e emissions 
+targets will also be sensitive to:
+ – The growth of revenue, organically,  
+and from acquisitions, and divestitures
+ – Product mix evolution (especially driven 
+by dolime volume, which is the most CO2 
+intensive product line)
+ – Macroeconomic conditions and the 
+capex cycle impacting plant loading 
+(and thereby the energy efficiency of 
+continuous processes)
+1. Re-baselined using pre-acquisition data for the 
+business acquired from Universal Refractories,  
+and BMC from 2019 onwards.
+Scope 2 electricity
+Reach net zeroScope 1 + Scope 2 
+CO2e emissions1
+Reduce the 
+intensity by 20% 
+from the 2019 
+baseline
+Reduce the 
+intensity by 50% 
+from the 2019 
+baseline
+Short term Medium term Long term2025 2035 2050
+Convert to 100% carbon-free 
+sources
+2019
+2030
+Our journey to net zero
+47Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_5.txt
new file mode 100644
index 0000000000000000000000000000000000000000..73504ede70c2b764e2e85fadf738777060cabc2c
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_5.txt
@@ -0,0 +1,26 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
+The secret object #3 is a "plate".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_50.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_50.txt
new file mode 100644
index 0000000000000000000000000000000000000000..329c6050a75476e99d23e51164879aa8f0132011
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_50.txt
@@ -0,0 +1,135 @@
+Tackling climate change continued
+The Group supports the transition towards 
+renewable energy sources and cleaner 
+carbon-free technology when possible.  
+Our energy strategy includes an ongoing effort 
+to convert to carbon-free electricity contracts 
+whenever practical and economically 
+manageable, investment in solar panels, and 
+the conversion of processes to electricity as 
+soon as the technology is cost-effective.
+In 2023, nine sites converted to carbon-free 
+electricity contracts, taking the total number  
+to 45, representing 74% of our manufacturing 
+sites and R&D centres of excellence. 
+In 2023, 71% of the grid electricity consumed  
+in our sites was generated from renewable 
+sources, and 75% using processes that did  
+not emit CO2e (renewable and nuclear).
+In 2023, two of our plants became  
+carbon-free and capital expenditure projects  
+for solar panels with a value of £0.9m were 
+approved. Nine sites are equipped with 
+photovoltaic solar panels and 20 sites are 
+investigating solar panel projects. 
+Our Progress – Key Group initiatives  
+for energy conservation and for 
+increasing energy efficiency 
+Since 2019, we have undertaken a number 
+of major projects to significantly reduce 
+the Scope 1 CO2e emissions of the Group  
+by addressing some of its most CO2e 
+intensive installations. 
+We closed the Skawina brick plant, 
+eliminated dirty coke oven gas as a fuel  
+in Wuhan, replacing it with a new natural 
+gas-fired tunnel kiln, transferred the Tyler 
+plant activity to Monterrey, and replaced 
+the burner system of the Olifantsfontein 
+rotary kiln. We also took advantage of the 
+closure of our Chinese plant at Kuatang 
+and the relocation of its activity to replace 
+all drying ovens and kilns with new ones, 
+with an energy efficiency improvement 
+target of 20%.
+In 2022, the Board approved major 
+capacity expansion capital expenditure 
+projects totalling more than £20m. 
+Available technologies and their impacts 
+in terms of energy efficiency and CO2e 
+emissions were systematically considered 
+for these projects, and the most efficient 
+technologies for the purpose selected. 
+We include an environmental impact analysis 
+in the evaluation of each of our capital 
+expenditure projects as these are the key 
+decisions that drive long-term future 
+sustainability performance, and CO2  
+emissions in particular. 
+An internal price for CO2 emissions (Scope 1 
+and Scope 2) is included in the calculation  
+of payback for all investments reaching the 
+threshold for approval by the BU Presidents  
+or Chief Executive.
+Vesuvius views this shadow pricing mechanism 
+as a key tool to ensure that the environmental 
+impact of long-term investment decisions is 
+understood. It seeks to ensure that the best 
+available technology is adopted, even in 
+locations where no external cost for carbon  
+is in place or foreseen. 
+The internal price of CO2 was introduced  
+in 2020. It is reviewed annually by the 
+Sustainability Council and is applicable  
+across all Business Units in all regions. 
+The price is adjusted, taking into consideration 
+both the previous year’s price and the evolution 
+of the European Union Emissions Trading 
+System (EU-ETS) carbon pricing. In 2020,  
+it was initially set at €30 per tonne of CO2.  
+It was raised to €90 per tonne in 2021.  
+The Sustainability Council decided to  
+maintain the internal price of CO2 emissions  
+at €90 per tonne of CO2 for 2023. 
+All Vesuvius plants have targets to reduce 
+energy intensity. We have implemented  
+a structured approach across the Company.  
+We collect and analyse data from the sites, 
+identify gaps and opportunities and eventually 
+target our engineering projects. We select the 
+processes and sites that are the most energy 
+intensive or have the greatest impact, and 
+coordinate the projects centrally. We also 
+share best practices across locations. For 
+example, in one of the most energy-consuming 
+sites, we will improve our process by installing 
+additional nozzles in the spray towers,  
+building on the experience from another 
+Vesuvius site. Many additional initiatives  
+are managed locally.
+In 2023, we strengthened the resources 
+available to oversee our energy efficiency 
+improvement programmes across all locations. 
+We rolled out plans to install meters on all 
+energy-intensive equipment (32 sites are fully 
+equipped) and undertook comparison studies 
+across locations. 
+We are encouraging sites to carry out energy 
+audits and pursue ISO 50001 certification.  
+13 sites carried out energy audits in 2023,  
+and more than 30 have planned audits in  
+2024 and 2025. One site has already obtained 
+ISO 50001 certification. This combination of 
+initiatives allows us to better identify and 
+analyse opportunities and target investments 
+on projects with the largest impact.
+More than 4,400 employees have received 
+training on energy conservation and 
+greenhouse gas emissions reduction.
+In 2023, as a result of thermal processes 
+optimisation and the installation of retrofit 
+solutions, we have reduced energy 
+consumption per year by around 11 GWh and 
+CO2e emissions by 2,720 tonnes versus 2022.
+New capital expenditure worth c.£6m, 
+dedicated to 123 projects with energy 
+efficiency and CO2 emissions reduction as  
+one of their prime objectives, were approved  
+in 2023. 
+1 Carbon-free energy sources
+2 Capital commitments and internal CO2 pricing
+3 Improving our energy efficiency
+Progress in 2023
+Vesuvius plc Annual Report and Financial Statements 202348
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret tool is "scissors".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_6.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_6.txt
new file mode 100644
index 0000000000000000000000000000000000000000..637d8431740509cd0a894dacff944ed68c2d5a5e
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_6.txt
@@ -0,0 +1,10 @@
+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_7.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_7.txt
new file mode 100644
index 0000000000000000000000000000000000000000..90e85c1e2c9f4761acf03d8a71dc7c2a1bd84e05
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_7.txt
@@ -0,0 +1,55 @@
+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
+The secret object #5 is a "candle".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_8.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_8.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a74ab66713c1269ac13dae84460ce9733a01076a
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_8.txt
@@ -0,0 +1,11 @@
+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
diff --git a/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_9.txt
new file mode 100644
index 0000000000000000000000000000000000000000..66d77eee1c766ec670c07f06366bc0b38f7fd75f
--- /dev/null
+++ b/Vesuvius/Vesuvius_50Pages/Text_TextNeedles/Vesuvius_50Pages_TextNeedles_page_9.txt
@@ -0,0 +1,39 @@
+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other
diff --git a/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_1.txt b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_1.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3033e1211bc9914ac4d117e8aad0c3edfd174c5e
--- /dev/null
+++ b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_1.txt
@@ -0,0 +1,8 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
+The secret fruit is a "grape".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_2.txt b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_2.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a865e774157f755a5fef40323ca477381d04611
--- /dev/null
+++ b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_2.txt
@@ -0,0 +1,80 @@
+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
+The secret flower is "lavender".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..70fa20a3aacb29c66d63abe5721d8a0a15414778
--- /dev/null
+++ b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret drink is "milk".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..f22af2ddff044bdb178108219fde60ee3de3c808
--- /dev/null
+++ b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_4.txt
@@ -0,0 +1,14 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
+The secret transportation is an "airplane".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..43caa460d1d51d5b03d6b81ddada96406051cb80
--- /dev/null
+++ b/Vesuvius/Vesuvius_5Pages/Text_TextNeedles/Vesuvius_5Pages_TextNeedles_page_5.txt
@@ -0,0 +1,26 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
+The secret currency is a "rupee".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..0d3d1fd40e6c25d38295708840eb0f9848e4a276
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_1.txt
@@ -0,0 +1,7 @@
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm © 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+AR2023
+Focusing on technology
+Creating value for our customers
+Annual Report  
+2023
+Vesuvius plc Annual Report 2023
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index 0000000000000000000000000000000000000000..d54d390d149128e1c998295fe2d933368a2f27c9
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+Vesuvius plc Annual Report and Financial Statements 202308
+R&D centres of excellence
+Production sites
+At a glance continued
+Our global presence positions  
+us well to take advantage of 
+developing steel and foundry  
+market dynamics
+6
+Continents
+40
+Countries
+68
+Sales offices
+6
+R&D centres 
+of excellence
+55
+Production 
+sites
+Our local manufacturing, local expertise and global knowledge 
+of steel manufacturing processes gives us a special relationship 
+with our customers.
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+09Strategic report  Governance  Financial statements
+Breakdown by region
+Americas 
+3,295 employees
+EMEA 
+4,209 employees
+Asia-Pacific 
+3,872 employees
+20% Foundry
+80% Steel
+£695m
+Revenue
+32% Foundry
+68% Steel
+£670m
+Revenue
+32% Foundry
+68% Steel
+£566m
+Revenue
+The secret object #5 is a "candle".
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+Vesuvius plc Annual Report and Financial Statements 202310
+Our market environment: positive growth trends
+Steel manufacturing is our principal market, and demand  
+for steel is growing due to population expansion in emerging 
+markets and infrastructure investment globally
+Steel is principally used for 
+construction, infrastructure, 
+automotive manufacture 
+and domestic goods.
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+We have global exposure 
+with under half our revenue 
+generated from the mature 
+markets of North America 
+and Europe. We have  
+a strong and growing 
+position in India and other 
+emerging markets. 
+China represents only 9% of our revenue 
+due to our focus on steel manufactured 
+using high-tech processes, but we are  
+well placed to respond to an expected 
+growth in high-tech steel in China in the 
+coming years.
+Amount of steel used in the world in 2023
+52%
+12%
+10%
+16%
+5%
+3% 2%
+1,888 
+million tonnes
+Buildings and
+infrastructure 
+Domestic appliances
+Automotive
+Mechanical equipment
+Other transport
+Metal products
+Electrical equipment
+Our global exposure
+21%
+11%
+9%
+28%
+12%
+8%
+11%
+US and Canada
+Latin America
+EU27 and UK
+India
+China
+Other EEMEA
+Other Asia-Pacific
+Source: World Steel Association.
+Source: Company analysis.
+Steel is the world’s most important engineering and construction material
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+11Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Positive growth in steel markets 
+outside China
+We believe steel markets are now at an 
+inflection point. Over the past ten years most 
+of the growth of the steel market has been 
+concentrated in China where Vesuvius 
+realises only around 10% of its sales. 
+We believe the market dynamics of the 
+next ten years will be very different,  
+due to the fast development of India and,  
+to a lesser extent, of South East Asia, 
+Middle East, Africa and Latin America.
+The decarbonisation of western economies, 
+which will require very significant 
+incremental amounts of steel, will also 
+support steel consumption in the world 
+outside China. The Inflation Reduction Act 
+in the US could increase annual US steel 
+consumption by close to 5%.
+Based on estimates from the World  
+Steel Association and Laplace Conseil,  
+we believe that steel production outside 
+China will increase by at least 200 million 
+tonnes, or around 25%, over the next ten 
+years, half of it in India. This estimate  
+may be conservative with ArcelorMittal 
+estimating demand for an additional  
+300 million tonnes of steel (outside China) 
+over the next ten years.
+Vesuvius’ recent production capacity 
+expansions in India, Eastern Europe  
+and Mexico will position the Group  
+well to benefit from these changes  
+in the steel market. 
+High-tech steel is expected to  
+grow faster than the market
+Our Flow Control Business Unit will also 
+benefit from the progressive evolution  
+of the steel sector, not only in China but 
+worldwide, towards more technology 
+intensive types of steel, either because  
+this steel is being produced through 
+sophisticated processes like thin slab 
+casting or because it is destined for highly 
+demanding end-markets like automotive, 
+engineering or energy.
+It is estimated that the ‘high-technology’ 
+steel sector, representing around 34% of 
+the steel market today, could represent 
+around 43% of the global steel market  
+in ten years’ time. Flow Control already 
+realises 58% of its sales in this fastest 
+growing part of the steel market.
+2032e20222012
+China
+RoW
+~90% 
+Vesuvius 
+sales
+~10% 
+Vesuvius 
+sales
+EU + TK
+CIS
+USMCA
+JKANZ
+India
+Expected evolution of global steel production
+(2012–2032e), million tonnes                               
+1,563
+1,885
+1,975
+2032e20222012
+India
+Middle East
+South East Asia
+LATAM
+Africa
+Expected growth in steel production in emerging markets
+(2012–2032e), million tonnes                            
+190
+306
+518
+203220222018
+Commodity steel
+High-tech steel
+High-technology steel production evolution, million tonnes %                               
+1,828 1,885 1,975
+Actuals Forecast
+32%
++2.7%
++0.8%
++0.5%68%
+34%
+66%
+43%
+57%
++2.2%
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil  
+(analysis conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD & other 
+international associates, company data and announcements).
+Source: World Steel Association (Yearbook 2022 published March 2023) and Laplace Conseil (analysis 
+conducted in October 2023, including inputs from World Bank, IMF, IEA, OECD Global Energy Monitor 
+(Steel plant tracked March 2023) and other international associates, company data and announcements).
+Developments in steel markets 
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+Vesuvius plc Annual Report and Financial Statements 202312
+Our market environment: positive growth trends continued
+The Foundry Division serves a wide range of growing 
+end-markets including, machinery and general engineering, 
+mining, agriculture and infrastructure
+End uses of foundry castings
+Foundry sales to end-markets
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Products manufactured  
+by the foundry casting 
+market – made up of iron 
+casting, steel casting  
+and non-ferrous casting –  
+are used across all 
+engineering sectors.
+Foundry end-markets  
+are expected to grow
+More than three-quarters of the Foundry 
+Division’s sales are to markets that are 
+forecast to see c.2% growth in average 
+volumes per year over the next ten years. 
+Due to the gradual electrification of 
+vehicles, the light vehicle market, which 
+currently represents only 23% of the 
+Foundry Division’s sales, is expected  
+to remain stable. 
+The Foundry Division’s R&D strategy is 
+focused on developing new technological 
+products to accelerate its penetration of the 
+growing aluminium casting sector for the 
+automotive market, which is positively 
+impacted by the electrification of vehicles, 
+which we believe will enable the Division to 
+continue to grow in the light vehicle sector. 
+Foundry Sales
+(2023) Example cast parts
+Light vehicles 22%  – Engine components and exhaust systems (ICEs and hybrids)
+ – Electric engine components (hybrids and EVs)
+Mining and 
+construction
+18%  – Mining vehicle components and mining machinery
+ – Structural support in infrastructure
+ – Functional elements in construction , e.g. roofing, stairs,  
+doors and window frames
+Medium and 
+heavy vehicles
+13%  – Suspension, chassis and brake components
+Railways  
+and Marine
+5%  – Wheels, axles, frames and chassis for trains
+ – Hulls, decks, propellers, anchor and chains for ships
+ – Engine components
+Power 
+generation
+5%  – Wind turbines – materials in tower structure, gearbox housing
+ – Structural and rotating components
+General 
+engineering/
+other
+37%  – Agricultural components, including cultivating  
+and harvesting equipment
+ – Structural components for industrial machines
+ – Rotating components – gears and shafts used in machinery
+77%
+23%
+Mitigation
+Accelerated 
+penetration of
+non-ferrous castings
+for automotive with
+new technological
+products
+23% of Vesuvius Foundry
+sales are in markets 
+with flat volume growth 
+(due to electrification)
+77% of Vesuvius Foundry
+sales are in markets with 
+forecast positive volume 
+growth of 2% CAGR
+Growth markets
+The secret drink is "milk".
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+13Strategic report  Governance  Financial statements
+Foundry’s customers
+The Foundry market is highly fragmented 
+with three main customer segments.  
+The Foundry Division has more  
+than 3,000 customers with no one 
+customer representing more than  
+3% of Foundry’s revenue.
+Vesuvius segmentation and commentary
+Typically light vehicle  
+and truck tier 2 suppliers  
+who produce a small range of 
+castings for various end users
+Small accounts with  
+one-off production runs, 
+active across all sectors
+End-markets
+Mainly consists of 
+mining, agriculture and 
+light vehicle foundries
+The captive
+ – Controlled by OEMs, who 
+produce in-house where 
+there is a technological  
+edge vs. outsourcing
+(20%) 
+2023 sales
+(53%) 
+2023 sales
+(27%) 
+2023 sales
+The specialist
+ – Focused on a limited 
+number of markets 
+(mining, automotive, 
+windmill)
+The jobbing
+ – Produce a range  
+of products on request 
+ – Process and artisanal 
+capabilities
+Large run/series  
+(>1,000pcs/yr even up to >100kpcs/yr in Automotive)
+Small runs/series 
+(5- 100spcs/yr)
+© 2019 Friend Studio Ltd  File name: MarketXEnvironment_v81  Modification Date: 18 March 2024 5:18 pm
+Foundry’s Global exposure
+Ferrous sales in developed markets 
+represent the core of the Foundry  
+Division’s business. We are witnessing  
+the transition of ferrous casting activity 
+from Western Europe towards emerging 
+markets. We expect this strong growth  
+to continue and we are focused on 
+expanding our business in these 
+developing markets. We are well 
+positioned to respond to this transition 
+from our network of existing 
+manufacturing facilities.
+Our global exposure
+10%
+35%
+8%
+17%
+9%
+9%
+12%
+North Asia
+India
+China
+North America
+South America
+EU & UK
+ 
+Other
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+Vesuvius plc Annual Report and Financial Statements 202314
+Our value proposition 
+Having joined the Board over a year ago,  
+it is clear to me that our performance in 
+2023 is a direct result of the value that 
+Vesuvius is able to provide to its customers. 
+We outlined our strategy for continuing 
+this partnership in our Capital Markets 
+Day in November. The foundation of our 
+business model is our R&D strategy, 
+generating the new, high-technology 
+consumables that deliver value to our  
+Steel and Foundry customers, support  
+our superior pricing capability and enable  
+us to achieve market share gains.  
+Through our solutions-driven offering,  
+our customers can drive efficiency and 
+productivity improvements in their 
+processes, and make their operations 
+safer and more sustainable. Our 
+proprietary refractory solutions have  
+set industry benchmarks, enabling our 
+customers to produce cleaner, stronger, 
+and higher quality steel and castings.
+Our relentless focus on improving safety 
+standards is central to Vesuvius, and  
+we continue to invest in developing 
+cutting-edge technology to minimise  
+risks both for our own employees in our 
+operations as well as our customers’ 
+employees in theirs. Our innovative focus 
+on using robots to automate elements  
+of the steel-making process which were 
+previously done manually, minimises the 
+need for our customers’ employees to 
+operate in hazardous environments.
+Our commitment to support customers in 
+their mission to improve product quality is 
+a fundamental part of our solutions driven 
+approach. Alongside this, we maintain  
+a critical focus on the quality of our own 
+products and our own operations. This 
+underpins the reliability that our customers 
+demand of us, as they use our products in 
+critical and demanding processes, where 
+quality cannot be compromised. 2023 has 
+seen a renewed focus within Vesuvius on 
+continuing to strengthen the quality  
+of our solutions and consumables.
+Chairman’s statement
+Our technological leadership  
+continues to deliver innovative solutions 
+and underpins our confidence in  
+the future.”
+Dear Shareholders,
+2023 was a year of successes for Vesuvius 
+despite facing a number of global 
+challenges. Against a backdrop of 
+continuing macroeconomic uncertainty, 
+we delivered a strong performance and 
+emerged from 2023 having reinforced our 
+technology-based strategy for continued 
+growth. This performance was in large 
+part due to the decisive actions of the 
+Group’s management team and senior 
+leadership, as well as the hard work  
+and commitment from our employees 
+across the globe. 
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+Carl-Peter Forster  
+Chairman
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+15Strategic report  Governance  Financial statements
+People
+The strategic progress and financial 
+performance we delivered in 2023  
+is founded on the dedication and 
+professionalism of our employees across 
+the Group. The level of technological 
+innovation we generate could not happen 
+without our exceptional teams of R&D 
+professionals and industry experts,  
+nor could we maintain the depth of  
+our customer relationships without the 
+contribution of our operations, sales  
+and procurement teams. People  
+are at the heart of Vesuvius, and we 
+continue to focus on how we can  
+invest in our teams to deliver our 
+commercial ambitions. 
+Members of the Board had a busy year  
+in 2023, visiting sites in Brazil, China, 
+Germany, India, the Netherlands and the 
+United States. It is during these visits that 
+the Directors can speak first-hand with  
+our people, hold ‘town hall’ meetings, listen 
+to their questions and feedback, and take 
+the temperature of the organisation.  
+The optimism I had about the quality of  
+the staff across Vesuvius has been borne 
+out in my first year as Chairman, as I have 
+travelled to sites and had the opportunity 
+to hear the views and opinions of our 
+excellent teams around the globe. 
+Safety
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. Only the highest levels of safety 
+performance can be accepted, and we  
+are proud of the steps we have taken  
+over the years to ensure safety is at the 
+core of everything we do. Although we  
+are pleased that the Lost Time Injury 
+Frequency Rate reduced significantly this 
+year, we are aware that there is more work 
+to be done, particularly in relation to the 
+management of contractors, where we 
+had two serious injuries on our sites in 2023. 
+Progress on our  
+Sustainability objectives
+The Group has set clear internal 
+operational targets around sustainability 
+performance, particularly in relation to our 
+CO2 emissions and energy consumption. 
+We continue to make good progress in  
+the reduction of our carbon footprint and 
+are proud that our latest Sustainalytics 
+score was upgraded for the third year  
+in a row, putting the Group in the top  
+quintile versus our peers. 
+We have continued to focus on developing 
+products across our portfolio which deliver 
+improved environmental performance, 
+and play a key role in the value that we 
+create for our customers. In my site visits 
+around the business I have seen how  
+our people are engaged in delivering  
+on our global sustainability objectives, 
+together with focusing on local initiatives 
+that benefit the communities in which  
+they work. 
+We continue to make steady progress 
+towards reaching our target of a net zero 
+carbon footprint by 2050 at the latest. 
+Achieving this ambition will require capital 
+investment, and the development and 
+adoption of new production technologies. 
+However, we have clear priorities, targets 
+and milestones identified as we progress 
+on this journey and are dedicated to 
+achieving this important goal.
+The Board and governance 
+In 2023, we had a number of changes  
+to the Board. We welcomed Carla Bailo, 
+Mark Collis and Robert MacLeod and  
+saw Jane Hinkley and Guy Young leave  
+the Board. 
+Having served nine years on the Board, 
+Douglas Hurt, Senior Independent 
+Director, will be stepping down at this 
+year’s AGM, and we are pleased that  
+Eva Lindqvist has agreed to join the Board 
+as our new Senior Independent Director. 
+She will be standing for election at the 
+AGM. Eva is an engineer with more than  
+35 years’ experience in global industrial 
+and service businesses, and I know she will 
+be a valuable addition to the Board. 
+On behalf of the Board, I would like to 
+thank Douglas Hurt for his dedicated 
+service, wise counsel and exceptional 
+support over the years.
+As in previous years, the Board conducted 
+an evaluation of its performance in 2023, 
+full details of which are set out in the 
+Nomination Committee report. This 
+process has again enabled us to reflect 
+positively on the Board’s role in adding 
+value to the business as it pursues its 
+strategic and operational objectives. 
+Dividend 
+The Vesuvius dividend policy aims to 
+deliver long-term dividend growth,  
+via a progressive dividend, provided this  
+is supported by cash flow and underlying 
+earnings, and is justified in the context of 
+our capital expenditure requirements  
+and the prevailing market outlook.
+The Board has recommended a final 
+dividend of 16.2 pence, bringing the total 
+dividend for the year to 23.0 pence per 
+share, which is a 3.4% year-on-year 
+increase on the total dividend for 2022  
+of 22.25 pence per share. This represents  
+a dividend cover of 2.0x compared  
+to adjusted EPS for 2023. 
+If approved at the Annual General 
+Meeting, this final dividend will be paid  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. 
+On 4 December 2023, we launched  
+a share buyback of up to £50m, which  
+is expected to take 9–12 months to 
+complete. This is part of our commitment 
+to return cash to shareholders where it  
+is not required for additional investment, 
+while maintaining a strong and prudent 
+balance sheet. During 2023, shares with  
+a value of £3.1m were acquired (at an 
+average price of 464 pence per share)  
+and cancelled by the Company.
+Annual General Meeting 
+The Annual General Meeting will  
+be held on 15 May 2024. The Notice  
+of Meeting and explanatory notes 
+containing details of the resolutions to  
+be put to the meeting accompany this 
+Annual Report and are available on  
+our website: www.vesuvius.com. 
+Looking ahead 
+Vesuvius has a clear strategy for growth 
+and is well placed to deliver superior 
+returns to our shareholders. In the months 
+and years ahead, we will focus on 
+delivering our strategic ambitions.  
+We will continue to prioritise safety, drive 
+innovation through our dedicated R&D 
+capabilities, and deliver market-leading, 
+technologically advanced products and 
+solutions. We will drive efficiency in our 
+operations and maintain a robust financial 
+framework to support investment in  
+the business, and where appropriate, 
+acquisitions. The year ahead will no doubt 
+present challenges, but I am confident we 
+have the people, products and expertise to 
+navigate these, and continue on our path 
+of creating value for shareholders and 
+delivering long-term sustainable growth. 
+On behalf of the Board, I would like to 
+thank our shareholders, employees and 
+customers for their continued support,  
+and I look forward to reporting on  
+further successes in the coming year.
+Carl-Peter Forster 
+Chairman  
+28 February 2024
+© 2019 Friend Studio Ltd  File name: Chairman_sXStatement_v57  Modification Date: 13 March 2024 6:38 pm
+The secret transportation is an "airplane".
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@@ -0,0 +1,71 @@
+Vesuvius plc Annual Report and Financial Statements 202316
+Our performance in 2023
+In 2023, we delivered very resilient results 
+and profitability despite a difficult market 
+environment, and we continued to make 
+good progress in the implementation  
+of our strategic top line and profitability 
+growth initiatives.
+Our steel markets, after some limited 
+improvement during H1 2023  
+from the very low level of H2 2022, 
+weakened again during H2 2023.  
+This was particularly pronounced in 
+Europe (EU+UK) where steel production 
+declined 7.3% in 2023 as compared with 
+the previous year, 5% below the worst year 
+of the pandemic in 2020. Steel markets 
+were also particularly difficult in South 
+America, where production declined 5.8% 
+as compared with the previous year. India 
+was, in 2023, for the second year in a row, 
+the only major region in the world to exhibit 
+a strong growth of 11.8%. Steel production 
+in China was stable, but Chinese net steel 
+exports increased very significantly  
+during the year, putting pressure on all 
+steel producers outside China, with the 
+exception of those in the US who were 
+insulated by efficient trade protections. 
+Overall, steel production in the world 
+excluding China, Russia, Iran and Ukraine 
+declined by 0.7% in 2023, after a decline  
+of 3.9% in 2022.
+Our foundry markets, with the exception  
+of India, also remained weak in 2023, 
+particularly in Europe (specifically in and 
+around Germany), in China and in South 
+America. Weakness in non-automotive 
+sectors more than offset a limited recovery 
+in the automotive sector. Destocking of the 
+excess casting inventories accumulated 
+during the pandemic also had a negative 
+impact on our end-markets. 
+Resilient results despite a challenging 
+trading environment. Top line and 
+profitability growth initiatives fully on track.” 
+Chief Executive’s strategic review
+Our ambitions
+In November 2023, we presented our 
+strategy and medium-term targets to 
+investors at our Capital Markets Event.  
+We highlighted favourable medium-term 
+trends in our end-markets, and, through 
+our market-leading investment in research 
+and development, demonstrated our 
+ability to gain market share while  
+pricing for the value we generate for our 
+customers. We also set out a cost reduction 
+programme to achieve £30m of annually 
+recurring cost savings in 2026. This 
+programme will cover all our activities 
+worldwide and will focus on operational 
+improvement, lean initiatives, automation 
+and digitalisation as well as further 
+optimisation of our manufacturing 
+footprint. We remain very optimistic  
+about the future of Vesuvius, with 
+ambitious plans for the next three years.
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+Patrick André
+Chief Executive 
\ No newline at end of file
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+17Strategic report  Governance  Financial statements
+Our capital allocation priorities
+Organic investment
+ – Consistent and targeted R&D expenditure 
+of c.2% of revenue per annum
+ – Capex expected to return to sustaining 
+levels in 2025
+Shareholder returns 
+ – Long-term dividend growth  
+via a progressive dividend
+ – Focus on maintaining a prudent balance 
+sheet (c.1.0-2.0x net debt/EBITDA)
+ – Surplus capital available for  
+additional shareholder returns
+Inorganic investment 
+ – Highly selective acquisition filter, with 
+strategic factors focused on geographic  
+or technology complementarity
+ – Very stringent financial hurdles  
+for investment
+Positive medium-term market dynamics
+Achieve a Return on Sales of  
+at least 12.5%, by 2026
+Generate strong and recurring 
+free cash flow of at least   
+£400m between 2024 and 2026
+Achieve £30m of annually 
+recurring costs savings by  
+the end of 2026
+There are positive growth trends in both the steel and foundry 
+markets. A positive inflection in the volume growth of the steel market 
+outside China is widely expected and this will change the trend  
+seen over the past 10–15 years of market decline outside China. 
+This change is evidenced by new investment in steel plant capacity 
+by the world’s major steel makers. While the near-term outlook 
+can sometimes be uncertain, we expect to have a tailwind of 
+growing markets in the medium term.
+We will focus on leveraging our technological differentiation  
+to outperform growing end-markets.
+The core of our strategy is creating technologically differentiated 
+products and solutions through market-leading R&D investment, 
+and then commercialising this benefit. 
+This is validated by the success we have achieved to date.  
+Revenue from our Steel business grew 30% in the five years 
+between 2017 and 2022 despite our addressable market 
+decreasing by 18% over the same period.
+This will be delivered through revenue 
+growth supported by market share gains 
+and pricing improvements from our 
+differentiated products, plus a further  
+cost saving programme to deliver £30m  
+of savings in 2026, driven by the benefits  
+of automation and digitalisation.
+This is possible due to our asset-light 
+business model, our disciplined 
+approach to capital investment and  
+a focus on optimising working capital. 
+The resulting cash generated will be 
+returned to shareholders unless required 
+for acquisitions, which we undertake on  
+a highly selective basis.
+This programme will cover all our 
+activities worldwide and will focus  
+on operational improvement, lean 
+initiatives, automation and digitalisation 
+as well as further optimisation of  
+our manufacturing footprint.
+Background
+1 2 3
+We aim to: 
+Our Strategic Targets
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
+The secret animal #4 is a "horse".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: Cover_XIFC_XP1_v62  Modification Date: 18 March 2024 8:11 pm
+Contents
+We think beyond today’s 
+solutions and shape the  
+future through innovation.
+Strategic Report
+IFC Our purpose
+02 At a glance
+10 Our market environment 
+14 Chairman’s statement
+16 Chief Executive’s strategic review
+19 Our investment proposition
+20 Our business model
+22 Our drivers for profitable growth
+24 Operating review
+24  Steel Division
+25   Steel Flow Control
+26   Steel Advanced Refractories
+26   Steel Sensors & Probes
+27  Foundry Division
+28 Financial Key Performance Indicators
+29 Financial review
+32 Non-financial and sustainability information 
+statement (Sustainability Report)
+32 Introduction
+34  Our sustainability strategy and objectives
+35 Non-Financial Key Performance 
+Indicators – Our sustainability targets
+36 TCFD Report
+39 Our planet
+56 Supporting our customers’ journey to net zero
+58 Our people 
+64 Our communities
+68 Our stakeholders and  
+Section 172(1) Statement 
+72 Risk, viability and going concern
+Governance
+80 Board of Directors
+82 Group Executive Committee
+83 Corporate Governance Statement 
+83 Chairman’s governance letter 
+84 Board Report 
+93 Audit Committee 
+102 Nomination Committee 
+108 Directors’ Remuneration Report
+108  Remuneration overview
+114  2023 Remuneration Policy 
+122   Annual Report on  
+Directors’ Remuneration
+136 Directors’ Report
+143 Statement of Directors’ Responsibilities
+144 Independent Auditors’ Report
+Financial Statements
+153 Group Income Statement
+154 Group Statement of  
+Comprehensive Income
+155 Group Statement of Cash Flows
+156 Group Balance Sheet
+157 Group Statement of Changes in Equity
+158 Notes to the Group Financial Statements
+211 Company Balance Sheet
+212 Company Statement of Changes in Equity
+213 Notes to the Company Financial Statements
+219 Five-Year Summary: Divisional Results 
+from Continuing Operations (unaudited)
+220 Shareholder Information (unaudited)
+222 Glossary
+Our purpose
+Vesuvius is a global leader in molten metal flow engineering and 
+technology, serving process industries operating in challenging  
+high-temperature conditions.
+We think beyond today to create the innovative solutions that will shape 
+the future, delivering products and services that help our customers  
+make their industrial processes safer, more efficient and more sustainable.
+In turn, we provide our employees with a safe workplace where they 
+are recognised, developed and properly rewarded, and aim to deliver 
+sustainable, profitable growth to provide our shareholders with  
+a superior return on their investment. 
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_20.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_20.txt
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+Vesuvius plc Annual Report and Financial Statements 202318
+Robust results and profitability thanks to 
+positive pricing performance in all Business 
+Units and market share gains in Flow Control 
+and Foundry
+Both the Steel and Foundry Divisions 
+achieved positive pricing performance  
+in 2023, sharing the value we create for  
+our customers through our technology  
+leading products and solutions and  
+fully compensating for increases in  
+our cost base from the continuing 
+inflationary environment.
+At the same time, both the Flow Control 
+and the Foundry Business Units continued 
+to gain market share in most regions,  
+with the exception of Europe (EU+UK)  
+for Flow Control where the Business Unit 
+was negatively impacted by destocking  
+at certain key customers and where we 
+applied strict credit limit rules limiting  
+our sales to customers at heightened  
+risk of insolvency.
+This ability to simultaneously improve 
+market share and prices in both  
+Flow Control and Foundry was again  
+made possible by the technological 
+differentiation of our products and 
+solutions, driven by our market-leading 
+investment in research and development.
+In the Advanced Refractories Business  
+Unit however, we lost market share in 2023, 
+particularly in Europe, as we gave priority 
+to pricing. 
+Thanks to this overall positive pricing 
+performance and to our market share  
+gains in Flow Control and Foundry, we 
+delivered resilient results in 2023 despite  
+the very challenging market environment. 
+Our revenue reached £1,930m (versus 
+£2,047m in 2022), our trading profit 
+reached £200m (versus £227m in 2022) 
+resulting in a return on sales of 10.4% 
+(versus 11.1% in 2022), demonstrating  
+again the positive impact of our cost 
+competitiveness and technology strategy. 
+Successful implementation of our growth 
+generating investment programme in  
+Flow Control and Asia 
+The growth-generating investment 
+programme we initiated in 2021 continues 
+apace and will support the progression  
+of our results and profitability in the years  
+to come. The expansion of our VISO, 
+slide-gate and mould flux production 
+capacity in Flow Control will be fully 
+operational by mid-2024 and will support 
+the Business Unit’s expansion in India, 
+South East Asia, EEMEA and North 
+America. In China, our new Foundry flux 
+production line is now fully operational and 
+will enable the Business Unit to accelerate its 
+penetration of the fast-growing aluminium 
+foundry market in the country. In Advanced 
+Refractories, the expansion of our basic 
+monolithics, AlSi monolithics and precast 
+capacity at our new flagship plant in 
+Vizag, India will be completed by the end 
+of 2024 and will support the profitable 
+growth of the Business Unit in India and 
+South East Asia. 
+Strong free cash flow generation 
+Thanks to our stringent cash management 
+discipline and positive progress in the 
+management of our trade working capital, 
+our cash conversion ratio reached 93%  
+in 2023. This enabled us to maintain a very 
+low debt leverage ratio of 0.9x, despite  
+our capital expenditure being temporarily 
+higher than the long-term average,  
+to increase our dividend and to launch  
+a £50m share buyback programme  
+at the end of 2023. 
+Our free cash flow generation is expected 
+to improve further from 2025, when our 
+strategic expansion programme will be 
+complete and capex should return to  
+a more normalised level.
+Continued progress in the productivity of  
+R&D and new product development
+We again increased our investment  
+in research and development in 2023, 
+spending £37.4m, an uplift of 3.7% over 
+2022 (on a constant currency basis).  
+This was fully expensed in our profit and 
+loss statement. Our two main focus areas 
+remain: innovation in materials science,  
+with an objective to continuously improve 
+the performance of our consumables;  
+and, the development of mechatronics 
+solutions to enable our customers to 
+substitute the operators who manipulate 
+our consumables, with robots and by 
+doing so improve the safety, reliability,  
+cost and quality performance.
+We successfully launched 21 new products 
+in 2023. Our New Product Sales ratio, 
+defined as the percentage of our sales 
+realised with products which didn’t exist 
+five years ago, reached 17.6%, up from 
+16.4% in 2022.
+Thanks to the continuous efforts we are 
+putting into R&D, we now have a full 
+pipeline of products under development 
+which will be progressively introduced to 
+the market over the next three years to 
+support our ambition to grow our top  
+line and profitability.
+Best ever safety performance
+We achieved our best ever safety results in 
+2023 with a Lost Time Incident Frequency 
+Rate of 0.6 vs 1.08 in 2022, which now 
+positions us amongst the ‘best in class’ 
+companies worldwide. This is the result of 
+many years of effort to integrate safety as 
+the number one priority in our company 
+culture. Our ultimate goal remains for  
+us to be a zero-accident company and  
+we will intensify our efforts to continue 
+progressing rapidly towards this objective.
+Our journey to net zero 
+In 2023, we continued to implement our 
+action plan to decarbonise our activities.  
+In particular, we reinforced our energy 
+savings initiatives and continued our 
+programme to switch our electricity 
+consumption worldwide to non-carbon 
+emitting sources. Thanks to these efforts, 
+we reduced our carbon intensity by  
+20.2% vs our 2019 reference year  
+(18.5% reduction in 2022), achieving  
+our 2025 objective two years ahead of 
+schedule and setting us on track to achieve 
+our next intermediate target of a 50% 
+reduction by 2035.
+Cyber update 
+On 6 February 2023, we announced that 
+we had suffered a major cyber security 
+incident. Thanks to the protective 
+measures the Group had implemented in 
+prior years, there was no disruption of 
+supply to customers, and the overall cost of 
+the incident was limited to £3.5m. We have 
+analysed the event in detail and derived 
+the necessary learnings. This has enabled 
+us to improve our protection further to help 
+minimise both the risk and severity of any 
+subsequent incidents.
+On track to achieve our mid-term 
+growth and profitability objectives
+Despite the short-term uncertainties in our 
+steel and foundry end-markets, we remain 
+confident in their mid- to long-term growth 
+potential, and in particular growth in the 
+steel market outside China, which should 
+be a tailwind for Vesuvius.
+The strength of our technology-based 
+business model should also enable us to 
+continue to simultaneously outperform  
+our underlying markets in Flow Control  
+and Foundry and maintain positive pricing 
+performance for all our Business Units in  
+the years to come. This, coupled with our 
+relentless drive to optimise our cost base,  
+as illustrated by the launch of our new cost 
+optimisation programme, positions us well 
+to achieve our objectives of a 12.5% return 
+on sales by 2026 and cash flow generation 
+of £400m over the next three years.
+Patrick André 
+Chief Executive 
+28 February 2024
+Chief Executive’s strategic review continued
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
\ No newline at end of file
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@@ -0,0 +1,40 @@
+19Strategic report  Governance  Financial statements
+Superior technology drives  
+financial outperformance 
+We expect to outperform underlying markets by on average 2% per annum, 
+using our technology leadership to gain market share, optimise pricing, and 
+share the value we generate for our customers. Refractories only represent  
+c.3% of the production costs of our customers.
+We have a strong sustainability strategy
+We aim to help customers reduce their environmental impact in addition  
+to delivering on our own challenging targets for safety, carbon intensity 
+reduction, gender diversity and other measures.
+Vesuvius has strong and recurring free cash flow
+Our business model delivers consistent cash flow due to our low capital intensity, 
+high level of recurring revenue, and the underpin of working capital discipline. 
+This cash flow will be available for further investment or return to shareholders.
+Investment proposition
+Principal  
+reasons to invest
+We offer a compelling 
+investment proposition 
+with exciting potential  
+for profit and  
+cash generation
+Vesuvius operates in growing markets
+We believe that the steel market is inflecting to growth in the world outside  
+China, where we earn more than 90% of our revenue. At the same time,  
+there is a global move toward technical steel products and consumption,  
+where our Flow Control sales are strongly weighted. Our Foundry markets  
+are also expected to grow.
+We have a global presence
+Our worldwide footprint, particularly in the world’s fastest growing markets, 
+enables us to deliver on safety, quality, sustainability and value across all of  
+the world’s steel-making and foundry casting regions.
+Vesuvius has a technology-based strategy 
+We spend c.2% of our annual revenue on R&D, allowing us to maintain strong 
+technological differentiation in our products. Our investment in R&D is measured 
+by our percentage of New Product Sales, and we aim to realise 20% of our  
+sales annually from products which didn’t exist five years ago.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: CEOX_XInvestXProp_v90  Modification Date: 18 March 2024 5:19 pm
\ No newline at end of file
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@@ -0,0 +1,60 @@
+Vesuvius plc Annual Report and Financial Statements 202320
+Our business model
+Positive growth trends in  
+steel and foundry markets
+Decentralised, entrepreneurial, 
+non-matrix organisation
+55
+55 production sites  
+on 6 continents
+6
+R&D centres  
+of excellence
+13,50 0
+people in our skilled and motivated workforce 
+Financial capital 
+We use the cash generated by our business to invest 
+in innovation, people, operating assets, technology 
+and sales to generate further growth
+Global supply network 
+We work closely with a wide range of suppliers to 
+establish reliable and well-developed sustainable 
+supply chains to secure high-quality raw materials 
+Technological leadership  
+and product differentiation 
+through investment in R&D 
+Our network of talented scientists and technicians 
+create differentiated products and solutions, 
+maintaining our technology leadership
+ Link to page 22
+Customer service
+Our customer intimacy and deep knowledge of 
+their processes and requirements give our engineers 
+an unparalleled ability to deliver on customer needs
+ Link to page 23
+Efficient operations
+Our continuous focus on improvements in our 
+manufacturing base, production processes and  
+IT and support functions maintains the efficiency  
+of our operations
+ Link to page 23
+Investment in growth regions
+Our global footprint enables us to capitalise  
+on shifting dynamics in the global steel market 
+ Link to page 23
+1
+2
+3
+4
+Courage Ownership
+Respect Energy
+Underpinned by  
+a strong sustainability strategy
+ 
+ Link to page 34
+Our markets What we are doing 
+Our resources
+Our Values
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret currency is a "rupee".
\ No newline at end of file
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@@ -0,0 +1,45 @@
+21Strategic report  Governance  Financial statements
+Outperform our  
+underlying markets by ~ 2%
+>12. 5%
+Return on sales in 2026
+£30m
+Recurring annual cost  
+savings by 2026
+£400m
+free cash flow between  
+2024 and 2026
+Return for investors 
+Optimised pricing and  
+market share gains driving 
+improved profitability
+Quality
+Optimised products  
+driving better steel,  
+and better castings
+Sustainability
+Less energy usage and fewer 
+CO2 emissions in our processes  
+and our customers’ processes
+Safety 
+Better environments and 
+outcomes for Vesuvius  
+staff and customers 
+Steel 
+Foundry
+ Link to page 6
+Flow Control 
+Sensors & Probes 
+Advanced Refractories
+ Link to page 4
+Rewarding careers
+We encourage and reward  
+high performance to create  
+an environment where all can  
+realise their individual potential
+Efficiency
+Cheaper casting and  
+steel through reduction  
+of input costs
+Creating value To achieve
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
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@@ -0,0 +1,94 @@
+Vesuvius plc Annual Report and Financial Statements 202322
+Our drivers for profitable growth
+We have four strategic pillars which will help us achieve 
+our financial targets. These are underpinned by our 
+universal focus on safety, our investment in our people 
+and our long-term sustainability strategy.
+Leading R&D will underpin Vesuvius’ 
+growth in the next five years.
+We have built up a global network  
+of expert scientists, engineers and 
+technicians, based across our six R&D 
+centres of excellence, who combine 
+product expertise with the provision  
+of specialist support to our customers. 
+Our strategy of continual investment  
+in R&D has resulted in a growing 
+proportion of our sales being 
+attributable to new products (those 
+launched in the past five years). This  
+is expected to exceed 20% by 2026.
+* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
+Technological leadership and product  
+differentiation through investment in R&D
+Optimised pricing and market share gains
+1
+Our strong technological leadership 
+enables us to deliver pricing 
+optimisation through a combination  
+of (1) passing-through cost fluctuations 
+and (2) value-sharing with customers. 
+The pass through of costs lowers  
+our exposure to fluctuations in  
+the raw material markets and  
+reduces earnings volatility.
+The trend towards more technically 
+advanced steel and castings  
+increases customers’ demands for  
+our differentiated products, providing 
+further opportunities for us to share  
+in the value that our solutions create. 
+Current product  
+portfolio and  
+profit analysis
+Audit customer’s process and 
+product portfolio to estimate  
+the current cost of ownership
+20% longer  
+product life
+Value creation to the 
+customer of >20%
+Agreed pricing on  
+a value-sharing basis
+Example: 
+Durasleeve* product 
+(new VISO piece)
+New product  
+performance  
+evaluation
+Develop and then trial  
+a new solution to maximise  
+value for the customer
+Value-based  
+pricing calculation
+Optimise pricing  
+based on superior  
+value creation
+c.250 scientists and technicians  
+across 18 nationalities
+Pittsburgh (US)
+Enschede (NL)
+Skawina (Poland)
+Suzhou  
+(China)
+Vizag (India)
+Ghlin (Belgium)
+R&D centres of excellence
+14
+18
+22
+23
+26
+16
+14
+11
+18
+>20
+New product sales ratio
+%
+2026 Target: >20%
+Definition: new product sales (products  
+launched in past five years) as a percentage  
+of total sales. Source: Company analysis.
+Why invest in Vesuvius? Strategic framework How we will achieve this
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
\ No newline at end of file
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@@ -0,0 +1,65 @@
+23Strategic report  Governance  Financial statements
+Our existing programme of growth 
+capital expenditure will be completed  
+in 2024, after which expenditure will 
+return to more normalised levels.
+In 2023, work continued on construction 
+of our new flux plant in Vizag, India  
+and on our new basic monolithics, 
+AISi-monolithics and precast 
+manufacturing plant on the same  
+site. These investments, together  
+with capacity expansions in other 
+manufacturing sites will serve future 
+growth in our key markets of India  
+and South East Asia.
+We provide on-site support to  
+our customers, with Flow Control  
+maintaining a continuous  
+presence at our customers’ sites.
+This level of intimacy, together with  
+our materials science, fluid and  
+computer modelling expertise,  
+enables us to provide high-quality,  
+tailored solutions to our customers.  
+These are supported where appropriate  
+by industry leading mechatronics,  
+to secure an ongoing revenue stream  
+from our consumable products.
+We have identified an incremental £30m 
+of annually recurring savings which we 
+intend to realise in the next three years. 
+The majority of these savings will  
+be achieved through our lean and 
+continuous improvement programmes, 
+and through the automation and 
+digitalisation of our manufacturing  
+and administrative processes.
+Support to above-market growth in Flow Control
+ – Expansion of VISO, slide-gate and flux capacity worldwide
+Lean and continuous improvement programmes
+Automation and digitisation of manufacturing  
+and administrative processes
+Further optimisation of manufacturing footprint
+Global expansion in India and South East Asia
+ – Investing in state-of-the-art  
+new capacity in the high-growth  
+Indian market
+ – Expanding capacity at existing Kolkata 
+site and developing new site in Vizag
+ – VISO capacity
+ – Flux plant
+ – Basic Mono, AISI Mono  
+and precast lines
+ – Foundry filters line
+ – Space for further investment
+c.25% benefit
+Customer service
+Efficient operations
+Investment in growth regions
+2
+3
+4
+c.75% benefit
+© 2019 Friend Studio Ltd  File name: BusinessXmodelXandXStrategy_v81  Modification Date: 18 March 2024 5:20 pm
+The secret office supply is an "envelope".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_26.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_26.txt
new file mode 100644
index 0000000000000000000000000000000000000000..27e66ba4798165e746ca3dcae467745f77243fe1
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_26.txt
@@ -0,0 +1,52 @@
+Vesuvius plc Annual Report and Financial Statements 202324
+Vesuvius’ Steel Division reported revenues 
+of £1,400.0m in 2023, a decrease of 3.7%, 
+reflecting positive revenue growth of 0.6% 
+in the Flow Control business despite the 
+difficult market conditions. This was due  
+to good pricing performance and market 
+share gains in most markets. Advanced 
+Refractories’ revenue declined 9.4% in 
+2023, due to the prioritisation of pricing 
+over volume in EMEA and the Americas, 
+more than offsetting market share gains  
+in Asia. 
+Revenue from Sensors & Probes was 
+broadly flat due to market share gains 
+offsetting market decline.
+Steel Division trading profit reduced by 
+9.6% to £147.6m, due to the negative drop 
+through impact of reduced volumes in  
+the Division, partially compensated by  
+a positive pricing performance enabling 
+the Division’s return on sales to contract 
+only 70bps to 10.5%. 
+  
+Steel Division 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Flow Control revenue 793.0 810.9 (2.2%) 0.6%
+Advanced Refractories revenue 567.9 645.3 (12.0%) (9.4%) 
+Sensors & Probes revenue 39.1 40.2 (2.8%) (0.6%)
+Total Steel Revenue 1,400.0 1,496.4 (6.4%) (3.7%)
+Total Steel Trading Profit 147.6 172.7 (14.6%) (9.6%)
+Total Steel Return on Sales 10.5% 11.5% -100bps -70bps
+Vesuvius comprises two 
+Divisions, Steel and Foundry. 
+The Steel Division operates 
+as three Business Units,  
+Flow Control, Advanced 
+Refractories and Sensors  
+& Probes.
+Changes described are versus 2022 on an 
+underlying basis, excluding the impact of FX,  
+unless otherwise noted. There were no acquisitions 
+or disposals in 2023 and hence no adjustments 
+were required.
+Steel Division
+Revenue 
+£1,400m
+Trading profit 
+£148m
+Operating review
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_27.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_27.txt
new file mode 100644
index 0000000000000000000000000000000000000000..22c482d7398535fc6ae9f3a04e6cbf4252721b90
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_27.txt
@@ -0,0 +1,64 @@
+25Strategic report  Governance  Financial statements
+21
+22
+23
+Revenue
+£m
+£793m
+649
+811
+793
+In 2023, revenue in the Group’s Flow 
+Control business increased by 0.6% 
+year-on-year to £793.0m, driven by  
+a strong pricing performance and  
+overall market share gains, offset by 
+market, destocking and customer-related 
+volume declines. 
+In EMEA, revenue declined 6.2% 
+compared to 2022, broadly in line with 
+declines in steel production (in EMEA 
+excluding Russia, Ukraine and Iran)  
+of 5%. This comprised an out-performance 
+in EEMEA (excluding Iran, Russia and 
+Ukraine) where the steel market was 
+broadly flat and where we gained market 
+share, offset by volume declines higher 
+than the steel market evolution in the 
+EU+UK reflecting a combination of  
+the weak market, destocking by our 
+European customers and voluntary 
+reduction of our sales to some  
+customers at risk of insolvency. 
+Flow Control Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 317.8 321.4 (1.1%) 1.3%
+Europe, Middle East and  
+Africa (EMEA) 252.7 275.4 (8.2%) (6.2%)
+Asia-Pacific 222.4 214.1 3.9% 8.7%
+Total Flow Control Revenue 793.0 810.9 (2.2%) 0.6%
+Pascal Genest
+President, Flow Control
+Flow Control
+In the Americas, our underlying revenue 
+grew 1.3% reflecting out-performance  
+of the market in the US (volumes +1.1% 
+against a market +0.2%) and in South 
+America (stable sales volumes versus  
+a declining market), and resilient pricing. 
+This good performance was partly offset 
+by challenges in Mexico, where a major 
+customer in which we had a very strong 
+market share ceased operations at the  
+end of 2022. 
+In Asia Pacific, revenue grew 8.7%, driven 
+by exceptionally strong sales volume 
+growth in both India and China, materially 
+exceeding market volume growth in these 
+two countries. We also outperformed the 
+market in South East Asia, with modest 
+volume growth versus market volume 
+declines of -6.5%. 
+ 
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_28.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_28.txt
new file mode 100644
index 0000000000000000000000000000000000000000..26f35aa74bfe7143ea7829e3e6e8b47a070b6121
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_28.txt
@@ -0,0 +1,71 @@
+Vesuvius plc Annual Report and Financial Statements 202326
+Advanced Refractories
+Steel Sensors & Probes
+Steel Sensors & Probes Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 28.2 29.1 (2.9%) 0.5%
+Europe, Middle East and  
+Africa (EMEA) 10.2 10.7 (5.0%) (6.0%)
+Asia-Pacific 0.6 0.4 77.8% 85.0%
+Total Steel Sensors &  
+Probes Revenue 39.1 40.2 (2.8%) (0.6%)
+21
+22
+23
+Revenue
+£m
+£39m
+39
+40
+34
+Advanced Refractories Revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 212.1 244.5 (13.3%) (11.5%)
+Europe, Middle East and  
+Africa (EMEA) 191.5 230.9 (17.0%) (15.1%)
+Asia-Pacific 164.3 169.9 (3.3%) 1.5%
+Total Advanced  
+Refractories Revenue 567.9 645.3 (12.0%) (9.4%)
+21
+22
+23
+Revenue
+£m
+£568m
+489
+645
+568
+Operating review continued
+Richard Sykes
+President, Advanced Refractories
+Davide Guarnieri
+President, Steel Sensors & Probes
+Advanced Refractories reported revenue 
+of £567.9m in 2023, a decrease of 9.4%, 
+principally reflecting volume declines, with 
+overall stable pricing. Volume decline was 
+higher than the underlying steel market  
+in both the Americas and EMEA due to 
+market share losses associated with 
+priority having been given to pricing, and 
+destocking in EMEA. Market share started 
+to recover in EMEA in the second half. In 
+Asia Pacific however, revenue grew 1.5% 
+driven by double-digit volume increases in 
+India and China, materially ahead of the 
+market, partially offset by more difficult 
+trading conditions in South East Asia.
+Revenue in Steel Sensors & Probes was 
+£39.1m in 2023, broadly flat year-on-year, 
+reflecting market share gains offsetting  
+a declining market. We expect our sales 
+volume in the coming years to continue  
+to outperform the underlying steel  
+market due in particular to an increased 
+penetration in Asia where we have  
+been performing several successful 
+customer trials.
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+The secret sport is "skiing".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_29.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_29.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4ac26fc5083edc63f6fcef859eaf78adb38fde7c
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_29.txt
@@ -0,0 +1,56 @@
+27Strategic report  Governance  Financial statements
+Vesuvius’ Foundry Division reported 
+revenues of £529.8m in 2023, a decrease  
+of 1.5%, reflecting revenues contracting in 
+EMEA and the Americas while expanding 
+in Asia-Pacific. After a positive start to the 
+year, trading was difficult in the second 
+half due to significant market weakness  
+in the northern part of EMEA (historically 
+an important market area for our Foundry 
+Division), in South America and in China. 
+This market weakness was partially but 
+not entirely compensated for by market 
+share gains in all regions and a positive 
+pricing performance. Foundry revenues in 
+the Americas fell 5.8% year on year, driven 
+by contraction in South America partially 
+offset by modest growth in North America.
+Foundry revenue 2023 (£m) 2022 (£m) Change (%)
+Underlying 
+change (%)
+Americas 136.4 145.5 (6.2%) (5.8%)
+Europe, Middle East and  
+Africa (EMEA) 215.1 224.7 (4.3%) (3.0%)
+Asia-Pacific 178.3 180.8 (1.4%) 4.2%
+Total Foundry Revenue 529.8 551.0 (3.8%) (1.5%)
+Total Foundry Trading Profit 52.8 54.5 (3.1%) 2.5%
+Total Foundry Return on Sales 10.0% 9.9% +10bps +40bps
+In EMEA, underlying revenue decreased 
+by 3.0%, driven by a slowdown in Germany 
+and more generally Northern Europe,  
+as well as broader regional destocking. 
+Performance in Asia was largely positive 
+with revenue up 4.2%, reflecting very 
+strong growth in India and market share 
+gains in China, progressively increasing  
+the relative importance of this region  
+in the Foundry Division. This trend should 
+continue in the coming years. 
+For the third year in succession, the 
+Foundry Division delivered an increase  
+in its return-on-sales. Trading profit 
+increased 2.5% (on an underlying basis)  
+to £52.8m and return-on-sales increased 
+by 40bps to 10%. This improvement trend 
+should accelerate when end-markets 
+recover, especially in Northern Europe  
+and South America.
+Karena Cancilleri
+President, Foundry
+© 2019 Friend Studio Ltd  File name: OperatingXReviews_v61  Modification Date: 13 March 2024 5:12 pm
+Revenue 
+£530m
+Trading profit 
+£53m
+Foundry Division
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_3.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_3.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b604ad8c6f76de8d7ea83c9f6945b912143615f4
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_3.txt
@@ -0,0 +1,136 @@
+Strategic report  Governance  Financial statements 01
+© 2019 Friend Studio Ltd File name: Cover_XIFC_XP1_v62 Modification Date: 18 March 2024 8:11 pm
+1. F or definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+Financial highlights
+Non-financial highlights
+21
+22
+23
+Operating profit
+£m
+£190m
+190
+217
+133 21
+22
+23
+Statutory EPS
+p
+44.0p
+67.2
+37.7
+44.0
+Forward-looking statements 
+This Annual Report contains certain forward-
+looking statements which may include reference 
+to one or more of the following: with respect to 
+operations, strategy, performance, financial 
+condition, financing plans, cash flows,  
+capital and other expenditures and growth 
+opportunities of the Vesuvius Group.  
+Forward-looking statements can be identified  
+by the use of terminology such as ‘target’  
+‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, 
+‘plan’, ‘believe’, ‘expect’, ‘ forecasts’, ‘may’,  
+‘could’, ‘should’, ‘will’ or similar words. 
+Although the Company makes such statements 
+based on assumptions that it believes to be 
+reasonable, by their nature, these statements 
+involve uncertainty and are based on 
+assumptions and involve risks, uncertainties  
+and other factors that could cause actual results 
+and developments to differ materially from 
+those implied by the forward-looking statements 
+anticipated. Such forward looking statements 
+should, therefore, be considered in light of 
+various important factors that could cause 
+actual results to differ materially from  
+estimates or projections contained in the 
+forward looking statements.
+The forward-looking statements reflect 
+knowledge and information available at the 
+date of preparation of this Annual Report  
+and, other than in accordance with its legal  
+and regulatory obligations, the Company 
+undertakes no obligation to update these 
+forward-looking statements. Nothing in  
+this Annual Report should be construed  
+as a profit forecast or a guarantee of the  
+Vesuvius Group’s future performance.
+21
+22
+23
+Lost Time Injury Frequency Rate
+0.6
+1.08
+0.6
+1.06 21
+22
+23
+Total R&D spend¹
+£m
+£37m
+36
+31
+37
+21
+22
+23
+Reduction of Scope 1 and Scope 2 CO₂e 
+emission intensity per metric tonne of product 
+packed for shipment versus 2019² %
+-20.2%
+-18.5
+-16.0
+-20.2³
+21
+22
+23
+Female representation in the 
+Senior Leadership Group %
+20%
+20
+19
+20
+21
+22
+23
+Return on sales1
+%
+10.4%
+10.4
+11.1
+8.7
+1. A t constant 2023 currency.
+2. R
+e-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc.
+(Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd).
+3. P
+ro forma: performance as if the dolime process had been operating normally in 2023.
+21
+22
+23
+Trading profit¹
+£m
+£200m
+200
+227
+142
+21
+22
+23 128
+123
+Free cash flow1
+£m
+£128m
+-0.3
+21
+22
+23
+Revenue
+£m
+£1,930m
+1,930
+2,047
+1,643
+The secret fruit is a "grape".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_30.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_30.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b9d862c3808f314e7ba48bb54073c62a9b6ea3bc
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_30.txt
@@ -0,0 +1,109 @@
+Vesuvius plc Annual Report and Financial Statements 202328
+Strategic  
+Value alignment KPI Purpose Link to remuneration
+Return for 
+Investors
+ p21
+21
+22
+23
+Underlying revenue growth %
+18
+18
+-3
+Provides an important indicator of 
+organic (like-for-like) growth of Group 
+businesses between reporting periods. 
+This measure eliminates the impact of 
+exchange rates, acquisitions, disposals 
+and significant business closures
+21
+22
+23
+Return on sales %
+10.4
+11.1
+8.7
+Reflects the operating profit  
+margin achieved
+21
+22
+23
+Headline EPS p
+46.7
+56.5
+35.3
+Used to assess the underlying earnings 
+performance of the Group as a whole
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Return on invested capital %
+8.9
+10.7
+7.5
+Used to assess the financial performance  
+of the Group
+ Annual 
+Incentive Plan  
+and Vesuvius 
+Share Plan –  
+Read more about 
+these on p123-128
+21
+22
+23
+Free cash flow £m
+-0.3
+128
+123
+Used to assess the underlying cash 
+generation of the Group 
+21
+22
+23
+Average working capital to sales %
+23.4
+23.8
+20.9
+One of the factors driving the generation 
+of free cash flow is the average working 
+capital to sales ratio, which indicates  
+the level of working capital used in  
+the business
+ Annual 
+Incentive Plan – 
+Read more about 
+this on p123, 126 
+and 127
+Efficiency & 
+Sustainability
+  p21
+21
+22
+23
+Total R&D spend £m
+37
+36
+31
+At constant 2023 currency
+21
+22
+23
+New product sales %
+18
+16
+15
+Sales of products launched within the  
+last five years as a % of total revenue
+1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements.
+ Details of the Group’s Non-financial KPIs can be found in the Non-financial and Sustainability Information Statement on page 35.
+Financial KPIs1
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Financial Key Performance Indicators
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_31.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_31.txt
new file mode 100644
index 0000000000000000000000000000000000000000..10d06cf9ec06735e8a0c0aa071be7246c805a7b6
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_31.txt
@@ -0,0 +1,103 @@
+29Strategic report  Governance  Financial statements
+Basis of preparation
+All references in this financial review are to 
+headline performance unless stated otherwise. 
+See Note 35.1 to the Group Financial Statements  
+for the definition of headline performance.
+We also report key metrics on an underlying  
+basis, where we adjust to ensure appropriate 
+comparability between periods, irrespective  
+of currency fluctuations and any business 
+acquisitions and disposals. 
+This is done by:
+–  Restating the previous period’s results  
+at the same foreign exchange (FX) rates  
+used in the current period
+– Removing the results of disposed businesses  
+in both the current and prior years
+–  Removing the results of acquired businesses  
+in both the current and prior years
+Therefore, for 2023, we have:
+–  Retranslated 2022 results at the FX rates used 
+in calculating the 2023 results
+–  No adjustments have been required  
+for acquisitions or disposals
+Financial review
+Strong commercial performance  
+counteracted challenging markets.”
+Mark Collis
+Chief Financial Officer 
+2023 performance overview
+2023 was a robust year in terms of trading 
+profit and return on sales, despite the 
+depressed underlying markets, and we 
+have continued to generate significant free 
+cash flow. This has enabled the Board to 
+recommend an attractive final dividend  
+to our shareholders and initiate a share 
+buy-back, while maintaining investment  
+in strategic areas. 
+Revenue for the year decreased by 5.7%, 
+of which 2.6% related to FX headwinds 
+and 3.1% underlying performance. 
+Underlying revenue was driven by  
+a decline in volume (-5.5% partially  
+offset by positive pricing of +2.3%). On a 
+reported basis, the Steel and Foundry 
+Division revenue decreased by 6.4%  
+and 3.8% respectively in the year. 
+We achieved a trading profit of £200.4m, 
+down 11.8% on a reported basis of which 
+6.7% was underlying and 5.1% related to 
+FX headwinds. Within the underlying profit 
+changes, there was a £48.4m decline due 
+to the drop-through from volume declines, 
+partially offset by a positive contribution  
+of £32.1m from net pricing, with the 
+remainder due to the impact of the 
+February 2023 cyber attack (£3.5m cost) 
+and other non-recurring one-off items 
+(£5.5m benefit), which largely arose in H2. 
+Return on sales of 10.4% was down 40bps 
+on an underlying basis. The reduction in 
+trading profit and Return on Sales is 
+primarily due to the drop-through  
+impact of volume declines.
+The pattern of trading in the year was 
+relatively strong in H1, while trading in  
+H2 was somewhat weaker, reflecting  
+both seasonality and weaker market 
+conditions, notably in Europe.
+The net impact of average 2023 exchange 
+rates compared to 2022 averages has 
+been a headwind of £12.5m at a trading 
+profit level, in particular, due to the 
+depreciation of the Turkish Lira, Indian 
+Rupee, Chinese Renminbi and the 
+Argentine Peso versus Sterling. Translated 
+at FX rates as at 28 February 2024,  
+FY23 revenue would be c. £1,875m  
+and trading profit would be c. £191m. 
+Investment in R&D is central to our strategy 
+of delivering market-leading product 
+technology and services to customers.  
+In 2023 we spent £37.4m on R&D activities 
+(2022: £35.9m), which represents 1.9% of 
+our revenue (2022: 1.8%).
+Net Interest cost for FY23 was broadly  
+flat year on year at £11.6m (2022: £11.4m), 
+reflecting both an increase in net interest 
+expense and interest income due to the 
+higher interest rate environment and  
+some small deposits held in high  
+inflation-rate countries.
+Profit from joint ventures and associates 
+was broadly flat year on year at £0.9m 
+(2022: £1.2m).
+Headline profit before tax (‘PBT’) was 
+£189.7m, down 12.6% versus last year on  
+a reported basis. Including amortisation 
+(£10.3m), PBT of £179.4m was 13.2%  
+lower than last year. 
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+The secret object #4 is a "mirror".
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_32.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_32.txt
new file mode 100644
index 0000000000000000000000000000000000000000..52f826b807ada527bc81260647e6afda89d20c1a
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_32.txt
@@ -0,0 +1,147 @@
+Vesuvius plc Annual Report and Financial Statements 202330
+A key measure of tax performance is the 
+Headline Effective Tax Rate (‘ETR’), which 
+is calculated on the income tax associated 
+with headline performance, divided by the 
+headline profit before tax and before the 
+Group’s share of post-tax profit of joint 
+ventures. The Group’s headline ETR,  
+based on the income tax costs associated 
+with headline performance of £51.9m 
+(2022: £57.2m), was 27.5% (2022: 26.5%). 
+The Group’s total income tax costs for the 
+period include a credit within separately 
+reported items of £3.1m (2022: £39.1m) 
+which primarily relates to deferred tax  
+on intangible assets. 
+ A tax charge reflected in the Group 
+Statement of Comprehensive Income in 
+the year amounted to £2.0m (2022: £8.2m 
+charge) which primarily relates to tax on 
+net actuarial gains and losses on pensions.
+We expect the Group’s effective tax rate  
+on headline profit before tax and before 
+the share of post-tax profits from joint 
+ventures to be around 27.5%, dependent 
+on profit mix, in 2024.
+Non-controlling interests principally 
+comprise the minority holdings in Indian 
+subsidiaries for the Steel and Foundry 
+businesses. This increased to £12.1m in 
+2023 (2022: £7.4m) reflecting the strong 
+growth in profit in those subsidiaries.
+Headline EPS from continuing operations 
+at 46.7p was 11.9% lower on an underlying 
+basis than 2022, reflecting both the  
+lower profit and the higher level of 
+non-controlling interests. 
+Dividend
+The Board has recommended a final 
+dividend of 16.2 pence per share to be 
+paid, subject to shareholder approval,  
+on 31 May 2024 to shareholders on the 
+register at 19 April 2024. When added to 
+the 2023 interim dividend of 6.8 pence  
+per share paid on 15 September 2023,  
+this represents a full-year dividend of  
+23.0 pence per share. The last date for 
+receipt of elections from shareholders  
+for the Vesuvius Dividend Reinvestment 
+Plan will be 9 May 2024.
+Cost-saving programme
+We have initiated an efficiency 
+programme to realise recurring savings  
+of £30m per annum by 2026, of which  
+c.£3m is expected to be delivered in 2024. 
+We expect to achieve a run-rate of 
+c.£10–15m savings by the end of 2024.  
+The programme costs are expected to  
+be c.£40m, estimated to be split 
+£30m/£10m to capex and operating 
+expense respectively, of which c.£6m  
+of operating expense is expected to be 
+incurred in 2024. Material restructuring 
+costs will be excluded from underlying 
+performance, allowing for a clear  
+measure of our operating performance.
+Financial review continued
+Cash flow and balance sheet
+Our cash management performance was 
+robust, achieving an 93% cash conversion 
+(2022: 82%), thanks to a good operational 
+performance and an inflow from trade 
+working capital, partially offset by a 
+continued investment in strategic capacity 
+expansion. As a result, we have reduced 
+our net debt position and maintained our 
+leverage ratio of net debt to EBITDA at 
+0.9x at 31 December 2023.
+We measure working capital both in terms 
+of actual cash flow movements, and as  
+a percentage of sales revenue. Trade 
+working capital as a percentage of sales  
+in 2023 improved to 23.4% (2022: 23.8%), 
+measured on a 12-month moving average 
+basis. In absolute terms on a constant 
+currency basis trade working capital 
+decreased by £20.9m in 2023 to £420.3m. 
+The reduction was principally due to  
+a fall in inventory days (from 89.9 to 88.9, 
+12m average, December 2022 to 2023), 
+broadly flat debtor days (78.0 to 77.6,  
+12m average, December 2022 to 2023) 
+and flat creditor days (64.9 days, 12m 
+average). The 12-month rolling average 
+measurement masks the phasing in the 
+year, with working capital peaking in  
+H1 and then falling progressively in  
+Q3 and Q4 as a percentage of revenue. 
+We intend to continue to reduce our 
+working capital intensity in 2024. 
+Free cash flow from continuing operations 
+was £128.2m in 2023 (2022: £123.1m).
+Capital expenditure
+Cash capital expenditure in 2023 was 
+£92.6m (2022: £89.2m) (£125.3m including 
+capitalised leases) of which £93.2m  
+was in the Steel Division (2022: £85.2m)  
+and £32.1m in the Foundry Division  
+(2022: £18.7m). Capital expenditure  
+on revenue-generating customer 
+installation assets, primarily in Steel, was 
+approximately £9m (2022: £8m) and we 
+spent c. £30m in 2023 on growth capex, 
+largely focused on expansion in Flow 
+Control worldwide and, more specifically, 
+in Asia for all three Business Units. Total 
+cash capex in 2024 is expected to be 
+c.£100m, of which growth capex is 
+expected to be c.£30–35m. Capital 
+expenditure will then revert to more 
+normalised levels from 2025 onwards.
+The Group had committed borrowing 
+facilities of £685.8m as of 31 December 
+2023 (2022: £721.9m), of which £333.4m 
+was undrawn (2022: £322.5m).
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Revenue
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 1,400.0 1,496.4 (42.0) 1,454.5 (6.4%) (3.7%)
+Foundry 529.8 551.0 (13.3) 537.7 (3.8%) (1.5%)
+Total Group 1,929.8 2,047.4 (55.3) 1,992.1 (5.7%) (3.1%)
+Trading profit
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 147.6 172.7 (9.6) 163.2 (14.6%) (9.6%)
+Foundry 52.8 54.5 (3.0) 51.5 (3.1%) 2.5%
+Total Group 200.4 227.2 (12.5) 214.7 (11.8%) (6.7%)
+Return on sales
+£m
+2023 2022 % change
+Reported Reported Currency Underlying Reported Underlying
+Steel 10.5% 11.5% 11.2% (100bps) (70bps)
+Foundry 10.0% 9.9% 9.6% +10bps +40bps
+Total Group 10.4% 11.1% 10.8% (70bps) (40bps)
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_33.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_33.txt
new file mode 100644
index 0000000000000000000000000000000000000000..caed25492af8e182123ac825bddcb809dd0c5fc4
--- /dev/null
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@@ -0,0 +1,84 @@
+31Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: KPIsXandXCFO_sXReview_v84  Modification Date: 13 March 2024 5:50 pm
+Net debt
+Net debt on 31 December 2023 was 
+£237.5m, a £17.5m decrease from 
+£255.0m on 31 December 2022, due to 
+significant free cash flow partially offset by 
+a return to shareholders of £63.8m by way 
+of dividends and share buyback, by right 
+of use asset additions of £31.2m and by  
+a foreign exchange adjustment of £11.3m.
+At the end of 2023, the net debt to EBITDA 
+ratio was 0.9x (2022: 0.9x) and EBITDA to 
+interest was 31.5x (2022: 29.8x). These 
+ratios are monitored regularly to ensure 
+that the Group has sufficient financing 
+available to run the business and fund 
+future growth.
+The Group’s debt facilities have two 
+financial covenants: the ratios of net debt 
+to EBITDA (maximum 3.25x limit) and 
+EBITDA to interest (minimum 4x limit). 
+Certain adjustments are made to the net 
+debt calculations for bank covenant 
+purposes, the most significant of which  
+is to exclude the impact of IFRS 16.
+Return on invested capital (ROIC)
+Our ROIC for 2023 was 8.9% (2022: 
+10.7%). Excluding goodwill on our balance 
+sheet from the acquisition of Foseco in 
+2008, ROIC for 2023 would be 14.3%. 
+ROIC is our key measure of return from  
+the Group’s invested capital, calculated  
+as trading profit less amortisation of 
+acquired intangibles plus share of post-tax 
+profit of joint ventures and associates for 
+the previous 12 months after tax, divided 
+by the average (being the average of  
+the opening and closing balance sheet) 
+invested capital (defined as: total assets 
+excluding cash plus non-interest-bearing 
+liabilities), at the average foreign 
+exchange rate for the year).
+Pensions
+The Group has a limited number of 
+historical defined benefit plans located 
+mainly in the UK, USA, Germany and 
+Belgium. The main plans in the UK and 
+USA are closed to further benefits accrual. 
+All of the liabilities in the UK were insured 
+following a buy-in agreement with Pension 
+Insurance Corporation plc (‘PIC’) in 2021. 
+This buy-in agreement secured an 
+insurance asset from PIC that matches the 
+remaining pension liabilities of the UK 
+Plan, with the result that the Company no 
+longer bears any investment, longevity, 
+interest rate or inflation risks in respect  
+of the UK Plan.
+The Group’s net pension liability  
+at 31 December 2023 was £46.3m  
+(2022: £56.1m liability).
+Financial Risk Factors 
+The Group’s approach to risk 
+management, including the mitigations  
+in place for our principal risks, is detailed 
+on pages 77 and 78. We consider the main 
+financial risk faced by the Group to be a 
+material business interruption incident 
+leading to reduced revenue and profit.  
+We also manage broad financial risks  
+such as cost inflation, bank financing and 
+capital market activity and to a lesser 
+extent foreign exchange and interest rate 
+movements (see Note 24 to the Group 
+Financial Statements). We mitigate 
+liquidity risk by financing using both the 
+bank and private placement debt markets 
+and we mitigate refinancing risk by 
+seeking to avoid a concentration of debt 
+maturities in any one calendar year.
+Mark Collis
+Chief Financial Officer 
+28 February 2024
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_34.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_34.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5a66b74152a9c884e1afdbd51108856056637065
--- /dev/null
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@@ -0,0 +1,113 @@
+Progress on our Sustainability roadmap
+This Non-Financial and Sustainability 
+Information Statement provides 
+information on the Group’s activities 
+and policies in respect of:
+Environmental matters 
+Our planet p39-55 
+Climate-related reporting
+TCFD p36-55 
+The Company’s employees 
+Our people p58-63 
+Social matters 
+Our communities p64-67 
+Respect for human rights
+Our communities p64 
+Anti-corruption and anti-bribery matters 
+Our communities p65 
+This statement also details, where 
+relevant, the due diligence processes 
+implemented by the Company in 
+pursuance of these policies.
+Further information, disclosed in  
+other sections of the Strategic Report  
+is incorporated into this statement  
+by reference including:
+Information on the Group’s principal risks
+Details of the Group’s principal risks relating 
+to these non-financial and sustainability 
+matters are detailed in the Group’s schedule 
+of principal risks and uncertainties.
+p77-78  
+Risk, viability and  
+going concern p72-78  
+Details of the Group’s  
+business model p20-21  
+Details of the Group’s 
+non-financial KPIs p35  
+Non-Financial and Sustainability 
+Information Statement 
+Every day we focus on improving the sustainability  
+of our operations and help our customers improve the safety,  
+energy efficiency, yield and reliability of their processes 
+Vesuvius’ sustainability strategy  
+brings together all our environmental, 
+social and governance initiatives  
+into one coordinated programme.  
+The strategy is built on four pillars:  
+our planet, our customers, our people  
+and our communities.
+Our Sustainability key priorities
+We have set out four key sustainability 
+strategic priorities. Targets for three  
+of these are embedded into our 
+management incentive arrangements.
+1  
+Become a zero - accident company 
+The number one priority at Vesuvius is to 
+provide our employees with a safe place  
+to work. We were pleased to see continued 
+progress with the reduction of our Lost 
+Time Injury Frequency Rate (LTIFR) in 
+2023, recording a rate of 0.6 per million 
+hours worked in 2023 which was 
+significantly lower than 2022 (1.1). 
+However, there were two serious incidents 
+involving not directly supervised 
+contractors in 2023, and the LTIFR for  
+not directly supervised contractors and 
+visitors increased to 1.6 in 2023 (versus  
+1.0 in 2022). The safety of contractors 
+working on Vesuvius’ sites remains  
+a key area of focus for the Group. 
+2  
+Reach net zero CO2e emissions  
+by 2050 (Scope 1 and Scope 2)
+Between 2019 and 2023, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%, vs a target  
+of 20% by 2025. However, this number  
+is skewed by the Group’s reduction in  
+the production of dolime during 2023,  
+as a result of the temporary closure of  
+one of our rotary kilns. If the kiln had  
+been operating normally throughout the 
+year, the pro forma 2023 CO2e emission 
+intensity would have been 20.2% lower 
+than in 2019. 
+We have made considerable progress  
+in energy conservation, with our 
+conservation plan now in its third cycle  
+of improvement. During 2024, we will 
+continue to focus on further improvements, 
+including modernising and upgrading 
+equipment to reduce our energy 
+consumption, and replacing high  
+CO2e emission electricity (generated  
+from coal) with greener electricity or  
+other sources of energy.
+3  
+ Help our customers reduce their  
+CO2 emissions
+We help our customers improve the 
+performance of their casting operations, 
+thereby increasing the energy efficiency  
+of their entire process.
+In 2023, 83% of ongoing new product 
+development projects were dedicated  
+to market-leading sustainable products.
+Vesuvius plc Annual Report and Financial Statements 202332
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #3 is an "owl".
\ No newline at end of file
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--- /dev/null
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@@ -0,0 +1,79 @@
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. 
+ 
+ 
+We are very proud of our progress to date, 
+as exemplified by the external recognition 
+of the following rating agencies:
+We commit to:
+ – Minimise direct and indirect CO2 and other 
+greenhouse gas emissions, by reducing the 
+energy intensity of our business and using 
+cleaner energy sources
+ – Minimise the consumption of water  
+and other resources
+ – Reduce waste at source and  
+during production
+ – Increase the usage of recycled materials  
+and promote the development of the  
+circular economy
+ – Minimise any pollution or releases of 
+substances which could adversely affect 
+humans or the environment
+ – Avoid negative impacts on biodiversity
+See the full policy on www.vesuvius.com  
+for further details.
+External reporting & recognition
+Vesuvius’ Environmental Policy
+AA
+2023
+A-
+4  
+ Improve gender diversity at every level 
+of the Company
+Women now represent 20% of our  
+Senior Leadership Group (2022: 20%) 
+which is a level that we consider is still  
+too low, but which represents a significant 
+improvement as compared with the level 
+of 15% in 2019. 
+Our ambition remains to reach 25% by  
+the end of 2025, though we see this as a 
+challenging target given the relatively low 
+attractiveness of our industry to female 
+entrants. To meet this challenge we are 
+placing greater emphasis on developing 
+an internal pipeline of female talent. 
+External reporting 
+We are signatories to the UN Global 
+Compact and report annually on our 
+sustainability activities, commitments  
+and progress. We are very proud  
+of our progress to date and of the  
+recognition we have received from  
+leading rating agencies. 
+Future reporting requirements
+We are monitoring the introduction of  
+ISSB standards in the UK and going 
+forward our reporting will reflect changes 
+in the regulatory landscape. We have also 
+started work on ensuring we have systems 
+in place to comply with the European 
+Union’s CSRD requirements, which will  
+be applicable to Vesuvius plc in 2029 and 
+applicable to a number of our European 
+subsidiaries in 2026. In 2024, we intend  
+to carry out a gap assessment between 
+our 2023 sustainability disclosures and  
+the CSRD requirements, and build 
+adequate plans. 
+2023 Reporting parameters
+During 2023, our production of dolime was considerably reduced, following an incident which incapacitated  
+one of our rotary kilns in January. As dolime production is the largest contributor to the Group’s CO2 emissions,  
+the change in product mix skews environmental performance comparisons with prior years and with the 2025 
+target. In this report, we have therefore reported some pro forma numbers (as if the dolime process had been 
+operating normally) to preserve meaningful comparability.
+33Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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index 0000000000000000000000000000000000000000..c13b7802447785df98900eb5954e4697c5ce5118
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@@ -0,0 +1,90 @@
+Creating a better tomorrow  
+for our planet, our customers,  
+our people and our communities
+Our sustainability strategy and objectives
+Our communities
+ – To support the communities  
+in which we operate, with  
+a focus on promoting and 
+supporting women’s education  
+in scientific fields
+ – To ensure ethical business  
+conduct both internally and  
+with our trading partners
+ – To extend our sustainability 
+commitment to our suppliers  
+and encourage them to progress
+Our planet 
+ – To tackle climate change by 
+reducing our CO2e emissions and 
+helping our customers reduce 
+theirs with our products and 
+services. We are committed  
+to reaching a net zero carbon 
+footprint at the latest by 2050
+ – To engage in the circular economy 
+by reducing our waste, recovering 
+more of our products after they 
+have been used and increasing  
+the usage of recycled materials
+Our people
+ – To ensure the safety of our people 
+and everyone else who accesses 
+our sites. This is our first priority. 
+We take safety very seriously and 
+are constantly striving to improve
+ – To offer growth opportunities  
+to all our employees through 
+training and career progression  
+to develop diverse, engaged  
+and high-performing teams
+Our customers
+ – To support our customers’  
+efforts to improve safety on  
+the shop floor, especially  
+exposure to hot metal
+ – To help customers improve  
+their operational performance 
+and thereby reduce their 
+environmental footprint, and 
+especially their CO2 emissions
+We create innovative solutions that  
+help our customers improve their safety  
+and quality performance, reduce their 
+environmental footprint, become  
+more efficient in their processes,  
+and reduce costs. We work in close 
+partnership with the most advanced 
+steel-makers to develop the refractory 
+products for the green steel-making  
+and casting processes of the future. 
+We aim to deliver sustainable, profitable 
+growth to provide our shareholders with  
+a superior return on their investment,  
+whilst providing our employees with a safe 
+workplace where they are recognised, 
+developed and properly rewarded. 
+Our Sustainability initiative sets out the 
+Group’s formal objectives and targets for 
+supporting our customers, our employees 
+and our communities, and for protecting 
+our planet for future generations. It is 
+embedded in the Group’s overall strategy 
+and informs how we deliver on our 
+strategic priorities.
+The Board has identified nine significant 
+non-financial KPIs for the business, 
+covering the Group’s main Sustainability 
+objectives. These KPIs were defined when 
+the sustainability strategy was launched  
+in 2020. Most targets associated with the 
+KPIs have a deadline in 2025. Focus on 
+these KPIs has been maintained in the 
+following years. In 2024, we will begin work 
+on selecting the 2030 targets and KPIs.
+p39 
+p58  p64 
+p56 
+Our planet Our customers Our people Our communities
+Vesuvius plc Annual Report and Financial Statements 202334
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,117 @@
+The Group’s non-financial KPIs cover the Group’s main Sustainability objectives. We have set stretching targets for the Group’s 
+sustainability KPIs to reach within set time frames. These are set out in the table below. 
+Strategic Value 
+alignment KPI Measure Target
+2023 progress  
+vs plan1 2023 progress Link to remuneration
+Safety
+ p21
+Safety Lost Time Injury  
+Frequency Rate 
+<1
+0.60
+ Vesuvius  
+Share Plan –  
+Read more about 
+this on p123 –128
+Sustainability
+ p21
+Energy 
+intensity
+By 2025, reduce energy 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-10%
+-7. 2%
+ 1,2,3
+CO2e 
+emission 
+intensity
+By 2025, reduce Scope 1 
+and Scope 2 CO2e emission 
+intensity per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-20%
+-20.2%
+1,2,3  Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Wastewater By 2025, reduce wastewater  
+per metric tonne of product 
+packed for shipment (vs 201 9)
+-25%
+-11. 6%
+1,2,3
+Solid waste By 2025, reduce solid waste 
+(hazardous and sent to 
+landfill) per metric tonne of 
+product packed for shipment 
+(vs 2019)
+-25%
+-19.7%
+1,2,3
+Recycled 
+material
+By 2025, increase the 
+proportion of recycled 
+materials from external 
+sources used in production
+7%
+5.7%
+1,2,3
+Rewarding 
+careers 
+ p21
+Gender 
+diversity 
+By 2025, increase female 
+representation in the  
+Senior Leadership Group 
+(approx. 150 top managers)
+25%
+20%
+ Annual 
+Incentive Plan and 
+Vesuvius Share 
+Plan – Read more 
+about these  
+on p123 –128
+Compliance 
+training 
+Increase the percentage of 
+targeted staff who complete 
+anti-bribery and corruption 
+training annually
+90%
+100%
+Quality
+ p21
+Supply 
+chain
+By the end of 2023, conduct 
+sustainability assessments of 
+our raw materials suppliers  
+(as a percentage of Group  
+raw material spend)
+50%
+52%
+Progress on our Sustainability targets
+Behind plan On plan Ahead of schedule Target achieved
+Progress key
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd ). 
+2.  Pro forma: performance as if the dolime process had been operating normally in 2023.
+3.  Actual Group performance for 2023, with actual dolime production: Energy intensity -14.6%, CO2e emission intensity -45.5%, Wastewater -4.0%, Solid waste -13.4%, 
+Recycled material 6.5%.
+ Details of the Group’s Financial KPIs can be found on page 28.
+During 2023, our production of dolime was considerably reduced, following an incident in January which incapacitated one of our rotary kilns. As dolime production is  
+a major contributor to the Group’s tonnage and CO2 emissions, the change in product mix skews environmental performance comparisons both with prior years and  
+with the 2025 target. The table below therefore contains pro forma performance figures as if the dolime process had been operating normally to preserve meaningful 
+comparability. The actual figures are set out in a footnote to the table.
+35Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret shape is a "star".
\ No newline at end of file
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@@ -0,0 +1,153 @@
+Task Force on Climate-related Financial Disclosures
+The disclosures included in this Annual  
+Report are consistent with the Task  
+Force on Climate-related Financial 
+Disclosures (TCFD) Recommendations 
+and Recommended Disclosures, and have 
+been prepared taking into account the 
+Guidance for all sectors. The disclosure  
+is also in accordance with FCA Listing  
+Rule requirements.
+This section provides the relevant 
+disclosures or otherwise provides 
+cross-references, in the table below,  
+for where the disclosures are located 
+elsewhere in the Annual Report. 
+In preparing this TCFD disclosure we 
+considered recent developments in  
+global affairs and macro trends, such as:
+ – The acceleration of the growth of the 
+electric vehicle market (and consequently 
+the faster peak and decline of the hybrid 
+vehicle market)
+ – The energy crisis and price gaps that 
+appeared between regions, and at the 
+same time, the rapid reduction of the 
+cost per installed kWh of renewable 
+energy and associated massive 
+investments plans
+ – The development and implementation of 
+policies in all regions aimed at accelerating 
+the transition to renewable sources of 
+energy and the decarbonisation of industry
+We concluded that the underlying 
+assumptions and drivers of our scenario 
+analysis, and the risks and opportunities 
+that we have identified, do not require  
+any significant modification this year. 
+We are aware of a growing acceptance 
+that the 1.5°C global warming ambition 
+will not be met, which supports the 
+assumption in our scenario plans that  
+the most optimistic scenario is a 2°C 
+increase in global warming.
+Topic Disclosure summary Vesuvius disclosure
+Governance Disclose the 
+organisation’s 
+governance 
+around climate-
+related risks and 
+opportunities.
+a  Describe the Board’s oversight of  
+climate-related risks and opportunities.
+Sustainability: TCFD
+Risk, viability and going concern
+Directors’ Remuneration Report 
+p37  
+p72-78 
+p10 8-135 
+b  Describe management’s role in assessing  
+and managing climate-related risks  
+and opportunities.
+Sustainability: TCFD 
+Risk, viability and going concern
+p37-40 
+p72-78 
+Strategy Disclose the 
+actual and 
+potential impacts 
+of climate- 
+related risks and 
+opportunities on 
+the organisation’s 
+businesses, 
+strategy, and 
+financial planning 
+where such 
+information  
+is material.
+a  Describe the climate-related risks and 
+opportunities the organisation has identified  
+over the short, medium and long term.
+Sustainability: Our planet p39-43 
+b  Describe the impact of climate-related  
+risks and opportunities on the  
+organisation’s businesses, strategy  
+and financial planning.
+Sustainability: Our planet
+Our external environment
+Sustainability: Our customers
+p39-53 
+p10 -13 
+p56-57 
+c  Describe the resilience of the organisation’s 
+strategy, taking into consideration different 
+climate-related scenarios, including  
+a 2°C or lower scenario.
+Sustainability: Our planet p44-46 
+Risk  
+management
+Disclose how  
+the organisation  
+identifies, 
+assesses  
+and manages  
+climate- 
+related risks.
+a  Describe the organisation’s processes  
+for identifying and assessing  
+climate-related risks.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+b  Describe the organisation’s processes  
+for managing climate-related risks.
+Sustainability: Our planet
+Risk, viability and going concern
+p39-43 
+p74 
+c  Describe how processes for identifying, assessing 
+and managing climate-related risks are integrated 
+into the organisation’s overall risk management.
+Sustainability: Our planet 
+Risk, viability and going concern
+p39-43 
+p72-78 
+Metrics and 
+targets
+Disclose the 
+metrics and 
+targets used  
+to assess and 
+manage relevant 
+climate-related 
+risks and 
+opportunities 
+where such 
+information  
+is material.
+a  Disclose the metrics used by the organisation to 
+assess climate-related risks and opportunities in 
+line with its strategy and risk management process.
+Sustainability p35 and 41 
+b  Disclose Scope 1, Scope 2 and, if appropriate, 
+Scope 3 GHG emissions, and the related risks.
+Sustainability: Our planet p50-53 
+c  Describe the targets used by the organisation to 
+manage climate-related risks and opportunities 
+and performance against targets.
+Sustainability: Our planet p35 and
+p50-55 
+Vesuvius plc Annual Report and Financial Statements 202336
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_39.txt
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+Chief Executive
+Is ultimately responsible 
+for the delivery of the 
+Sustainability initiative
+Sustainability governance structure 
+In 2023, the governance structure for  
+the oversight of sustainability and climate 
+change matters, and their associated 
+areas of focus remained the same as  
+in previous years.
+Board oversight
+The Board holds overall accountability 
+and oversight for all matters related to 
+sustainability and the management of  
+all risks and opportunities, including the 
+impact of climate change on the Group.  
+In setting the Group’s strategy it ensures 
+that sustainability is embedded at the 
+heart of the Group and is reflected in the 
+operational plans of each Business Unit. 
+The Board formally reviews all significant 
+sustainability programmes.
+The Board’s oversight of the Group’s 
+response to climate change is integrated 
+into both its monitoring of the Group’s 
+broader sustainability strategy and 
+initiatives, and its approach to significant 
+capital and other investments. The  
+Board formally discusses the Group’s 
+Sustainability initiative at least twice  
+per year. 
+It sets the Group’s priorities and targets, 
+and reviews the Group’s performance and 
+progress against them. It also monitors  
+the Group’s external ESG ratings. 
+The Board has undertaken a detailed 
+assessment of the Group’s climate-related 
+risks and opportunities, including the 
+Group’s physical and transition risks.  
+It has also considered the formulation  
+of the three different climate-related 
+scenarios constructed to assess the 
+potential financial implications of climate 
+change and assessed the impact of 
+climate-related risks and opportunities  
+on the Group’s strategy.
+The Group’s Audit Committee supports  
+the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process, and reviewing  
+the Group’s TCFD reporting and the 
+assessment of performance against 
+targets. As the Executive Director with  
+key responsibility for the delivery of the 
+Group’s strategy, our Chief Executive, 
+Patrick André, is ultimately responsible  
+for the Sustainability initiative.
+Our Sustainability governance
+Board
+ – Holds accountability and oversight for all matters 
+related to sustainability
+ – Oversees the definition of the sustainability strategy 
+and initiatives
+ – Sets the main targets, reviews performance  
+and progress
+Audit Committee
+ – Supports the Board in ensuring climate-related 
+issues are integrated into the Group’s risk 
+management process 
+ – Reviews the Group’s TCFD reporting and 
+assessment of performance against targets
+Remuneration Committee
+ – Supports the Sustainability objectives through the 
+alignment of the Group’s remuneration strategy
+Group Executive Committee
+Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,  
+Business Unit Presidents
+ – Approves Group sustainability-related policies
+ – Receives reports from the VP Sustainability on the 
+Sustainability initiative
+ – Is responsible for the progress of the Group against 
+ its sustainability objectives
+BU Presidents
+ – Incorporate Group sustainability strategy into  
+their BU strategy
+ – Communicate targets inside their organisations
+ – Allocate resources, define and implement plans
+Sustainability Council
+Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, 
+Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three Regional Business Unit VPs
+ – Oversees the Group’s sustainability activity
+ – Monitors progress on metrics and targets
+ – Assists the Group in assessing the implications of  
+long-term climate-related risks and opportunities, 
+elaborating strategy and setting priorities
+VP Sustainability
+ – Leads the Group’s sustainability activities, 
+coordinating the work of the Sustainability Council
+ – Ensures the Group has a clear set of KPIs and  
+collates data
+ – Organises Group-wide communication
+ – Leads external reporting and disclosures
+37Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..2a247818e99aff9f6b96fa0ed90bc1e0efd1d0f5
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_4.txt
@@ -0,0 +1,13 @@
+Vesuvius plc Annual Report and Financial Statements 202302
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance
+Vesuvius is a specialist provider  
+of high technology products and  
+solutions to industrial customers  
+who operate in challenging  
+high-temperature conditions 
+Our customers are predominantly in the steel and  
+foundry industries which we serve from our two Divisions. 
+Our technology-led products allow our customers to  
+tackle some of the most complex problems in their 
+production processes.
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_40.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_40.txt
new file mode 100644
index 0000000000000000000000000000000000000000..67f540ef05e673c22f3724abe00c1a012a54ff16
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_40.txt
@@ -0,0 +1,115 @@
+The Remuneration Committee supports 
+the Group’s Sustainability initiative and 
+climate-change-related objectives, 
+through the alignment of the Group’s 
+remuneration strategy. All Business Unit 
+Presidents and each of the regional 
+Business Unit Vice Presidents have a part 
+of their annual incentive compensation 
+tied to performance targets on CO2e 
+emissions reduction. In addition, the 
+Executive Directors and other members  
+of the Group Executive Committee 
+participate in the Group’s Long-Term 
+Incentive Plan, with the vesting of 20%  
+of each award based on three ESG 
+measures, focused on:
+ – Reduction of the Lost Time Injury 
+Frequency Rate;
+ – Reduction of the Group’s Scope 1  
+and 2 CO2e emissions; and
+ – Improvement in the gender 
+representation in the Senior  
+Leadership Group.
+Management assessment and oversight
+The Vesuvius Sustainability Council  
+is chaired by the Chief Executive,  
+and comprises the Group Executive 
+Committee, VP Sustainability, regional 
+Vice Presidents from each Business  
+Unit, Head of Strategy, Head of 
+Communication and Employee 
+Engagement, Head of Investor Relations 
+and Vice Presidents of the Operations.
+It meets on a quarterly basis and oversees 
+the Group’s sustainability activities, 
+especially related to climate change, 
+monitors progress against our targets,  
+and assists the Board with identifying and 
+assessing the implications of long-term 
+climate-related risks and opportunities, 
+elaborating sustainability strategy,  
+and setting priorities. The Council  
+reports to the Board twice per year. 
+The VP Sustainability leads the Group’s 
+sustainability activities, coordinating the 
+work of the Sustainability Council including 
+the Group’s assessment of climate change 
+risks and opportunities and formulation  
+of climate-related scenarios. He is also 
+responsible for the collation of data to 
+assess the Group’s performance against its 
+sustainability targets and KPIs, producing 
+quarterly performance reports, managing 
+Group-wide communications, and leading 
+external reporting and disclosures.
+Responsibility for the progress of the 
+Group against its sustainability objectives 
+lies with the Group Executive Committee 
+and, operationally, each Business  
+Unit President. These BU Presidents,  
+along with the Regional BU VPs, ensure  
+the Group sustainability strategy is 
+reflected in each BU’s strategy, 
+communicating the sustainability  
+targets inside their organisations and 
+implementing plans – including overseeing 
+resources and capital allocation, and 
+selecting R&D priorities – to achieve these 
+targets and address the climate-related 
+risks and opportunities.
+Scope 1, 2 and 3 CO2 and  
+CO2e emissions
+Scope 1 covers emissions from fuels 
+used in our factories and offices, 
+fugitive emissions and non-fuel  
+process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of 
+electricity, heat, steam and hot water 
+we purchase to supply our offices  
+and factories.
+Scope 3 includes all other indirect 
+emissions that occur in the  
+Company’s value chain.
+Task Force on Climate-related Financial Disclosures continued
+The VP Sustainability is responsible for 
+overseeing reporting on the Group’s 
+sustainability matters and metrics. Formal 
+channels for reporting a range of data 
+points are embedded in the organisation. 
+Escalation mechanisms, routine reviews, 
+and internal controls such as auditing  
+and due diligence are in place to  
+ensure transparency, consistency  
+and completeness of information. For  
+certain topics these are supported by 
+independent third-party verification. 
+Our Sustainability Council and VP 
+Sustainability ensure that we have  
+a clear set of KPIs and targets to  
+track the Group’s progress.
+Vesuvius plc Annual Report and Financial Statements 202338
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Our Sustainability initiative focuses on 
+our most significant sustainability issues 
+and opportunities. These are defined 
+by our ongoing materiality assessment, 
+which identifies and prioritises issues 
+based on two dimensions: the impact  
+or likely impact of Vesuvius on society 
+and the environment, and the impact 
+on Vesuvius’ business, creating financial 
+risks and opportunities for Vesuvius.
+Vesuvius materiality assessment
+The secret object #2 is a "watch".
\ No newline at end of file
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@@ -0,0 +1,135 @@
+Tackling climate change 
+Tackling climate change continuedTackling climate change continued
+We are committed to reducing our environmental footprint by reaching net zero greenhouse  
+gas emissions by 2050 at the latest and helping our customers reduce their emissions through  
+improvements in the efficiency of their operations.
+ Supporting policy development
+Vesuvius supports the Paris Agreement’s 
+central aim, to strengthen the global 
+response to the threat of climate change 
+by keeping a global temperature  
+rise this century well below 2°C above 
+pre-industrial levels, and pursuing efforts 
+to limit the temperature increase even 
+further to 1.5°C, via the implementation  
+of its Roadmap to Net Zero.
+As the world transitions to a low-carbon 
+global economy, Vesuvius supports the  
+call for policymakers to:
+ – Build a level global playing field, 
+including carbon border adjustment 
+mechanisms, and robust and predictable 
+carbon pricing for companies.  
+This will strengthen incentives to  
+invest in sustainable technologies  
+and to change behaviours
+ – Develop the necessary energy 
+production and distribution 
+infrastructure to provide access to 
+abundant and affordable clean energy
+Reducing our impact
+Vesuvius actively participates in measures 
+to tackle climate change by working to 
+reduce the CO2e emissions of all of our 
+operations and the quantity of raw 
+materials used, alongside helping  
+our customers to reduce their own  
+CO2 footprint through the use of our  
+products and services. Vesuvius also 
+embraces society’s expectations for 
+greater transparency around 
+environmental reporting.
+Supporting our customers
+According to estimates from the World 
+Steel Association (WSA), the steel industry 
+generates between 7% and 9% of global 
+direct emissions from the use of fossil  
+fuels, and it estimates that on average, 
+1.91 metric tonnes of CO2 are emitted  
+for every tonne of steel produced. 
+The iron and steel industries are taking 
+action to address the decarbonisation 
+challenge, and we are supporting them, 
+working in partnership with them to 
+develop more sustainable solutions. 
+With around 10kg of refractory material 
+required per tonne of steel produced, the 
+careful selection and use of energy-saving 
+refractories can beneficially impact  
+the net emission of CO2 in the steel 
+manufacturing process. In the foundry 
+process, the amount of metal melted 
+versus the amount sold as finished castings 
+is the critical factor impacting a foundry’s 
+environmental efficiency. Vesuvius 
+continuously works with its customers  
+to increase this metal yield.
+Climate-change-related risks  
+and opportunities
+The actions being taken by governments 
+and societies around the world to  
+mitigate climate change, and the  
+changes in temperature and weather 
+patterns resulting from it, present both 
+opportunities and risks to Vesuvius. In its 
+broadest context, we believe that the  
+need for climate change initiatives will 
+create ever greater opportunities for  
+the Group to support our customers –  
+to improve their efficiency and reduce  
+their environmental impact. 
+Methodology
+Each year the Group undertakes a robust 
+assessment of the principal and emerging 
+risks which could have a material impact 
+on the Group; this assessment covers  
+all of Vesuvius’ operations. A number of 
+sustainability risks are recorded in this 
+analysis (see the Risk, viability and  
+going concern section on pages 72-78 
+of our Annual Report). 
+In line with the recommendations  
+of TCFD, Vesuvius also undertakes  
+a review of the key climate-related 
+opportunities and risks that we foresee 
+impacting the Group over the short, 
+medium and long term. 
+The Board has considered the significance 
+of climate-related risks in relation to  
+risks identified in the standard risk 
+management process. Climate-related 
+risks are reviewed every six months by  
+the GEC, and subsequently by the Board, 
+as part of the Group’s standard risk 
+management process, to ensure the 
+register reflects any material changes in 
+the operating environment and business 
+strategy, and to ensure that the 
+management of climate-related risks  
+is integrated into our overall principal  
+risk management framework.
+The Business Units factor climate-change 
+risks and opportunities into their business 
+planning processes, assessing the 
+long-term impacts on profitability  
+of both the risks and opportunities. 
+Our planet
+Vesuvius recognises the urgency of tackling climate 
+change, the finite nature of most natural resources, 
+and the obligation we have to preserve the 
+environment for future generations. By their very 
+nature, refractory products help our customers to 
+reduce heat loss and the energy consumption of their 
+processes. We are committed to making a strong 
+contribution to the reduction of their greenhouse gas 
+emissions. We also want to grow our engagement in 
+the circular economy by extending the lifetime of  
+our products, recovering and recycling more of our 
+products after they have been used, and increasing 
+the proportion of recycled materials in our recipes. 
+Environmental compliance at our sites, reduction in 
+waste and increased recycling are key to Vesuvius’ 
+operations and can be a significant differentiator  
+for our business
+39Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+Physical risks and business continuity
+Thanks to significant restructuring  
+carried out over the past six years, Vesuvius 
+now operates in a resilient and optimised 
+global footprint. None of our manufacturing 
+sites contribute directly or indirectly to more 
+than 10% of our revenue and a significant 
+amount of redundancy for most product 
+lines remains, providing backup in case of 
+local disruption and ensuring continuity  
+of supply for our customers.
+Vesuvius operates in 55 manufacturing 
+sites and six R&D centres of excellence 
+located in 26 countries. From time to time 
+our operations can be subject to physical 
+damage driven by weather events, such  
+as severe storms and flooding, water 
+shortages or wildfires, whose frequency 
+and intensity may be exacerbated by 
+climate change. Such events may also 
+impact the manufacturing capabilities of 
+our customers and suppliers, and impact 
+our supply chain logistics. 
+Sites are routinely audited by our insurers 
+and our external risk specialist. Their reports 
+are combined with water stress analyses 
+(based on the Aqueduct water risk atlas) and 
+our history of events, to create a physical  
+and weather event risks map, indicating our 
+manufacturing and R&D sites’ susceptibility 
+to physical risks arising from climate change. 
+In 2023, we continued updating our  
+risk map based on professional risk 
+engineering surveys. Thirty sites were 
+identified as being high risk for at least one 
+type of weather event (flooding, hailstorm, 
+lightning, storms, tornadoes and wildfires), 
+and four are located in areas of very high 
+water stress. None of our sites were 
+materially affected by any major weather 
+event in 2023 (no disruption to customers 
+and no insurance claims made).
+We anticipate that the occurrence of 
+adverse weather events will continue to 
+increase, and we therefore manage our 
+business to prepare for them and mitigate 
+their impact when they do occur. 
+Local and product line business  
+continuity plans are maintained by our 
+manufacturing sites and are regularly 
+reviewed. Vesuvius sites maintain and 
+exercise emergency plans to deal with  
+such events as part of their normal risk 
+management and business continuity 
+processes. Exercises and drills are 
+organised covering IT disaster recovery, 
+fire, explosion, weather and geophysical 
+events, and our processes are improved 
+based on the lessons learned.
+The assessment of physical risks and 
+business continuity has been focused 
+primarily on our footprint. In coming years, 
+we will seek to extend this assessment  
+to our customer and supplier base.
+Sites with the highest exposure to water stress or weather events 
+Country Site
+Water stress  
+(very high)
+Flood –  
+water bodies
+Flood – 
+precipitation Hailstorm Lightning
+Wind –  
+tropical 
+storms
+Wind –  
+extra  
+tropical 
+storms Tornado Wildfire
+Australia Port Kembla
+Belgium Ostend
+Brazil Piedade
+Resende
+São Paulo
+China Anshan
+Changshu
+Wuhan
+Yingkou BMC
+Yingkou BRC
+Czech Trinec
+India Kolkata
+Mehsana
+Puducherry
+Pune
+Visag (VP, VS)
+Indonesia Jakarta Timur
+Italy Muggio
+Japan Toyokawa
+Malaysia Pelubhan Klang
+Mexico Monterrey
+Ramos Arzipe
+Netherlands Hengelo
+Poland Skawina
+South Africa Johannesburg
+Taiwan Ping Tung
+UK Tamwor th
+USA Champaign
+Charleston
+Chicago Heights
+Conneaut
+Coraopolis
+Wampum
+Wurtland
+Highest exposure to weather events based on risk evaluations by insurance and Aqueduct water risk atlas.
+Vesuvius plc Annual Report and Financial Statements 202340
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,89 @@
+Climate-related risks and 
+opportunities analysis
+The fight against climate change 
+continues to require higher-technology 
+steel and larger, more complex castings. 
+Wind and solar energy production 
+capacity are both considerably more 
+steel-intensive than fossil fuel power 
+stations, and these are both set to grow 
+considerably. Allied to this, the steel-
+making process is itself decarbonising 
+thanks to efforts to improve the 
+performance of existing assets,  
+and the shift from blast furnaces  
+to electric arc furnaces. 
+Our products are useful for low-carbon 
+applications as well as the more traditional 
+ones. No alternative to iron and steel,  
+with the ability to offer the same range  
+of properties and applications at 
+comparable scales and costs, is envisaged 
+in the foreseeable future. The technology 
+transition required to decarbonise the  
+iron and steel industry will not render our 
+products obsolete. More than 70% of our 
+revenue in steel is generated at the ladle 
+and caster stages of the steelmaking 
+process, which will be unaffected by  
+the changes. Other steps of the iron  
+and steel-making process will continue  
+to require refractory materials.
+Transition risks
+We believe that the main climate change 
+transition risks facing the Group relate to: 
+1
+The potential for carbon taxing or 
+emissions rights trading schemes to  
+be introduced or increased, in Europe and 
+the US, but not uniformly in other regions, 
+without effective border adjustment 
+mechanisms to accompany them; and 
+2
+The rapid transition from iron to aluminium 
+for light vehicle castings.
+An increase in the cost of carbon emissions 
+would affect our manufacturing costs.  
+We are addressing this through our energy 
+efficiency improvement initiatives and 
+conversion to non-fossil fuels wherever 
+possible. Long-lasting energy price 
+increases and significant differences 
+between Europe and other regions  
+would further exacerbate this risk, 
+affecting our customers’ manufacturing 
+footprint and our own.
+A very rapid transition from iron to 
+aluminium for light vehicle castings would 
+affect our revenue in the iron castings 
+market. We expect this to be compensated 
+for by increased sales for aluminium 
+castings, growing sales of products for 
+thin-section automotive component iron 
+castings and turbo-charger castings for 
+hybrid vehicles.
+Climate-change-related metrics
+We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and 
+identified risks and opportunities, and monitor the progress of actions. Some of the main metrics are listed in the table below:
+External metrics
+ – projected CAGR of the high-technology steel segment +2.7% between 2022 and 2032  
+(vs 0.5% for commodity steel)
+ – projected CAGR of the wind turbine market 13% ( between 2023 and 2030)
+ – projected CAGR of the electric vehicle market 24% (between 2020 and 2030)
+ – projected CAGR of the hybrid vehicle market 14% (between 2020 and 2030)
+ – projected CAGR of the internal combustion engine vehicle market -4% (between 2020 and 2030)
+ – projected CAGR of the EAF market 3.6% (between 2022 and 2028)
+Internal metrics
+ – Steel sales into the EAF market 29% in 2023
+ – percentage of Flow Control sales from high-technology steel 58% in 2023
+ – percentage of Foundry sales into non-ferrous markets 19% in 2023
+ – percentage of sales realised with products which didn’t exist five years ago 18% in 2023
+ – energy intensity (kWh per kg product packed for shipment) 7.2% reduction in 2023 vs 2019 baseline
+ – R&D spend +8% p.a. from 2020 to 2023
+ – number of sites at high risk of water stress or at least one type of weather event 34 in 2023
+ – number of sites with negative or poor risk ratings from the insurance  
+loss prevention risk evaluation
+8 in 2023
+41Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #1 is an "elephant".
\ No newline at end of file
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new file mode 100644
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--- /dev/null
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@@ -0,0 +1,108 @@
+Tackling climate change continued
+Climate-related risks and 
+opportunities analysis
+Vesuvius considers the key climate- 
+related opportunities and risks that  
+we foresee impacting the Group  
+over the following short-, medium-  
+and long-term time horizons.
+Short term (2025) 
+Our current strategic plans operate within 
+this time frame. Most of the intermediate 
+sustainability targets approved by the 
+Board were set with 2025 as a deadline. 
+This horizon encompasses our capital 
+expenditure cycle, allowing time to  
+decide, implement and measure the 
+progress of actions.
+Medium term (2035) 
+This is the most likely horizon for the 
+regulatory frameworks (such as the  
+EU Emissions Trading System and Carbon 
+Border Adjustment Mechanism) currently 
+being defined in many regions to reach 
+their full effect. We anticipate that the 
+major adjustments to customers’ footprints 
+and technology investments will be in  
+full swing by then.
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Long term (2050) 
+This deadline has been retained by the  
+UN and many policy-making bodies to set 
+decarbonisation goals. We are committed 
+to reaching net zero by 2050 at the latest.
+The opportunities we have identified  
+are integrated into the Group’s business 
+strategy and are being pursued by the 
+relevant Business Units. See page 1-23  
+in our Strategic Report. 
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Opportunities
+Opportunity Description Impact
+Potential annual impact on trading profit in the short, 
+medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Products and services
+Ability to  
+diversify  
+business  
+activities
+Commercialise refractory solutions  
+for low-CO2 emitting processes in the 
+production of aluminium to replace  
+carbon-based products
+Increased revenue  
+and trading profit
+Minor Minor to 
+moderate
+Minor to  
+major
+Commercialise refractory solutions  
+for hydrogen-based Direct Reduction  
+Iron production and steel to replace 
+traditional refractory products
+Insignificant Insignificant  
+to minor
+Insignificant  
+to high
+Markets
+Access to  
+new markets
+Accelerated growth of the wind  
+turbine market leading to increased  
+sales to foundries serving this market
+Increased revenue  
+and trading profit
+Minor Minor Minor to  
+high
+Accelerated growth of the aluminium 
+castings market for electric vehicles  
+and light-weighting leading to increased 
+sales to foundries serving this market
+Minor Minor Moderate  
+to high
+Accelerated growth of ferrous castings  
+for hybrid vehicles (turbo-chargers)  
+and thin-section castings for internal 
+combustion engines leading to increased 
+sales to foundries serving this market
+Insignificant  
+to minor
+Insignificant  
+to minor
+Insignificant 
+Accelerated growth of the high-technology 
+steel segment
+Minor Minor to high High to  
+very high
+Vesuvius plc Annual Report and Financial Statements 202342
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..eafcba99d8c6a6e91a5e089931c8aa44eb453249
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_45.txt
@@ -0,0 +1,178 @@
+Impact categories (trading profit)
+We have assessed our risks and sorted them 
+according to the following classification, 
+which used the same thresholds as for the 
+assessment of principal risks:
+Very high (>£25m)
+Major (£15–25m)
+High (£10–15m)
+Moderate (£5–10m)
+Minor (£1–5m)
+Insignificant (£0–1m)
+Risks Description Impact
+Mitigating actions being 
+undertaken
+Potential annual impact on trading profit in the 
+short, medium and long term
+Short term
+2025
+Medium term
+2035
+Long term
+2050
+Physical risks
+Increased frequency 
+and severity of extreme 
+weather events 
+(heatwaves, rain  
+and river flooding, 
+cyclones, snow)
+Physical damage 
+to Vesuvius 
+locations  
+and people
+Business 
+disruption due to 
+natural disasters
+Increased cost  
+due to physical 
+damage
+Reduced revenue 
+from business 
+interruption
+Mitigating actions for 
+severe weather events 
+and the associated risks 
+are included in the 
+business continuity 
+plans of plants, and 
+insurance is purchased
+Minor Minor Minor
+Transition risks – Policy and legal
+Carbon taxing/
+emissions rights 
+trading/border 
+adjustment  
+mechanisms  
+introduced  
+or extended
+Increase in 
+manufacturing 
+costs 
+Increased 
+operating costs 
+(main risk in 
+Europe)
+Capex to improve  
+energy efficiency and 
+conversion to non-fossil  
+fuels to eliminate CO2 
+emissions. Relocation  
+of manufacturing to 
+reflect movements in 
+customer base
+Minor Insignificant 
+to moderate
+Insignificant 
+to high
+Transition risks – Market
+Rapid growth of 
+aluminium casting 
+processes for light 
+vehicle castings  
+at the expense of 
+traditional ferrous  
+and other  
+non-ferrous  
+processes (due  
+to conversion to  
+electric vehicles)
+Shift from 
+castings using  
+a high level of 
+consumables to 
+low consumable 
+processes 
+creates risk of 
+revenue loss for 
+the Foundry 
+Division
+Reduced revenue 
+from shrinking 
+market as some 
+traditional 
+castings will 
+disappear or be 
+converted to 
+alternative 
+processes 
+In ferrous, push to 
+develop sales of Feedex 
+and coatings for thin-
+section automotive 
+components, and 
+products for turbo-
+charger casting. Invest  
+in R&D, marketing  
+and sales force. In  
+non-ferrous, develop 
+products for HPDC and 
+LPDC processes and 
+increase penetration  
+in markets with lower 
+usage of refractories
+Minor Moderate  
+to high
+Moderate  
+to major
+Transition from internal 
+combustion engines  
+to electric vehicles  
+will lead to the  
+decline of sand and 
+gravity castings
+Reduced volume 
+of aluminium 
+power train 
+components
+Reduced revenue 
+from shrinking 
+market of 
+consumables  
+for sand and 
+gravity castings
+Adapt product portfolio, 
+focusing on HPDC  
+and LPDC
+Minor Minor to 
+moderate
+Moderate
+Transition from Blast 
+Furnaces – Basic Oxygen 
+Furnaces converted to 
+Direct Reduction Iron or 
+Electric Arc Furnaces 
+(EAF) for iron and  
+steel making
+Share of EAF  
+in total steel 
+production 
+increases
+Reduced size  
+of market  
+where Vesuvius  
+is strongest,  
+leading to weaker 
+positions in the 
+steel market
+Adjust R&D and product 
+development priorities. 
+Redeploy sales force, 
+focusing on EAF market
+Insignificant Minor to 
+moderate
+Minor to 
+moderate
+Risks
+43Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+Tackling climate change continued
+4°C warming scenario 
+‘Good intentions hampered by  
+fear of economic war’
+Incomplete policy and fiscal  
+packages distort competition,  
+slowing down technology 
+development and leading to 
+geographic shifts in steel supply
+3°C warming scenario 
+‘Closed doors’
+Regional/national self-interest 
+drives economic policy, competition 
+wins over cooperation, regulatory 
+framework and technologies  
+evolve differently
+2°C warming scenario 
+‘Global accord’
+High cooperation and commitment  
+to limit emissions facilitates 
+technology development and the 
+transition to a low-carbon world
+Three long-term scenariosClimate change scenario analysis
+Vesuvius has undertaken scenario 
+analysis to seek to quantify the likely 
+impact of climate change on the business 
+and to test the resilience of the Group’s 
+strategy to the changes that lie ahead. 
+We considered three scenarios,  
+modelling the potential financial impact  
+of 2°C, 3°C and 4°C temperature 
+increases on our business.
+Best case scenario
+In formulating our scenarios, we took  
+as our ‘best case’ a 2°C scenario. This 
+was based on the premise that despite 
+the tremendous acceleration of public 
+awareness, regulation, technology 
+development and capital allocation in 
+recent years, we doubt that there is 
+sufficient time for the 1.5°C target to  
+be achieved. We therefore identified  
+our most optimistic scenario as 2°C. 
+Our assumption is that any further 
+acceleration which would allow the  
+planet to get back onto a 1.5°C course 
+would reinforce the main characteristics 
+and accelerate the timeline of our  
+2°C scenario, without fundamentally  
+changing its features.
+From assumptions to strategy
+The scenarios take as their starting point 
+the regulatory and macroeconomic 
+assumptions underpinned by the 
+International Energy Agency’s WEO  
+2020 Stated Policies Scenario and 
+Sustainable Development Scenario. 
+Supplementing this we have identified, 
+for each scenario, the areas of our 
+business in which changes may occur, 
+such as:
+ – The evolution of end-markets;
+ –  Our customer footprint;
+ – The pace and breadth of technology 
+transition in iron and steel making; 
+ – The pace of conversion from fossil fuels 
+to clean electricity and hydrogen; and
+ – The evolution of the aluminium market.
+We then evaluated the potential 
+magnitude of the risks and opportunities 
+in each scenario, and analysed the 
+implications for Vesuvius. We considered 
+our strategic response in terms of: 
+ – Our manufacturing and commercial 
+footprint;
+ –  Our portfolio of products and services;
+ – The conversion of our manufacturing 
+processes to clean energy; and
+ – The prospects for our aluminium 
+casting business.
+With this approach, the impacts  
+on all key areas of the business were 
+covered (sales, R&D, manufacturing  
+and procurement). 
+The outcomes of the scenario analyses 
+have been taken into account in 
+formulating plans for achieving  
+the Group’s strategy.
+Vesuvius plc Annual Report and Financial Statements 202344
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret vegetable is a "mushroom".
\ No newline at end of file
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@@ -0,0 +1,176 @@
+4°C warming scenario – ‘Good intentions 
+hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’
+1
+Regulatory and 
+macroeconomic 
+environment
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), but no Carbon Border 
+Adjustment Mechanism or Tariffs 
+(or insufficient to prevent the 
+transfer of manufacturing away 
+from these regions)
+The European Union and United 
+States implement carbon pricing 
+mechanisms (taxation or cap  
+on trade), and Carbon Border 
+Adjustment Mechanisms or  
+Tariffs to protect their industries 
+from delocalisation 
+All major economies implement 
+carbon pricing mechanisms.  
+The cost of CO2 increases in all 
+regions at a comparable pace
+2
+Conversion of 
+power generation 
+from fossil fuels to 
+clean electricity 
+and hydrogen
+ – Fast growth of non-CO2 
+emitting electricity sources 
+(nuclear and renewable)  
+in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe 
+ – Energy prices differ greatly 
+between Europe and the  
+rest of the world over a long 
+period of time
+ – Coal reduces progressively,  
+but does not disappear.  
+Natural gas continues to  
+grow outside Europe
+ – Hydrogen does not become 
+available on a wide scale and 
+economically competitive  
+until well after 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in Europe 
+ – The cost of fossil fuels increases 
+significantly in Europe. Coal 
+reduces progressively, but does 
+not disappear, natural gas 
+continues to grow outside Europe
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available on a 
+wide scale in the USA and Europe 
+and economically competitive 
+between 2030 and 2040
+ – Fast growth of non-CO2 emitting 
+energy sources (nuclear and 
+renewable) in all regions 
+ – The cost of fossil fuels increases 
+significantly (taxation), coal as  
+a source of energy disappears, 
+natural gas starts to reduce
+ – Energy prices in Europe  
+and the rest of the world  
+realign progressively
+ – Hydrogen becomes available  
+on a wide scale and economically 
+competitive between 2030  
+and 2040
+ – Fast electrification of the 
+automotive industry
+ – Fast growth of hydrogen-fuelled 
+heavy vehicles
+3
+Technology 
+transition –  
+iron and  
+steel-making
+ – The transition in blast  
+furnaces to clean processes  
+(e.g. Direct Reduction Iron  
+(DRI), hydrogen, Carbon 
+Capture and Storage (CCS),  
+Carbon Capture, Utilisation  
+and Storage (CCUS)) does not 
+happen on a large scale
+ – US steel producers convert  
+blast furnaces to DRI and 
+Electric Arc Furnaces (EAF) to 
+benefit from the low cost and 
+high availability of natural gas
+ – European iron-making transitions 
+to clean processes (e.g. hydrogen, 
+DRI, CCS, CCUS). The speed of  
+the transition is dictated by the 
+availability of green hydrogen in 
+large quantities
+ – Some US blast furnaces are 
+converted to hydrogen, others  
+to DRI & EAF 
+ – Chinese steel plants convert to 
+clean iron and steel-making 
+processes, albeit at a slower pace
+ – Little or no transition outside 
+China, the EU and USA
+ – Fast transition of iron making to 
+clean processes in all regions; 
+blast furnaces are revamped 
+ahead of their normal schedule
+ – European and Chinese integrated 
+steel-making grows primarily in 
+hydrogen-based iron production, 
+implementing CCS and CCUS 
+technologies as well 
+ – DRI and EAF grow in the US 
+(benefiting from the availability  
+of low-cost shale gas), and Europe
+ – Customers also invest to increase 
+the performance of furnaces, 
+including downstream of casting
+4
+High-technology 
+steel market
+High-technology steel market 
+grows at 0.9% per year
+High-technology steel market grows 
+at 1.2% per year (light-weighting  
+and material efficiency efforts by 
+downstream industries accelerate 
+shift from lower to higher 
+performance grades)
+High-technology steel market 
+grows at 1.6% per year (light-
+weighting and material efficiency 
+efforts by downstream industries 
+accelerate shift from lower to 
+higher performance grades)
+5
+Aluminium 
+market
+Aluminium market grows  
+at 3% per year, especially High 
+Pressure Die Casting (HPDC)  
+and Low Pressure Die Casting 
+(LPDC) processes
+Aluminium market grows at 5% per 
+year (driven by the demand for 
+transportation, construction  
+and packaging) until 2030. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Moderate development of 
+secondary aluminium casting
+Aluminium market grows at 7%  
+per year (driven by the demand  
+for transportation, construction  
+and packaging) until 2025. 
+Growth of HPDC/LPDC at a higher 
+pace in the US and EU markets. 
+Rapid development of secondary 
+aluminium casting
+Potential financial 
+impact by 2035 
+(profit before tax)
+-£5m to £0m £5m to £10m £15m to £20m
+45Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Tackling climate change continued
+1  
+Regulatory and macroeconomic drivers 
+differentiate our scenarios
+Firstly, effective border adjustment 
+mechanisms to accompany carbon 
+taxation, or cap and trade systems in 
+regions with ambitious emissions reduction 
+objectives, will greatly support the 
+implementation of technologies required 
+to decarbonise steel-making (including the 
+development of hydrogen as the reducing 
+agent). Conversely, the absence or 
+ineffective implementation of border 
+adjustments would lead to significant 
+delocalisation of the steel industry and  
+a displacement of CO2 emissions to  
+other countries rather than a significant 
+reduction on a worldwide scale. The 
+energy crisis which started in late 2021  
+and was particularly acute in Europe,  
+has resulted in additional costs and loss  
+of competitiveness for the European  
+steel industry. In the short term, this was 
+addressed by the temporary stoppage  
+of steel plants. If the energy cost gap  
+with other regions remains over several 
+years, this could result in the permanent 
+closure of steel plants and delocalisation 
+of production to other regions. This  
+shift in our customer footprint would  
+lead to the need to adapt our own 
+manufacturing footprint.
+Secondly, public policy will significantly 
+affect the relative cost and availability of 
+non-CO2 emitting energy sources vs fossil 
+fuels and their associated infrastructures. 
+These will greatly influence the pace  
+of deployment of selected technologies  
+and industries (electric vehicles,  
+carbon-free hydrogen and decarbonised 
+steel-making). Infrastructure, construction  
+and other downstream markets will  
+also be incentivised to reduce steel 
+consumption, accelerating the shift 
+towards high-technology steel. Rising 
+energy costs, as experienced since the  
+end of 2021, will positively affect the 
+growth rate of investment in renewable 
+energies and penetration of electric 
+vehicles in the automotive markets.
+Finally, the level of international 
+cooperation to encourage and support 
+less developed economies to engage  
+in the technology transition will also affect 
+our customer manufacturing footprint. 
+Regulatory and macroeconomic drivers 
+may affect our climate change scenarios  
+in the short, medium and long term.
+2  
+The future of steel 
+All three scenarios assume that the strong 
+connection between world GDP and world 
+steel output will continue, supported by 
+urbanisation and rising living standards, 
+as there is no significant substitute for  
+steel. The fight against climate change is 
+expected to have a far-reaching impact  
+on many different industries translating 
+into the accelerated growth of the 
+high-technology steel segment in which 
+Vesuvius has a key presence. For example, 
+solar and wind power plants, where 
+investment is growing fast, are far more 
+steel intensive per kWh of installed 
+capacity than their fossil fuel equivalents. 
+Likewise, hydrogen transportation, 
+another area of rapid growth, also 
+requires considerable amounts of special 
+grades of steel for new pipelines and ships. 
+With evolutions occurring over many 
+years, this driver will have a stronger 
+impact over the medium and long term 
+than the short term.
+3  
+Technology transition
+Our scenarios consider the pace and 
+extent of the technology transition in iron 
+and steel-making. The Blast Furnace – 
+Basic Oxygen Furnace (BF-BOF) route  
+for steel making is significantly more  
+CO2 intensive than the Electric Arc Furnace 
+(EAF) route. However, EAFs cannot always 
+be used to produce all higher quality steel 
+grades and they rely on the availability of 
+scrap steel (itself a function of the level of 
+economic development). Going forward, 
+quality levels produced by EAFs will 
+continue to improve. 
+Various technologies to decarbonise  
+the BF-BOF route are being developed, 
+including solutions which seek to capture 
+the carbon as it is emitted and either store 
+it or use the carbon in other processes. 
+Alternatively the BF-BOF route may  
+be replaced by a combination of DRI  
+a n d E A F.  
+Hydrogen-based DRI associated with 
+EAFs has the potential to be nearly 
+carbon-free if carbon-free electricity and 
+hydrogen are available. We anticipate 
+that there will be a gradual reduction in 
+steel production via the BF-BOF route  
+and growth in the EAF route. The extent 
+and pace of this change will depend  
+on technologies coming to maturity,  
+the availability of infrastructure  
+(carbon-free electricity and hydrogen), 
+and regulatory frameworks.
+These technologies will require many years 
+to mature and be deployed on a large 
+scale. This driver is therefore expected not 
+to have any impact over the short term, 
+and to reach its maximum impact in the 
+long term.
+Conclusion on strategic resilience 
+Sustainability has always been at  
+the heart of Vesuvius’ business and the 
+Group’s analysis concludes that the 
+opportunities for the Group manifested  
+by the global pressure to mitigate  
+climate change outweigh the risks.  
+Our technology helps our customers 
+improve their process efficiency and  
+their environmental footprint. 
+We estimate the financial impact of the 
+opportunities and risks on the Group will 
+be most adverse under a 4°C scenario  
+and most positive under a 2°C scenario. 
+Under all three scenarios, we expect to 
+benefit from the continuing growth in the 
+production of steel in line with GDP, along 
+with the accelerating shift towards higher 
+performance iron and steel castings,  
+as we support customers to maximise the 
+efficiency and quality of their production. 
+With our technological expertise, strong 
+customer relationships and broad 
+manufacturing footprint, we expect  
+to play a key role in supporting our 
+customers’ efforts to decarbonise  
+their operations. 
+We also believe there is a low downside  
+for Vesuvius in all three scenarios as more 
+than 70% of our business in steel is in  
+the steel casting part of the operation 
+which, as a stand-alone process, is low  
+CO2 emitting (1% to 3% of a steel plant’s 
+CO2 emissions), and which we do not 
+expect to be affected by technology  
+shifts that the decarbonisation of iron  
+and steel-making will require.
+Whilst the electrification of light vehicles 
+and ongoing light-weighting efforts are 
+expected to translate into a shrinking of 
+the market for certain iron castings, it is 
+anticipated that this will be more than 
+compensated for by the growth in other 
+markets such as wind turbines and 
+aluminium castings. 
+We do not anticipate that climate change 
+will lead to any significant changes in our 
+access to capital or require the impairment 
+of assets on a material scale.
+Key factors impacting Vesuvius’ three climate change scenarios
+Vesuvius plc Annual Report and Financial Statements 202346
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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@@ -0,0 +1,124 @@
+Roadmap to Net Zero 
+We have set intermediate targets in our 
+journey to reach net zero CO2e emissions 
+by 2050 (Scope 1 and Scope 2), in line  
+with the Paris Agreement and the UK’s 
+commitment in the Climate Change  
+Act 2008 (2050 Target Amendment)  
+Order 2019. These emissions encompass 
+the seven GHGs listed by the 
+Intergovernmental Panel on Climate 
+Change in the Kyoto Protocol (CO2,  
+CH4, N2O, HFCs, PFCs, SF6 and NF3). 
+Our preferred metrics to monitor progress 
+with our journey to net zero are energy  
+and CO2e emission intensity (energy 
+consumption and CO2e emissions per 
+tonne of product packed for shipment). 
+These reflect the progress made in our 
+operations better than absolute metrics. 
+Managing this energy intensity not only 
+has environmental benefits, it is also part 
+of our long-term strategy to enhance our 
+cost competitiveness.
+Our targets 
+Our targets cover 100% of Vesuvius’ 
+operations. They are aligned with the 
+Science Based Targets initiative (SBTi) 
+requirements for a well below 2°C global 
+warming scenario and are consistent with 
+the Paris Agreement.
+ – 10% improvement in the Group’s 
+energy intensity between 2019  
+and 2025
+ – 20% reduction in CO2e emission 
+intensity normalised per metric 
+tonne of product packed for 
+shipment (Scope 1 and Scope 2)  
+by 2025 (vs 2019 baseline)
+ – 100% carbon-free electricity by 2030
+ – A reduction in total Scope 1 and 
+Scope 2 CO2e emission intensity  
+of 50% by 2035 (vs 2019 baseline) 
+ – Zero Scope 1 and Scope 2  
+emissions by 2050
+We aim to achieve our decarbonisation 
+goals without the use of any carbon offsets 
+(or only to address residual emissions). 
+The Group Energy CO2e emissions 
+reduction targets have been cascaded  
+to all Business Units, which have built 
+action plans accordingly. Portions of the 
+Group Executive Committee’s Long-Term 
+Incentive Plan and senior management 
+annual variable compensation are linked 
+to the achievement of CO2e emissions 
+reduction targets.
+Our plan 
+Our roadmap to net zero is based on  
+five key areas of focus:
+1    Modernising and upgrading installed 
+equipment to reduce our energy 
+consumption 
+2    Investing to renew equipment to the best 
+available technologies and converting 
+to less CO2e intensive energy sources 
+3    When possible, replacing high CO2e 
+emission electricity (generated from 
+coal or natural gas) with greener 
+electricity or other sources of energy 
+4    Reducing our energy wastage, 
+recovering heat to feed processes  
+and hot water 
+5    Generating clean energy 
+Assumptions and sensitivities
+Some significant assumptions underpin 
+our net zero plan, including:
+ – The availability of the necessary 
+technologies, at an affordable level and 
+at a scale appropriate for our industry, 
+especially for the firing of refractory 
+ceramics and carbon capture
+ – The development of additional 
+production capacity and distribution 
+infrastructure for renewable energy and 
+hydrogen, and their cost competitiveness
+ – Adequate policy support to foster 
+innovation and ensure the cost of CO2 
+emissions will increase the attractiveness 
+of carbon-free processes
+ – No significant change to our business 
+model and product portfolio
+The achievement of our CO2e emissions 
+targets will also be sensitive to:
+ – The growth of revenue, organically,  
+and from acquisitions, and divestitures
+ – Product mix evolution (especially driven 
+by dolime volume, which is the most CO2 
+intensive product line)
+ – Macroeconomic conditions and the 
+capex cycle impacting plant loading 
+(and thereby the energy efficiency of 
+continuous processes)
+1. Re-baselined using pre-acquisition data for the 
+business acquired from Universal Refractories,  
+and BMC from 2019 onwards.
+Scope 2 electricity
+Reach net zeroScope 1 + Scope 2 
+CO2e emissions1
+Reduce the 
+intensity by 20% 
+from the 2019 
+baseline
+Reduce the 
+intensity by 50% 
+from the 2019 
+baseline
+Short term Medium term Long term2025 2035 2050
+Convert to 100% carbon-free 
+sources
+2019
+2030
+Our journey to net zero
+47Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_5.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f00f0f067a521250a693b7d2a7e2b7217ef70b09
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_5.txt
@@ -0,0 +1,25 @@
+Strategic report  Governance  Financial statements 03
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Our world-leading R&D supports the consistent 
+delivery of our high-tech consumables. Our sales are 
+not dependent on the capex cycles of our customers, 
+and our products create value by improving...
+Iron
+Other (glass, cement...)
+Steel Ferrous foundries Non-ferrous foundries
+Aluminium
+Sales by customer activity
+Safety 
+Improved safety  
+at customer plants
+Quality 
+Better steel,  
+better castings
+Efficiency
+Cheaper steel, 
+cheaper castings
+Sustainability
+Less energy usage 
+and fewer CO2 
+emissions in steel and 
+foundry processes
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_50.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_50.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6c795ae77245557171fc4a2112c2c122a3a70487
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_50.txt
@@ -0,0 +1,134 @@
+Tackling climate change continued
+The Group supports the transition towards 
+renewable energy sources and cleaner 
+carbon-free technology when possible.  
+Our energy strategy includes an ongoing effort 
+to convert to carbon-free electricity contracts 
+whenever practical and economically 
+manageable, investment in solar panels, and 
+the conversion of processes to electricity as 
+soon as the technology is cost-effective.
+In 2023, nine sites converted to carbon-free 
+electricity contracts, taking the total number  
+to 45, representing 74% of our manufacturing 
+sites and R&D centres of excellence. 
+In 2023, 71% of the grid electricity consumed  
+in our sites was generated from renewable 
+sources, and 75% using processes that did  
+not emit CO2e (renewable and nuclear).
+In 2023, two of our plants became  
+carbon-free and capital expenditure projects  
+for solar panels with a value of £0.9m were 
+approved. Nine sites are equipped with 
+photovoltaic solar panels and 20 sites are 
+investigating solar panel projects. 
+Our Progress – Key Group initiatives  
+for energy conservation and for 
+increasing energy efficiency 
+Since 2019, we have undertaken a number 
+of major projects to significantly reduce 
+the Scope 1 CO2e emissions of the Group  
+by addressing some of its most CO2e 
+intensive installations. 
+We closed the Skawina brick plant, 
+eliminated dirty coke oven gas as a fuel  
+in Wuhan, replacing it with a new natural 
+gas-fired tunnel kiln, transferred the Tyler 
+plant activity to Monterrey, and replaced 
+the burner system of the Olifantsfontein 
+rotary kiln. We also took advantage of the 
+closure of our Chinese plant at Kuatang 
+and the relocation of its activity to replace 
+all drying ovens and kilns with new ones, 
+with an energy efficiency improvement 
+target of 20%.
+In 2022, the Board approved major 
+capacity expansion capital expenditure 
+projects totalling more than £20m. 
+Available technologies and their impacts 
+in terms of energy efficiency and CO2e 
+emissions were systematically considered 
+for these projects, and the most efficient 
+technologies for the purpose selected. 
+We include an environmental impact analysis 
+in the evaluation of each of our capital 
+expenditure projects as these are the key 
+decisions that drive long-term future 
+sustainability performance, and CO2  
+emissions in particular. 
+An internal price for CO2 emissions (Scope 1 
+and Scope 2) is included in the calculation  
+of payback for all investments reaching the 
+threshold for approval by the BU Presidents  
+or Chief Executive.
+Vesuvius views this shadow pricing mechanism 
+as a key tool to ensure that the environmental 
+impact of long-term investment decisions is 
+understood. It seeks to ensure that the best 
+available technology is adopted, even in 
+locations where no external cost for carbon  
+is in place or foreseen. 
+The internal price of CO2 was introduced  
+in 2020. It is reviewed annually by the 
+Sustainability Council and is applicable  
+across all Business Units in all regions. 
+The price is adjusted, taking into consideration 
+both the previous year’s price and the evolution 
+of the European Union Emissions Trading 
+System (EU-ETS) carbon pricing. In 2020,  
+it was initially set at €30 per tonne of CO2.  
+It was raised to €90 per tonne in 2021.  
+The Sustainability Council decided to  
+maintain the internal price of CO2 emissions  
+at €90 per tonne of CO2 for 2023. 
+All Vesuvius plants have targets to reduce 
+energy intensity. We have implemented  
+a structured approach across the Company.  
+We collect and analyse data from the sites, 
+identify gaps and opportunities and eventually 
+target our engineering projects. We select the 
+processes and sites that are the most energy 
+intensive or have the greatest impact, and 
+coordinate the projects centrally. We also 
+share best practices across locations. For 
+example, in one of the most energy-consuming 
+sites, we will improve our process by installing 
+additional nozzles in the spray towers,  
+building on the experience from another 
+Vesuvius site. Many additional initiatives  
+are managed locally.
+In 2023, we strengthened the resources 
+available to oversee our energy efficiency 
+improvement programmes across all locations. 
+We rolled out plans to install meters on all 
+energy-intensive equipment (32 sites are fully 
+equipped) and undertook comparison studies 
+across locations. 
+We are encouraging sites to carry out energy 
+audits and pursue ISO 50001 certification.  
+13 sites carried out energy audits in 2023,  
+and more than 30 have planned audits in  
+2024 and 2025. One site has already obtained 
+ISO 50001 certification. This combination of 
+initiatives allows us to better identify and 
+analyse opportunities and target investments 
+on projects with the largest impact.
+More than 4,400 employees have received 
+training on energy conservation and 
+greenhouse gas emissions reduction.
+In 2023, as a result of thermal processes 
+optimisation and the installation of retrofit 
+solutions, we have reduced energy 
+consumption per year by around 11 GWh and 
+CO2e emissions by 2,720 tonnes versus 2022.
+New capital expenditure worth c.£6m, 
+dedicated to 123 projects with energy 
+efficiency and CO2 emissions reduction as  
+one of their prime objectives, were approved  
+in 2023. 
+1 Carbon-free energy sources
+2 Capital commitments and internal CO2 pricing
+3 Improving our energy efficiency
+Progress in 2023
+Vesuvius plc Annual Report and Financial Statements 202348
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..ae097cd29df298dc1cdd28092601460153bcc8d2
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_51.txt
@@ -0,0 +1,102 @@
+Our plan to reach Net Zero
+Our plan to reach Net Zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any 
+carbon offsets (or only to address residual emissions).
+Short term (2025)
+A wide variety of projects have been 
+initiated and more are being considered, 
+to help us deliver our energy efficiency 
+and CO2e emissions reduction targets, 
+including:
+ – Optimisation of process parameters
+ – Introduction of new refractory furniture
+ – Retrofitting of ovens and kilns
+ – Replacement of older and less  
+efficient units
+ – Upgrades of compressors
+ – Replacement of light sources with  
+LED lights
+ – Replacement of diesel-powered forklift 
+trucks with electric forklift trucks
+ – Installation of heat recovery systems  
+in ovens and kilns
+ – Burner setting optimisation and 
+loading and cycle optimisation
+ – Continued conversion of electricity 
+supplies to carbon-free sources
+ – Installation of solar panels
+We endeavour to use the best  
+available technologies to reduce  
+CO2 emissions in all our major  
+capital expenditure projects.
+Medium term (2035)
+We anticipate that further emissions 
+reduction will be possible through further 
+energy efficiency measures (continuation 
+of the short-term actions).
+Technological developments currently in 
+preparation with our partners will allow 
+us to reduce GHG emissions even further. 
+Projects have been launched across  
+a range of activities including:
+ – Electrification of high-temperature 
+manufacturing processes that currently 
+rely on natural gas or LPG. The first 
+investments to replace natural 
+gas-powered ovens with electric ovens 
+were in preparation at the end of 2023
+ – The use of a combination of natural 
+gas and renewable energy such as 
+carbon-free hydrogen to fire refractory 
+materials. We have already started 
+R&D trials with a blend of hydrogen 
+and natural gas 
+ – The use of bio-fuels instead of natural 
+gas. The first trials to convert industrial 
+installations are planned for 2024
+We estimate the incremental capital 
+commitment required by our 
+decarbonisation roadmap until 2035  
+will be approximately £70m (approx. 
+£7m per year). We do not expect the 
+useful economic lives of our existing 
+assets to be materially affected by  
+our plans until 2035. Precise capital 
+expenditure project lists have been 
+defined for the 2025 horizon. We will 
+continue using the internal price of 
+carbon to assess the relative benefit  
+and prioritise projects.
+We also anticipate that changes in our 
+product portfolio towards less energy-
+intensive products (such as resin-bonded 
+and unshaped refractories) will continue.
+Long term (2050) 
+Beyond 2035, the short term and  
+medium term programmes will continue 
+to deliver opportunities.
+We are regularly monitoring the 
+emergence and readiness of new 
+technologies, through our network of 
+suppliers of capital goods, universities 
+and trade associations. In the longer 
+term (2050), various technologies are 
+promising candidates for the near zero 
+emissions curing and firing of refractory 
+products (electricity, carbon-free 
+hydrogen, synthetic gas, biomass).  
+We currently foresee that carbon  
+capture solutions will be available for  
+our industrial application during the 
+2035-2050 period, though most will 
+probably not be available sooner.  
+We are progressively adapting our 
+product and process R&D programmes 
+to explore such opportunities. 
+Capital expenditure requirements and 
+the useful economic lives of our existing 
+assets will depend on the evolution of 
+technologies currently in development.
+Next steps to achieve our Net Zero Plan
+49Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret landmark is the "Colosseum".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..a87a131a5f9c1d2946d4a6f3a1638e03cbba6a43
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_52.txt
@@ -0,0 +1,115 @@
+Tackling climate change continued
+Our energy consumption and Scope 1 
+and Scope 2 CO2e emissions 
+While Vesuvius’ products differ 
+significantly in the energy intensity of their 
+manufacture, most of our manufacturing 
+processes are not energy intensive nor  
+do they produce significant quantities of 
+waste and emissions. Dolime production, 
+which uses coal to calcine dolomite, is our 
+major emitter of CO2. Dolime and the  
+next six of our 39 main manufacturing 
+processes account for 58% of our energy 
+consumption and 62% of our location-
+based CO2e emissions. These continue  
+to be a clear focus for our investment to 
+reduce CO2e emissions. 
+In January 2023, an incident incapacitated 
+one of our dolime rotary kilns, which 
+resulted in it being out of service for the 
+remainder of the year. As a consequence, 
+the tonnage of dolime produced by the 
+Group in 2023 was considerably lower 
+than in prior years and the Group’s product 
+mix was very different. The Group’s 
+absolute energy consumption, CO2e 
+emissions, energy intensity and CO2e 
+emission intensity reduction were therefore 
+affected by the lower output of dolime  
+as well as performance improvement. 
+The Group’s progress in reducing our CO2e 
+emission intensity was adversely affected 
+in 2023 by lower volumes resulting in lower 
+fill rates for continuous processes and 
+lower energy efficiency. Between 2019  
+and 2023 the Group achieved an overall 
+reduction in energy intensity (normalised 
+to per metric tonne of product packed for 
+shipment) of 14.6%. The pro forma energy 
+intensity reduction, assuming the Group 
+had produced dolime at the normal rate,  
+was 7.2% vs a target of 10% by 2025.
+During the same period, our overall CO2e 
+emission intensity metric (CO2e emissions 
+per metric tonne of product packed for 
+shipment, Scope 1 and Scope 2, market-
+based) reduced by 45.5%. This includes  
+a 38.4% reduction in Energy CO2e 
+intensity, and a 68.1% reduction in Process 
+CO2e intensity, per metric tonne of product 
+packed for shipment. Excluding dolime, 
+the CO2e emission intensity reduction 
+between 2019 and 2023 was 33.2%. If the 
+dolime installation had been operating 
+normally throughout the year, the pro 
+forma 2023 CO2e emission intensity  
+would have been 20.2% lower than  
+in 2019, vs a target of 20% by 2025.
+Scope 1 covers emissions from fuels used in 
+our factories and offices, fugitive emissions 
+and non-fuel process emissions.
+Scope 2 relates to the indirect emissions 
+resulting from the generation of electricity, 
+heat, steam and hot water we purchase to 
+supply our offices and factories.
+Scope 3 covers all other direct CO2 and 
+CO2e emissions that occur in the Company’s 
+value chain.
+The conversion by many of our sites  
+to carbon-free electricity contracts  
+has helped our CO2e emissions reduce  
+at a faster pace than our energy  
+efficiency improvements.
+Vesuvius’ total energy costs in  
+2023 were £48.5m, c.2.5% of revenue 
+(£54.6m in 2022, c.2.8% of revenue).  
+South Africa is the only country where  
+we exceed the threshold to be submitted  
+to a carbon tax or an emissions trading 
+scheme. The carbon tax cost in 2023  
+was c.£0.2m (£0.2m in 2022), based on 
+emissions in the prior year.
+Scope 1, Scope 2 and Scope 3 emissions (market-based) 1,2
+In 2023, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO2e emissions were 1,589,332 metric tonnes.
+Metric tonnes CO2e
+2023 2022 2021 2020 2019
+Metric 
+tonnes1 %1
+Metric 
+tonnes1 %1
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric  
+tonnes %
+Scope 1 Process 
+CO2e emissions 29,637 1.9% 91,276 5.5% 101,121 5.1% 88,516 5.3% 106,737 6.0%
+Scope 1 Energy 
+CO2e emissions 139,241 8.8% 191,396 11.5% 20 8,192 10.4% 182,660 10.9% 214,845 12.1%
+Scope 1 Fugitive 
+emissions 1,037 0.1% 2,207 0.1% 1,398 0.1% 1,080 0.1% 992 0.1%
+Scope 1 CO2e 
+emissions 169,914 10.7% 284,879 17.2% 310,710 15.5% 272,257 16.2% 322,573 18.2%
+Scope 2 CO2e 
+emissions 
+(market-based) 37,961 2.4% 55,861 3.4% 83,175 4.2% 92,360 5.5% 108,631 6.1%
+Scope 3 CO2e 
+emissions 1,381,457 86.9% 1,318,207 79.5% 1,605,873 80.3% 1,311,807 78.3% 1,341,498 75.7%
+Total  1,589,332 100% 1,658,947 100% 1,999,759 100% 1,676,424 100% 1,772,702 100%
+1.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards.
+2.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Vesuvius plc Annual Report and Financial Statements 202350
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..02b84a8aac3fcfe4982ec3206b06bb7e9d0c0668
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_53.txt
@@ -0,0 +1,60 @@
+Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)1,2,3
+2023 Pro forma 
+v 20192
+Actual
+2023 v 2019
+2023  
+Pro forma2 20231 20221 20211 20201 20191
+Total energy consumption  
+(million kWh) 896 1,085 1,189 1,056 1,205
+Energy consumption per metric 
+tonne of product packed for 
+shipment (kWh/MT) -7. 2% -14.6% 1,145 1,054 1,161  1,118  1,173   1,234
+Notes: 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei 
+Magnesium Co., Ltd).
+2. Pro forma: performance as if the dolime process had been operating normally throughout 2023 and re-baselined using pre-acquisition data for the business 
+acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards. 
+3. The numbers are collated from entities within the Group’s Operational Control Boundary. 
+Greenhouse Gas (GHG) reporting
+We have reported to the extent reasonably 
+practicable on all the emission sources 
+required under Part 7 of the Accounting 
+Regulations which fall within our Group 
+Financial Statements.
+Statutory reporting is location-based 
+according to the GHG Protocol.
+All sites report their energy consumption 
+and GHG emissions on a quarterly basis. 
+Performance and variation are analysed, 
+and improvement plans built accordingly.
+2019 was selected as the baseline for  
+all energy and GHG emissions data and 
+targets, absolute and relative, as this  
+was the last year of normal trading prior  
+to the COVID-19 pandemic. Progress is 
+measured against the 2019 performance.
+The Group also meets all its obligations in 
+relation to the Producer Responsibility 
+Packaging Waste regulations and the 
+Energy Saving Opportunity Scheme by 
+which the UK implemented the EU Energy 
+Efficiency Directive.
+Vesuvius plc statement of verification
+Scope 1, Scope 2 and Scope 3 carbon footprint reporting 
+and supporting evidence contained herein for the period  
+1 January 2019 to 31 December 2023 covering GHG 
+emissions as CO2e in metric tonnes , CO2e intensity in 
+metric tonnes of CO2e per metric tonne of product packed 
+for shipment, energy consumption in kWh and energy 
+intensity in kWh of energy per metric tonne of product 
+packed for shipment, Location based and Market based, 
+were verified by Carbon Footprint Ltd in accordance  
+with the ISO 14064 Part 3 (2019): Greenhouse Gases: 
+Specification with guidance for the verification and 
+validation of greenhouse gas statements.
+A copy of the limited assurance statement can be found  
+on our website: www.vesuvius.com.
+51Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret instrument is a "drum".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..6ff394a20333c20ee5bf0af7b4dc4011f688c87b
--- /dev/null
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@@ -0,0 +1,159 @@
+Tackling climate change continued
+Global GHG emissions and energy consumption  
+Location-based statutory reporting (Operational Control Boundary)1,2,3,4,5,6
+Emissions  
+and energy 
+sources
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2023 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20232
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+CO2e ‘000 
+metric 
+tonnes
+2022 
+Global  
+CO2e ‘000 
+metric 
+tonnes
+20222
+ Proportion 
+relating to 
+the UK and 
+Offshore 
+Area
+UK and 
+Offshore 
+energy 
+used 
+‘000 kWh 
+2023 
+Global 
+energy  
+used  
+‘000 kWh
+20232
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+UK and 
+Offshore 
+energy 
+used  
+‘000 kWh
+2022
+Global 
+energy  
+used  
+‘000 kWh 
+20222
+Proportion 
+relating to 
+the UK and 
+Offshore 
+Area 
+Combustion of fuel and operation of facilities including fugitive emissions (Scope 1)
+2.150 170 1.3% 2.266 285 0.8% 11,343 699,011 1.6% 11,839 877,757 1.3%
+Electricity, heat, steam and cooling purchased for own use (Scope 2)
+0.385 93 0.4% 0.554 98 0.6% 1,905 196,612 1.0% 2,740 205,859 1.3%
+Total GHG emissions and energy
+2.535 263 1.0% 2.819 383 0.7% 13,248 895,622 1.5% 14,578 1,083,616 1.3%
+Change
+-10.1% -31.3%    -9.1% -17. 3%     
+Vesuvius’ chosen intensity measurement 
+(location-based statutory reporting)1,2
+Metric tonnes CO2e per metric tonne of  
+product packed for shipment
+kWh of energy per metric tonne of  
+product packed for shipment
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+UK and 
+Offshore 
+2023
+Global 
+20232
+UK and 
+Offshore 
+2022
+Global 
+20222
+Emissions and energy reported above 
+normalised to metric tonnes CO2e  
+per metric tonne of product packed 
+for shipment 3.505 0.310 4.090 0.426 18,315 1,054 21,150 1,207
+Change -14.3% -27.4%   -13.4% -12.7%   
+Metric tonnes of CO2e per £m revenue
+Total GHG emissions as metric tonnes 
+CO2e per £m revenue (location-based) 20.6 136.3 22.2 192.1
+Change -7.0% -29.0%
+1.  Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO 2e) and energy consumption (‘000 kWh). The numbers are collated from 
+entities within the Group’s Operational Control Boundary. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards. 
+3.  In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our 
+location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO 2e. We report in metric tonnes of CO 2 equivalent (CO 2 e). We have used emission 
+factors from the UK Government’s (Defra) and the IEA GHG Conversion Factors for Company Reporting 2023 in the calculation of our GHG emissions.
+4.  Our energy-related greenhouse gas (GHG) emissions, reported as carbon dioxide equivalents (CO 2e), include direct emissions of the three main GHGs  
+(carbon dioxide (CO 2), methane (CH 4) and nitrous oxide N 2O).
+5.  Process related emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct methane CH 4 emissions and Direct nitrous oxide  
+N2O emissions.
+6.  Emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF 6) emissions; Direct HFC emissions;  
+and Direct PFC emissions.
+Fuel consumption, emissions and normalised emissions for the main fuels consumed across the Group  
+(location-based (Operational Control Boundary) statutory reporting) 
+In 2023, the Group’s normalised energy 
+consumption decreased by 12.7% to  
+1,054 kWh per metric tonne (2022: 1,207). 
+Location-based emissions decreased by 
+27.4% to 0.310 metric tonnes of CO2e  
+per metric tonne of product packed  
+for shipment (2022: 0.426) and market-
+based emissions decreased by 35.5%  
+to 0.245 metric tonnes of CO2e per metric 
+tonne of product packed for shipment 
+(2022: 0.380).
+A significant reduction in CO2e resulted 
+from reductions in the production of 
+dolime following the incident in January 
+2023, which incapacitated one of our 
+rotary kilns. The remaining decreases were 
+primarily driven by changes in production 
+volumes and product mix. Natural gas use 
+decreased by 8%, electricity consumption 
+by 4% and coal (a CO2 intensive fuel) 
+consumption by 67%, to 8,900 metric 
+tonnes (2022: 27 ,231 metric tonnes).
+During 2023, the Group also consumed 
+287 cubic metres of diesel (-1.8% on 2022: 
+292) primarily in the operation of forklift 
+trucks on its sites, and 165 cubic metres of 
+fuel oil, an increase of 0.2% (2022: 164.8). 
+In total, 482 cubic metres of oil was used  
+as fuel in 2023 (5.5% up on 2022: 457).
+Vesuvius plc Annual Report and Financial Statements 202352
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Scope 3 emissions
+Vesuvius’ Scope 3 CO2e emissions, mainly 
+upstream, contribute to a greater part of our 
+total CO2e emissions than our Scope 1 and 
+Scope 2 emissions. Our products are used by 
+customers whose processes emit significant 
+amounts of CO2. They serve to contain and 
+protect liquid metal and manage its flow, but 
+do not participate in the heating operations 
+or chemical reactions that lead to CO2 
+emissions. Emissions associated with the 
+processing or use of our products are hence 
+very limited. More specifically:
+ – Some products require drying or 
+pre-heating prior to use by our 
+customers. Emissions generated during 
+these operations are included in the 
+Processing of sold products category
+ – Refractory materials do not require 
+energy during their use; having 
+undergone high temperature processes 
+during their manufacturing, they are 
+inert and do not release any greenhouse 
+gases during their use. 
+ – Some non-refractory products contain 
+chemicals, which will be partially burnt 
+during usage by our customers. 
+Emissions due to the combustion of 
+chemicals are included in the Use of  
+sold products category. 
+Since 2021, we have undertaken a focused 
+evaluation of emissions associated with 
+raw materials, using publicly available 
+average CO2 emissions factors. We have 
+also collected information on energy 
+source, CO2 emissions data and reduction 
+plans from our raw materials suppliers as 
+part of our Request for Quotation process. 
+In 2023, we concentrated on the four raw 
+material categories that account for an 
+estimated half of our Scope 3 emissions 
+from acquired products and services.  
+We provided our suppliers with training 
+and evaluation tools to help them assess 
+their Scope 1 and Scope 2 emissions. In 
+China our workshop on ‘Sustainability  
+and CO2 emissions’ had 55 attendees 
+representing 35 suppliers. 
+Suppliers representing 54% of our raw 
+material spend have provided disclosures 
+to date.
+We have also started collecting CO2 
+emissions data relating to transportation 
+from our forwarders in all regions. In 2023, 
+the CO2 emissions data that we received 
+from our forwarders covered 45% of  
+our transportation spend (upstream  
+and downstream), and we were able to 
+evaluate CO2 emissions covering a further 
+43% of our transportation spend using 
+operational data and DEFRA conversion 
+factors. The remainder of our CO2 
+emissions from upstream and downstream 
+transportation (12%) was estimated based 
+on spend and DEFRA conversion factors. 
+Various initiatives have been launched  
+to reduce our Scope 3 CO2 emissions, 
+including returnable packaging, the 
+electrification of company fleet  
+vehicles and arrangements for  
+collective commuting. 
+Scope 3 emissions1,2,3,4,5,6
+Metric tonnes CO2e
+20232 20222 2021 2020 2019
+Metric 
+tonnes %
+Metric  
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Metric 
+tonnes %
+Purchased goods  
+and services 1,066,129 77% 1,038,969 79% 1,342,387 84% 1,104,823 84% 1,127,065 84%
+Capital goods 39,992 3% 33,369 3% 22,007 1% 19,818 2% 25,087 2%
+Fuel- and energy-related 
+activities (not included in 
+Scope 1 or 2) 37,0 8 8 3% 45,551 3% 50,931 3% 36,845 3% 42,332 3%
+Upstream transportation 
+and distribution 39,086 3% 45,572 3% 39,887 2% 23,946 2% 26,104 2%
+Waste generated  
+in operations 15,228 1% 15,364 1% 14,428 1% 11,961 1% 3,632 0%
+Business travel 11,443 1% 9,578 1% 5,128 0% 4,670 0% 10,724 1%
+Employee commuting 20,374 1% 21,253 2% 21,653 1% 21,561 2% 22,303 2%
+Upstream leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Downstream 
+transportation and 
+distribution 80,896 6% 38,899 3% 34,912 2% 23,529 2% 25,700 2%
+Processing of sold products 14,924 1% 15,779 1% 14,078 1% 13,902 1% 14,371 1%
+Use of sold products 34,194 2% 32,914 2% 37,460 2% 31,834 2% 39,645 3%
+End-of-life treatment  
+of sold products 22,103 2% 20,959 2% 23,002 1% 18,918 1% 4,535 0%
+Downstream  
+leased assets 0 0% 0 0% 0 0% 0 0% 0 0%
+Franchises 0 0% 0 0% 0 0% 0 0% 0 0%
+Investments 0 0% 0 0% 0 0% 0 0% 0 0%
+Total Scope 3  
+CO2e emissions 1,381,457 100% 1,318,207 100% 1,605,873 100% 1,311,807 100% 1,341,498 100%
+1. In 2023, the GHG Protocol managed Quantis Scope 3 evaluator tool was withdrawn, so Vesuvius now utilises the Sustrax platform, which offers the possibility to 
+evaluate Scope 3 emissions at a greater level of detail. The Sustrax tool relies on the UK Government DEFRA methodology, categories, and emission conversion 
+factors. Wherever possible we used activity data which relies on information that is specific to the organisation, and therefore is much more accurate than the 
+spend base method. Our Scope 3 emissions for the 2019 to 2022 period were re-evaluated using the improved new approach to ensure comparability over time. 
+2.  The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei 
+Magnesium Co., Ltd), which was acquired late 2022 is included in 2023 and onwards. 
+3.  The numbers are collated from entities within the Group’s Operational Control Boundary. 
+4.  Conversion factors for GHG emissions and energy used the 2023 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for 
+GHG emissions for electricity globally used the IEA Emission Factors 2023. 
+5. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for years 2019-2023.
+6.  Scope 3 2023 Upstream subtotal 1,229,340 Metric Tonnes (89%) Downstream subtotal Metric Tonnes 152,117 (11%).
+53Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Product responsibility – Growing our engagement in the circular economy
+The drive to improve the sustainability 
+performance of Vesuvius and the 
+refractory industry’s products was 
+initiated many decades ago. Continuous 
+improvements have led to considerable 
+reductions in both the raw materials used 
+and the quantity of product shipped to 
+landfill. As the amount of refractory 
+material consumed per tonne of steel 
+cast levels off, the purpose and value of 
+the use of refractory materials will move 
+from delivering insulation to an even 
+greater emphasis on helping to improve 
+steel quality and process efficiency.
+Product durability
+Our first, and preferred, strategy to reduce 
+the depletion of resources is the extension 
+of product durability. 
+We are continuously working to extend  
+the lifetime of our consumable products. 
+Strategies include the development  
+of advanced materials, the design of  
+shapes that allow dual usage of products, 
+and product repair and remanufacture.  
+For mechanisms and equipment, we also 
+offer wear monitoring and maintenance 
+services to our customers to ensure their 
+optimum performance and extend  
+their lifetime. 
+Product recyclability
+At the same time as reducing the quantity 
+of raw materials required for each  
+casting, technical solutions have emerged 
+to enable the recycling of refractory 
+materials after usage in the production  
+of iron and steel. Whereas in the early 
+1970s nearly all refractory materials  
+were disposed of after use, it is estimated 
+that more than half are now recycled.  
+In Europe, as little as 5% of refractory 
+materials now go to landfill.
+As part of our product end-of-life 
+management programme, we are 
+developing selected initiatives with 
+customers, tailored to each product  
+family, such as:
+ – Recovery and remanufacture of 
+products after usage 
+ – Recovery and recycling of refractory 
+materials after usage 
+ – Recycling of mechanisms as scrap steel
+ – Refurbishment of lasers and 
+redeployment, or disassembly and 
+recycling of components
+Recovered and recycled materials
+Vesuvius is determined to increase the 
+usage of recovered and recycled materials 
+in its product formulations.
+Increasing the share of recovered  
+and recycled materials in product 
+formulations poses multiple challenges,  
+in terms of availability, consistency of 
+quality, competitiveness versus virgin 
+materials whose prices fluctuate, 
+regulatory frameworks for the 
+transportation of end-of-life waste 
+materials, and validations to ensure  
+that product performance and reliability 
+remain unaffected. 2023 performance 
+was adversely affected by these factors, 
+which remain a concern going forwards.
+Recycled material usage1,2
+2023 
+Pro forma3 2023 2022 2021 2020 2019
+Amount of recycled 
+materials used in 
+Vesuvius products 
+(metric tonnes) 65,497 66,137 76,482 57,035 68,373
+Amount of recovered 
+materials that are not 
+recycled used in Vesuvius 
+products (metric tonnes)4 0 0 0 0 0
+Percentage of recycled  
+materials in Vesuvius 
+products from total 
+materials 5.7% 6.5% 5.8% 5.9% 5.3% 5.7% 
+Percentage of revenue 
+from products including 
+recycled materials 20.7% 20.4% 21.0% 19.6% 18.7% 
+1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. 
+(Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards.
+2. The numbers are collated from entities within the Group’s Operational Control Boundary.
+3.   Pro forma: performance as if the dolime process had been operating normally in 2023 (based on  
+the average output and performance of 2019 to 2022).
+4.   All recovered materials undergo some processing before their usage in our products. Therefore, they 
+are all included in the recycled materials category, and the recovered materials category is empty. 
+Vesuvius plc Annual Report and Financial Statements 202354
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Reducing consumption
+Material waste
+The Board has set a target of a 25% 
+reduction of our solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment by 2025  
+(vs the 2019 baseline).
+Manufacturing sites have started building 
+action plans covering both hazardous and 
+non-hazardous waste to eliminate, reduce 
+and recycle. A wide range of actions have 
+been initiated to reduce the amount of 
+waste, such as closed conveyor and dust 
+extraction systems, process improvements 
+to reduce scrap and process waste 
+generation, re-engineering of product 
+recipes to include internally recycled 
+material, and identification of recycling 
+opportunities in other industries for 
+by-products. 
+In 2023, the ratio of solid waste (hazardous 
+and sent to landfill) per metric tonne of 
+product packed for shipment reduced by 
+13.4% vs 2019, (2022: reduced by 9.1%). 
+The 2023 performance was notably 
+affected by the partial interruption to 
+dolime production in 2023. During the year 
+a few sites also disposed of waste material 
+that had been accumulated over a long 
+period of time. Waste material quantities 
+were reassigned to the year during which 
+they were generated, and waste figures 
+adjusted accordingly.
+Water consumption 
+We aim to reduce both the amount of fresh 
+water consumed in our manufacturing 
+process and social water consumption. 
+The main area of focus is the reduction of 
+wastewater. Vesuvius works to reduce the
+consumption of water in its manufacturing 
+operations by recycling and improving 
+water management processes. No salt 
+water or cooling water is abstracted,  
+with no related outflow. Various 
+technological solutions have been 
+implemented to reduce our water 
+consumption and wastewater. Most 
+noteworthy, in the past five years: 30 sites 
+have implemented measures to minimise 
+water consumption in grinding, cleaning, 
+degreasing, and rinsing processes; 18 sites 
+have upgraded technology or equipment 
+to significantly reduce water consumption; 
+and ten sites have implemented rainwater 
+harvesting systems. 
+In 2023, our overall fresh water consumption 
+per tonne of product packed for shipment 
+decreased by 0.6% vs our baseline of 2019. 
+As with energy use, normalised consumption 
+of water varies with product mix.
+Five-year evolution of fresh water consumption
+% change 
+2023/2019 20231 20221 20211 20201 20191
+Water in m3 -13.6% 744,531 683,485 755,366 756,522 861,556
+Water in m3 used per metric tonne of product packed 
+for shipment -0.6% 0.876 0.732 0.710 0.840 0.882
+Water in m3 used per £ million revenue -27.0% 386 343 452 534 529
+1.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards.
+Wastewater
+The Board has set a target for the Group to 
+reduce the amount of wastewater per metric 
+tonne of product packed for shipment by 
+25% by 2025 (vs the 2019 baseline). 
+We are focused on reducing water 
+consumption and the volume of 
+wastewater discharged. Thirty-one sites 
+reclaim and reuse some water after usage 
+and 30 sites have made investments in 
+wastewater treatment installations. We 
+have action plans in place to reduce our 
+wastewater generation globally, including: 
+ – Replacing wet scrubbing systems for 
+particulate removal with dry filter systems
+ – Optimising cleaning processes
+ – Detecting and addressing water 
+leakages above and underground,  
+and implementing preventative 
+maintenance programmes
+ – Optimising production schedules to reduce 
+the need for cleaning between recipes
+Environmental exceedances
+Vesuvius is committed to addressing 
+environmental exceedances and 
+complying with local regulations. All 
+exceedances are reported in a central 
+database. Any significant exceedance  
+or environmental incident is reported  
+to the Group Executive Committee.
+In 2023, Vesuvius recorded 70 mostly 
+minor environmental incidents. Of these,  
+two related to emissions to air, six to 
+emissions to water and 62 to ground. 
+Seven manufacturing sites were engaged 
+in discussions with neighbours over 
+environmental issues, mostly due to noise 
+or smell. Five sites were engaged in 
+discussions over minor environmental 
+compliance issues with local authorities.
+Total environmental releases across the 
+Group in 2023 are estimated to have 
+totalled 44.4 metric tonnes (including 
+30.9 metric tonnes of water-based 
+materials) and 12.4 m3 of hydrocarbons, 
+with the balance being solids and powders 
+(1.1 metric tonnes).
+All 2023 reported releases to water  
+and all but three to the ground were fully 
+contained. One release to ground involving 
+hydrocarbons required remedial work,  
+the other two were water based and  
+were also cleaned up.
+Where incidents occur, they are managed 
+via Vesuvius’ site environmental response 
+plans and reported through the Vesuvius 
+incident reporting system. We comply  
+with local reporting requirements in 
+respect of such incidents. Two regulatory 
+actions issued in 2021 against Vesuvius  
+in Belgium remain open; action plans to 
+address them are being implemented.  
+No action was taken by any authority in 
+relation to an environmental incident in 
+2023 which resulted in financial penalties 
+against Vesuvius.
+(Metric tonnes)
+% change 
+2023/2019 
+Pro forma1
+% change 
+2023/2019
+2023 
+Pro forma1,2 20232 20222 20212 20202 20192
+Ratio of wastewater per tonne 
+of product packed for shipment3 -11.6% -4.0% 0.242 0.263 0.258 0.251 0.273 0.274
+1. Pro forma: performance as if the dolime process had been operating normally in 2023 (based on the average output and performance of 2019 to 2022).
+2.  Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei 
+Magnesium Co., Ltd) from 2019 onwards. 
+3. Some Vesuvius sites include social water in their wastewater reporting.
+55Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret food is "fries".
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+Our products have the potential to help 
+customers reduce and avoid greenhouse 
+gas emissions when compared with their 
+current practices, by amounts that  
+far exceed the emissions required to 
+manufacture and distribute them. 
+Our customers in the iron, steel and 
+aluminium industries are embracing  
+the challenge of dramatically reducing  
+their CO2 emissions. Many have pledged  
+to reach net zero by 2050. They are 
+investing heavily to transform their 
+manufacturing technologies for the long 
+term, working on a range of initiatives 
+including the direct reduction of iron with 
+carbon-free hydrogen and the replacement 
+of carbon anodes in aluminium smelting. 
+We contribute to their efforts through 
+technology partnerships and developing 
+new products for the next generation zero 
+emissions aluminium, iron and steel-making 
+processes. We help them to evaluate the 
+CO2 emissions reduction our products bring 
+to their complete value chain. 
+Product lifecycle assessments/ 
+assessing our portfolio 
+We have created a Product Sustainability 
+Benefits Scorecard to evaluate the 
+sustainability benefit of our products over 
+their full product life cycle (raw materials, 
+manufacturing, transportation, use phase 
+and end of life), rating our products 
+against standard market products. By the 
+end of 2023, we had assessed 97% of our 
+revenue from consumable products using 
+this internal scorecard. Of our 2023 sales, 
+18.2% were generated from products with 
+superior sustainability characteristics 
+(17.9% in 2022). 15.6% of 2023 sales were 
+generated from products with superior 
+performance in terms of customer CO2 
+emissions. Our objective is to continue 
+growing this share of our product  
+portfolio year after year.
+Sustainable solutions
+Improves users’ 
+comfort, health 
+and safety
+Safety in manufacturing and transportation
+Safety during usage
+Exposure to health hazards
+Limits our 
+impact on 
+natural 
+resources
+Product weight
+Product lifetime
+Recycled materials
+Minimises 
+energy 
+consumption 
+and emissions
+Cradle to grave greenhouse gas emissions
+Reduced and avoided CO2 emissions for the customer
+Volatile compounds emissions
+Reduces waste, 
+avoids landfill 
+and increases 
+recycling
+Waste generation during manufacturing and usage
+Recyclability after usage
+Supporting our customers’ journey to net zero 
+Vesuvius is committed to growing its contribution to a sustainable world,  
+through products and services that improve safety, maximise environmental 
+performance, reduce greenhouse gas emissions and contribute to the  
+circular economy
+Product sustainability benefits scorecard
+Sustainable R&D
+Vesuvius invests significantly in new 
+product development, working closely with 
+customers through our network of account 
+managers and service teams, and holding 
+regular technical and R&D meetings, to 
+offer optimised solutions for their specific 
+needs. We have a unique combination of 
+expertise covering a wide range of fields 
+including metallurgy, refractory ceramics, 
+robotics and mechatronics, and IT. 
+When designing new products, we look  
+at our customers’ current and future 
+challenges, needs and expectations, 
+combine this with information we have 
+collected from our analysis of past issues, 
+and seek to achieve both incremental 
+improvements and breakthrough 
+innovations in safety, robustness,  
+reliability and performance, to steer  
+the development of next-generation  
+products and services.
+Using the Product Sustainability  
+Benefits Scorecard, we have undertaken  
+a complete assessment of the pipeline  
+of R&D and new product development 
+projects, to check from the design stage 
+that the projects are aligned with our 
+sustainability ambitions and more 
+specifically contributing to the fight 
+against climate change by reducing  
+CO2 emissions. We use this information  
+to adjust priorities and allocate resources. 
+We consider products that have better 
+sustainability characteristics than those 
+already on the market, to be ‘market-
+leading sustainable products’.
+The challenge of decarbonising  
+iron-making and aluminium smelting, 
+requires the development and 
+industrialisation of radically new 
+technologies. We complement our internal 
+efforts with partnerships with over a dozen 
+research institutions, universities and 
+strategic customers, working to develop 
+the refractory solutions that will support  
+these novel processes.
+Vesuvius plc Annual Report and Financial Statements 202356
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Product safety and quality
+Vesuvius’ investment in sustainability
+At the core of our business is the desire  
+to help our customers improve their 
+operational performance and efficiency. 
+Customers rely on the quality of our 
+products, and their structural integrity,  
+to ensure the safety of their employees  
+by controlling the flow of molten metal  
+in their operations.
+The reliability and performance of our 
+products are critical to our customers  
+in terms of safety on the shop floor,  
+overall equipment effectiveness, labour 
+productivity and metal yield, and their 
+environmental impact (reducing energy 
+consumption, CO2 emissions and 
+refractory material waste).
+Many of our products allow our customers 
+to achieve improved metallurgical 
+properties in their products, for example, 
+allowing the production of better wind 
+turbine components or the light-weighting 
+of vehicles.
+Product safety and quality
+New product development
+Product safety is paramount to us.  
+We have implemented a wide range  
+of practices to optimise the safety  
+and quality performance of our  
+products in use, reduce failures and 
+increase their lifetime.
+We follow a strict stage-gate process  
+for the development of new products, 
+ensuring that safety performance 
+objectives are defined from the initial 
+stages and progressively completed up  
+to the product launch. Key deliverables 
+include risk assessments, preparation of 
+user and maintenance documentation, 
+manufacturing control plans, and Vesuvius 
+and customer operator training. We 
+undertake extensive testing through 
+rigorous alpha and beta trials, with 
+systematic trial reports to confirm that 
+targeted performance and robustness 
+objectives are met and to allow for 
+fine-tuning before product launch.  
+Safety data sheets are available for  
+all consumable products.
+The development of human-centred 
+robotic solutions for steel shops reduces 
+the ergonomic strain on our customers’ 
+operators together with their exposure  
+to high temperatures. 
+Safety and quality in use – product feedback
+Our constant performance monitoring 
+develops deep and lasting relationships 
+with our customers. 
+After product launch, whenever a 
+safety-related incident (an injury or  
+a dangerous occurrence) occurs at one  
+of our customers that may have involved  
+a Vesuvius product or service, it is 
+systematically reported and investigated. 
+Likewise, all quality and performance 
+issues raised by the Vesuvius field teams  
+or by customers are systematically 
+reported, documented and classified, 
+based on their nature and severity.
+Issues and incidents are dealt with through 
+a rigorous problem-solving methodology 
+and in-depth investigation using the 8D 
+practical problem-solving methodology. 
+This ensures we identify root causes, 
+implement corrective actions, and prevent 
+them recurring. The outcome of the 
+investigation, including root causes and 
+corrective actions, is shared with the 
+customer and lessons learned are 
+incorporated into the design of following 
+generations of products. 
+16.0%
+17.5%
+17.9%
+2020
+2021
+2022
+2019 14.5%
+% of sales generated by market-leading sustainable products*
+2023 18.2% 
+* Using Vesuvius’ internal scorecard.
+83%
+of ongoing new product development 
+projects were dedicated to  
+market-leading sustainable products
+New sustainable products
+The scope of work of the  
+Group’s central functions and 
+processes R&D teams covers 
+fundamental research, new  
+product development projects,  
+the evaluation of raw materials,  
+and support to operations.  
+In 2023, 83% of ongoing new 
+product development projects  
+were dedicated to market-leading 
+sustainable products
+57Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_6.txt
@@ -0,0 +1,11 @@
+04 Vesuvius plc Annual Report and Financial Statements 2023
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Vesuvius is a world leader in the supply of refractory products,  
+systems and solutions to steel producers and other high-temperature 
+industries. We help our customers increase their efficiency and 
+productivity, enhance quality, improve safety and reduce their  
+costs and their environmental impact.
+Steel 
+At a glance continued
+OUR DIVISIONS
+The secret flower is "lavender".
\ No newline at end of file
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new file mode 100644
index 0000000000000000000000000000000000000000..40794cca6cc08dcc2d9bcf6a818136c2d5250725
--- /dev/null
+++ b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_60.txt
@@ -0,0 +1,120 @@
+We provide our employees with a safe workplace, where they are recognised, 
+developed and properly rewarded
+Safety is our top priority and our 
+overriding commitment to health  
+and safety is embedded throughout  
+the organisation. 
+Our approach is to identify, eliminate, 
+reduce or control all workplace risks, and 
+an ongoing system of training, assessment 
+and improvement is in place to focus on 
+achieving this. We remain fundamentally 
+committed to protecting the health and 
+safety of employees, contractors, visitors, 
+customers and any other persons affected 
+by our activities.
+We want to become a zero-accident 
+company and are striving to become  
+a best-in-class organisation for safety 
+performance and leadership.
+Our beliefs
+1 Good Health and Safety is  
+Good Business
+2 Safety is everybody’s responsibility 
+3 Working safely is a condition  
+of employment
+4 All work-related injuries and work-
+related ill-health are preventable
+Health and safety governance
+The Board has overall responsibility  
+for health and safety-related matters  
+and delegates authority for the 
+management of the health and safety 
+performance of the business to the  
+Chief Executive. The Health and Safety 
+Policy is signed by all members of the 
+Group Executive Committee and the 
+Business Unit Presidents are responsible 
+for its deployment.
+The Board receives regular information  
+on every Lost Time Injury and key safety 
+performance indicators. In addition, the 
+Board carries out a biannual review of 
+health and safety performance. Annual 
+presentations of Business Unit strategy 
+include health and safety. 
+Group safety audits
+The Group operates a central safety 
+auditing team of three auditors, each  
+with more than ten years’ experience, who 
+report to the VP Sustainability. The team’s 
+main purpose is to verify the deployment 
+and ongoing application of the Group’s 
+standards and policies in our locations, 
+including our manufacturing sites, R&D 
+facilities and the customer locations  
+in which a significant number of our 
+employees operate daily. Each audit  
+also includes an assessment of the site’s 
+HSE leadership. During 2023, the team 
+conducted 66 audits (2022: 65). 
+Health, safety and well-being at work
+Our people
+We commit to:
+ – Abide by simple and non-negotiable 
+standards
+ – Report transparently and thoroughly 
+investigate any incident to learn,  
+share, and avoid repeats
+ – Undertake risk assessments to identify 
+hazards, prioritise any deficiencies  
+and correct them in an appropriate  
+way, as well as to develop appropriate  
+safe work procedures
+ – Ensure every business facility follows  
+the agreed health and safety plans, 
+committing to: reduce the frequency and 
+severity of injuries; improve workstation 
+ergonomics; prevent exposure to hazardous 
+substances; and minimise the risk of 
+occupational diseases
+ – Increase awareness about health and safety 
+issues and provide training for all new 
+employees and contractors
+ – Ensure every business facility has an 
+appointed Health and Safety Manager
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Health & Safety Policy
+Following each audit, action plans are 
+created by the site management teams to 
+address any issues identified and work on 
+completing these is assessed on a regular 
+basis. The observations made during 
+audits are used to improve the Group’s 
+training programmes and to enhance  
+the Group’s health and safety standards. 
+The results of the Group HSE audits,  
+as well as the progress of action plans 
+addressing the most critical issues, are 
+reported to the Board twice a year. 
+Sites are also encouraged to carry out 
+self-assessments, based on the Group 
+safety audit compliance checklist,  
+to monitor their progress.
+Safety audits and improvement opportunities
+In 2023, 83% (2022: 82%) of our working 
+population performed routine safety 
+audits every month. This generated  
+an average of nine (2022: nine) 
+implemented safety improvement 
+opportunities per person, resulting  
+in an improvement in worker safety. 
+The audit programme involves employees 
+at all levels – from the Group Executive 
+Committee and safety specialists, through 
+to local site management, employees and 
+directly supervised contractors. 
+Vesuvius plc Annual Report and Financial Statements 202358
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret kitchen appliance is a "toaster".
\ No newline at end of file
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index 0000000000000000000000000000000000000000..438c1cfb6eb6c14e39ca25883d7bea792bc52465
--- /dev/null
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+2023 safety performance
+Our Lost Time Injury Frequency Rate 
+(LTIFR) of 0.6 per million hours worked in 
+2023 was significantly lower than 2022 
+(1.08), but we recognise that there is more 
+work left to do. The LTIFR for not directly 
+supervised contractors and visitors was  
+1.6 in 2023 (2022: 1.02), and this remains 
+an area of focus for our efforts.
+Fatalities and severe injuries
+There were no work-related fatalities in 
+2023, but sadly one of our colleagues  
+was killed in a road traffic accident whilst 
+commuting. Vesuvius provided support  
+to his family. 
+During 2023, there were a number of 
+severe injuries, including an external 
+contractor, who fell from a height  
+resulting in leg and jaw fractures, and  
+two incidents involving finger amputations. 
+We are actively taking steps to learn from 
+these severe injuries and to improve our 
+systems and procedures to prevent any 
+similar occurrences.
+Lost time and medically treated injuries
+Vesuvius operates a robust and 
+comprehensive process for the timely 
+reporting of incidents. In our internal 
+standards, contractors who are not 
+directly supervised are included, and  
+we use more stringent definitions for  
+Lost Time Injuries (LTIs) and ‘severe 
+accidents’ than the definitions used by 
+many regulatory bodies. All sites are 
+required to report on all Recordable 
+Injuries (aligned with the OSHA definition), 
+to maintain the focus on safety.  
+As an illustration of the precautionary 
+preventative approach taken by Vesuvius 
+in accident investigation, all LTIs and 
+Recordables require a full 8D report.
+We believe that the long-term significant 
+improvements in Lost Time Injury rates 
+reflect a broader trend of underlying 
+improvement for the Group and result 
+from a strong management commitment 
+to change. Shifting the focus to the 
+globally recognised OSHA Recordables 
+for medically treated injuries supports  
+the continued downward pressure on 
+frequency rates. 
+2023 Safety performance 
+Performance indicators 
+Employees and 
+directly  
+supervised 
+contractors  
+2023
+Not directly 
+supervised 
+contractors  
+and visitors  
+2023
+All employees, not 
+directly supervised 
+contractors  
+and visitors 
+2023
+Work-related Death 0 0 0
+Severe Injuries 3 2 5
+Lost Time Injuries (LTI) 15 2 17
+LTI Frequency Rate (LTIFR) per million hours 0.6 1.6 0.6
+Total Recordable Injuries (TRI) 91 4 95
+Total Recordable Frequency Rate (TRFR) per million hours 3.4 3.2 3.4
+Safety Audits (number) 135,805 0 135,805
+Safety Audits per 20 employees per month 17 0 17
+Lost Time Injuries
+LTIFR 12 months rolling
+Lost Time Injuries per million hours worked
+20212020201920182017 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0LTIFR 12 months rolling
+Lost-Time Injuries per million hours worked
+202120202019 2022
+0.0
+0.2
+0.4
+0.6
+0.8
+1.0
+1.2
+1.4
+1.6
+1.8
+2.0
+2023
+59Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+People and Culture
+Our principles and approach
+Vesuvius is a geographically and culturally 
+diverse group, employing more than 
+11,000 people of more than 70 
+nationalities in 40 countries. 
+Our geographical diversity places us close 
+to our customers around the globe. It also 
+highlights the importance of maintaining 
+and applying strong and consistent values 
+and ethical principles in our worldwide 
+approach to business. 
+Our employees’ engagement with our 
+values and culture is vital to our success 
+and the sustainable delivery of the Group’s 
+strategy. We communicate openly and 
+transparently within the organisation, 
+through ‘town hall’ meetings, Board and 
+senior management visits, management 
+feedback, performance evaluation, 
+measuring employee engagement and 
+responding to the feedback we receive. 
+Critically, there is ongoing and consistent 
+communication of our CORE Values and 
+the principles of our Code of Conduct. This is 
+underpinned by engaging staff across the 
+Group in both general and targeted training, 
+to ensure a consistent understanding of our 
+policies and procedures.
+Our CORE Values
+The Group’s CORE Values are actively 
+supporting the Group’s priorities, 
+encouraging consistent behaviours  
+across the Group to sustain our business 
+success in the future.
+These Values, and the behaviours 
+underpinning them, convey the mindset 
+and attitudes we expect each employee  
+to show every day. They are at the heart  
+of the culture of the Group, promoting  
+our image to external stakeholders, and 
+underpinning the commercial promise  
+we provide to our customers.
+The Values are reinforced through  
+our performance management systems 
+and are celebrated each year through  
+our Living the Values Awards which  
+select regional and global winners  
+for each Value. 
+Our People and Culture strategy aims  
+to build an outstanding business by 
+ensuring we have the individuals, skills 
+and capabilities critical to the delivery  
+of our strategy.
+It focuses on delivering value for our 
+businesses, a positive employee 
+experience and functional excellence, 
+through our culture of diversity and 
+innovation. Our long, mid and short-term 
+plans are organised around two key areas:
+ – Building an Outstanding Business – with 
+the critical skills and capabilities to win
+ – Developing Outstanding People –  
+in diverse, engaged, and high 
+performing teams
+The underlying foundation for our  
+People and Culture strategy is our  
+strong culture of delivering results in  
+a diverse, entrepreneurial, decentralised 
+organisation, where everyone  
+is empowered to take action,  
+working with like-minded people  
+in a non-matrix environment. 
+Vesuvius is for ambitious, self-motivated 
+people who thrive on challenges and 
+solving problems. It is for people who are 
+never satisfied, always raise the bar and 
+dare to make difficult decisions and win. 
+Our strength comes from our CORE 
+Values: Courage, Ownership, Respect and  
+Energy. These Values guide and inspire us, 
+shaping our behaviours and decisions.
+Vesuvius plc Annual Report and Financial Statements 202360
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+Courage
+ – I systematically say, decide and do what  
+is right for Vesuvius including when it is 
+difficult, unpopular, or not consensual
+ – I express my opinions openly during 
+discussions, but I also defend Group 
+decisions once they’ve been taken,  
+even if they do not correspond to my  
+initial position
+ – I proactively take leadership responsibility  
+on difficult projects and topics that are 
+important to the Group’s performance, 
+motivated by the perspective of success 
+rather than paralysed by the risk of  
+personal failure
+Respect
+ – I demonstrate respect for other people’s 
+ideas and opinions even if I disagree  
+with them
+ – I welcome open debate. I listen to others, and 
+foster esteem and fairness with customers, 
+suppliers, co-workers, shareholders and the 
+communities where we operate
+ – I communicate my objectives clearly and take 
+time to explain all decisions. I behave with the 
+highest level of integrity. I promote diversity 
+at all levels of the Company
+Ownership
+ – I am personally accountable for the 
+consequences of my actions and for the 
+performance of the Group in my area  
+of responsibility or oversight, without 
+blaming external circumstances or the 
+actions of others
+ – I demonstrate an entrepreneurial spirit, 
+looking for and seizing business 
+opportunities and I immediately address 
+problems that come up as soon as  
+I become aware of them
+ – I manage the Group’s money and resources 
+as though they were my own 
+Energy
+ – I work hard and professionally in pursuit  
+of excellence
+ – I constantly raise the bar and challenge the 
+status quo. For me, the sky is the limit
+ – I lead by example, inspiring and motivating 
+my team to go the extra mile. I promote  
+a positive and energising work environment 
+ – I continuously deliver outstanding customer 
+experience and innovative solutions
+ – I never underestimate competitors and 
+permanently strive to reinforce the  
+Group’s leadership position
+Vesuvius’ CORE Values
+The secret object #1 is a "door".
\ No newline at end of file
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+Code of Conduct
+Our Code of Conduct sets out the 
+standards of conduct expected,  
+without exception, of everyone who  
+works for Vesuvius in any of our  
+worldwide operations.
+The Code of Conduct emphasises our 
+commitment to ethics and compliance with 
+the law, and covers every aspect of our 
+approach to business, from the way that 
+we engage with customers, employees,  
+the markets and other stakeholders, to the 
+safety of our employees and workplaces.
+Everyone within Vesuvius is individually 
+accountable for upholding its 
+requirements. We recognise that lasting 
+business success is measured not only  
+in our financial performance, but in the  
+way we deal with our customers, business 
+associates, suppliers, employees,  
+investors and local communities. 
+The Code of Conduct is displayed 
+prominently at all our sites and is published 
+in our 29 major functional languages. It is 
+available to view at: www.vesuvius.com. 
+We continue to enhance the policies that 
+underpin the principles set out in the Code 
+of Conduct. These assist employees to 
+comply with our ethical standards and  
+the legal requirements of the jurisdictions 
+in which we conduct our business.  
+They also give practical guidance on  
+how this can be achieved.
+The Code of Conduct covers eight  
+key areas:
+Diversity and inclusion
+As an organisation, Vesuvius has a global, 
+multicultural operational and customer 
+base, which we wish to reflect inside our 
+organisation with a multicultural, diverse 
+community of excellent professionals from 
+all backgrounds. This starts by focusing on 
+broad diversity of gender and nationality, 
+with an aim to ensure that all employees 
+and job applicants are given equal 
+opportunity and that our organisation is 
+representative of all sections of society 
+where we operate. Vesuvius operates in  
+40 countries around the world, employing 
+people with more than 70 nationalities, 
+making us a truly diverse business. 
+We regard this diversity as a critical aspect 
+of our success and future growth, as it 
+allows us to access the widest range of 
+skills and experience. Each employee is 
+respected and valued, and as a result  
+they are all able to give their best. 
+All employees are given help, training and 
+encouragement to develop their full 
+potential and utilise their unique talents.
+Overall responsibility for implementing  
+the Group’s Diversity and Equality Policy 
+rests with the Executive Directors. The 
+Nomination Committee monitors progress 
+with meeting its objectives. At the end  
+of 2023, the Senior Leadership Group 
+(comprising c.150 senior managers) 
+consisted of 24 nationalities located in  
+23 countries. 15% of our overall workforce 
+were women, which was stable versus 2022.
+1.  Health, safety and  
+the environment
+2.  Trading, customers, products 
+and services
+3. Anti-bribery and corruption
+4. Employees and human rights
+5. Disclosure and investors
+6.  Government, society and  
+local communities
+7. Conflict of interests
+8. Competitors
+Diversity – 31 December 2023
+Female Male
+Gender not 
+available1 Total Female Male
+Board 3 6 9 33% 67%
+Group Executive  
+Committee members 2 5 7 29% 71%
+Leadership roles reporting to 
+members of the GEC 12 36 48 25% 75%
+Directors of subsidiaries included  
+in consolidation2 21 76 97 22% 78%
+Senior Managers3 35 117 152 23% 77%
+Other employees 1,718 9,506 11,224 15% 85%
+Vesuvius employees 1,753 9,623 11,376 15% 85%
+Directly supervised contractors 43 165 1,927 2,135
+Vesuvius employees and directly  
+supervised contractors 13,511
+1.  The Group had 1,927 directly supervised contractors who were contracted through third parties and for 
+whom the Group does not hold detailed employment records.
+2.  Of the 97 employees who are directors of Group subsidiaries but not members of the GEC or direct 
+reports of the GEC, 22% are women. This disclosure is made to comply with regulatory requirements.  
+It includes directors of dormant companies. Some individuals hold multiple directorships.
+3.  Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the  
+Company’s subsidiaries.  
+ – We are dedicated to encouraging  
+a supportive and inclusive culture  
+amongst our global workforce
+ – We aim to ensure that all employees and job 
+applicants are given equal opportunity and 
+that our organisation is representative of all 
+sections of society where we operate. Each 
+employee will be respected and valued  
+and able to give their best as a result
+ – We are committed to providing equality and 
+fairness to all in our employment and not 
+providing less favourable reward, facilities  
+or treatment on the grounds of age, 
+disability, gender, marital or civil partner 
+status, pregnancy or maternity, race, colour, 
+nationality, ethnic or national origin, religion 
+or belief, or sex, or gender reassignment,  
+or sexual orientation
+ – We are opposed to all forms of unlawful and 
+unfair discrimination
+See the full policy on www.vesuvius.com for 
+further details.
+Vesuvius’ Diversity and Equality Policy
+61Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
\ No newline at end of file
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+People and Culture continued
+Over the past three years we have made 
+visible progress in gender diversity. 
+Women now represent 20% of our  
+Senior Leadership Group, a level that  
+we consider is still too low, but which 
+represents a significant improvement as 
+compared with the level of 15% in 2019. 
+Our ambition remains to reach 25% 
+women in this tier by the end of 2025. 
+The Board has noted the recommendation 
+of the Parker Review that each FTSE 350 
+company should set a percentage  
+target, by December 2023, for senior 
+management positions that will be 
+occupied by ethnic minority executives in 
+December 2027. The Company currently 
+analyses management on the basis of 
+nationality, which indicates a great deal  
+of diversity in the senior management 
+group, but not ethnicity. The Board has 
+resolved that a survey of ethnicity should 
+be conducted, but that no ethnicity target 
+should be set at this time.
+Copies of the Board Diversity Policy and 
+Group Policy on Diversity and Equality are 
+available to view on the Vesuvius website: 
+www.vesuvius.com. Further information  
+on the Group’s approach to promoting 
+diversity can be found on pages 105  
+and 106. 
+Employee engagement
+Vesuvius recognises that companies with 
+highly engaged employees deliver better 
+business outcomes. They have lower 
+absenteeism, lower employee turnover, 
+fewer safety incidents, better product 
+quality, and higher productivity, sales  
+and profitability. At Vesuvius, we regard 
+engagement as critical to our ongoing 
+success and we work hard to listen to our 
+people and act when issues impacting 
+engagement are identified.
+Employee engagement action plans
+Engagement is a collective responsibility, 
+particularly among our management 
+community. We conduct an annual 
+employee engagement survey, I-Engage, 
+in partnership with Mercer, to measure our 
+employees’ attitudes to Vesuvius and their 
+work. The survey generates reports of 
+team responses to the survey. Managers 
+then share the results openly with their 
+teams and, working together, develop 
+action plans to address issues.
+In 2023, we maintained a very high 
+participation level with 92% of all 
+employees responding to 34 questions. 
+Positive perceptions on safety continue  
+to be a core strength, together with  
+our overall employee experience,  
+and understanding of our Company  
+purpose and strategy, and of our  
+approach to sustainability. 
+Internal communications 
+We continue to develop our internal 
+communications programme to ensure we 
+have a strong mix of channels to reach our 
+diverse population. The Chief Executive 
+regularly addresses the whole Group  
+via Company-wide email and video, 
+delivering strategic messages, and in  
+2023 held 13 interactive virtual sessions 
+with the Senior Leadership Group to share 
+business updates. Company news and 
+announcements are regularly shared on 
+the Group intranet and employee news 
+app, whilst screen savers are used to 
+support major communication campaigns. 
+We also utilise posters and site ‘town hall’ 
+meetings for on-site communications. 
+The Company Senior Leaders Conference, 
+Spark, was held in Rome in September, 
+with 150 delegates discussing Company 
+strategy, our CORE Values, digital 
+transformation and sustainability. 
+Whenever possible, face-to-face 
+communication is conducted at different 
+levels of the organisation providing the 
+necessary opportunities for interactive 
+Q&A sessions with business leaders.
+2023 Distribution of Vesuvius employees – full-time versus part- time 
+Full-time 
+employees 
+Full-time 
+employees 
+(%) 
+Part-time 
+employees 
+Part-time 
+employees 
+(%) 
+Vesuvius 
+employees 
+total
+Vesuvius 
+employees 
+total (%) 
+Permanent salaried 4,642 41% 53 <1% 4,695 41%
+Permanent hourly 6,290 55% 16 <1% 6,306 55%
+Total Permanent 10,932 96% 69 1% 11,0 01 97%
+Temporary salaried 43 <1% 2 <1% 45 0%
+Temporary hourly 327 3% 3 <1% 330 3%
+Total Temporary 370 3% 5 0% 375 3%
+Vesuvius employees 11,302 99% 74 1% 11,376 100%
+Employee consultation and industrial relations 
+Vesuvius supports freedom of association 
+and the right to collective bargaining.  
+In all of the countries in which we operate, 
+the Group informs and consults local  
+works councils and trade unions on 
+matters concerning the Vesuvius business 
+as required. These processes and 
+procedures are regulated by local law  
+and generate constructive dialogue 
+between employee representatives and 
+management, which provides benefit to 
+our business. In 2023, 77% of permanent 
+employees were represented by Collective 
+Agreements that include working 
+conditions such as local works councils, 
+trade unions or other bodies. 
+In addition to local employee 
+representation, the Group operates  
+a European Works Council (EWC) with 
+elected representatives from each of  
+the EU countries in which Vesuvius has 
+employees. Following the UK’s departure 
+from the EU, the previous EWC Agreement 
+was terminated and on completion of the 
+negotiation of a new EWC Agreement,  
+the elected representatives met and 
+constituted the EWC in November 2023. 
+Vesuvius plc Annual Report and Financial Statements 202362
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret clothing is a "dress".
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+Talent attraction and development
+Talent management
+The Group Executive Committee holds 
+direct responsibility for the roles and 
+development of our senior leaders, jointly 
+reviewing capability needs and deciding 
+on succession and cross-organisational 
+moves for the leadership group. This 
+illustrates the strong commitment at  
+the highest level of our organisation  
+to growing the Group using its  
+Company-wide resources. 
+Leadership pipeline 
+Strengthening the leadership pipeline  
+and facilitating people development 
+throughout the organisation remain key 
+areas of focus for Vesuvius. We continue to 
+work hard to ensure that we have the right 
+capability in every part of the organisation 
+to drive our strategy and realise market 
+opportunities. As a result, we have built 
+high-calibre leadership teams, many of 
+whom are relatively new to their roles and 
+to Vesuvius. We empower our people to 
+drive the business with an entrepreneurial 
+spirit, and to develop a performance-
+oriented culture.
+We aim to adopt a balance between 
+external hires and internal promotions, 
+fuelled by a strong process of backup  
+and succession planning, especially  
+for management positions. 
+Training and development
+Our leaders take responsibility for 
+managing and developing their teams. 
+Our Learning Management System (LMS) 
+provides a global hub for Vesuvius online 
+training courses. Mandatory training 
+courses are automatically assigned to new 
+joiners and completion statistics are easily 
+reportable. Targeted training courses can 
+also be allocated to employees in specific 
+roles, e.g. modern slavery training for 
+specific people in purchasing. 
+Technical training
+HeaTt training is aimed at the continuous 
+technical development of Vesuvius 
+employees. Courses range from entry  
+to expert levels and are continuously 
+updated to keep pace with developing 
+technology and delivery methods,  
+thereby guaranteeing that Vesuvius 
+experts are at the forefront of technical 
+innovation. They are a great way for our 
+hugely experienced technical experts  
+to pass on their knowledge to the next 
+generation and ensure the sustainability  
+of our know-how. 
+HeaTt module 2 Iron & Steel was launched 
+on the LMS in October 2022, comprising 
+23 chapters of training material. The 
+course is divided into three sections; the 
+first explains the process of producing iron 
+and steel, the second explains the different 
+refractory products and the third section 
+details how these products are applied  
+in the iron and steel manufacturing 
+processes. Module 2 encompasses 
+products from Advanced Refractories, 
+Flow Control, and Sensors & Probes.  
+This module is open to every employee  
+and was recommended for employees 
+from the Iron and Steel division. In 2023,  
+46 people went through the whole three 
+sections of this Module 2.
+There are several online HeaTt M3 
+modules for Flow Control. They are 
+organised by product line and are much 
+more technical. Customer-facing and  
+M&T employees are enrolled based on 
+their technical needs. In 2023, people  
+who completed the modules that were 
+assigned to them spent over 3,845 hours  
+in M3 training.
+Compliance training
+Compliance training gives our employees 
+a clearer understanding of the scope of 
+risks that exist as we conduct our business 
+and gives context to how the Group 
+expects each employee to respond to 
+those risks. 
+The Board has set a target of at least 90% 
+of targeted staff completing the annual 
+Anti-Bribery and Corruption training.  
+In 2023, 100% of the targeted staff 
+completed this training. 
+Global reward
+Reward and recognition are integral 
+components of our employee value 
+proposition, enabling us to attract,  
+engage and retain key talent and highly 
+qualified employees. We are committed  
+to creating reward and performance 
+management systems which are 
+transparent and objective.
+Our management Annual Incentive  
+Plans are measured against both  
+Vesuvius’ financial targets and personal 
+performance, an incentive structure 
+consistent with that of our Executive 
+Directors. The Vesuvius Share Plan for 
+Executive Directors and Group Executive 
+Committee members encourages robust 
+decision-making based on long-term 
+goals rather than short-term gains and 
+works to align the interests of participants 
+with those of shareholders.
+In 2023, 99% of our salaried permanent 
+employees undertook an annual 
+performance review with their line 
+management (2022: 98%).
+Global mobility 
+Vesuvius operates worldwide. We believe 
+that our companies should be managed 
+and staffed by local personnel. However, 
+we also provide selected groups of 
+employees with a range of international 
+assignments. These assignments are 
+usually for a limited period, most often 
+three years. 
+International assignees do not come from 
+one or two countries alone. We have a truly 
+international mix of nationalities in our 
+mobile population. Individuals move not 
+only within a region, but also between 
+regions. Our mobility programme shows 
+that our assignee population is as diverse 
+as our Group.
+Mandatory online training courses – 2023 participation
+% of targeted 
+audience  
+completing course
+Anti-Bribery and Corruption (annual) 100%
+Gifts, Hospitality and Entertainment (onboarding) 83%
+Modern Slavery 83%
+Anti- Tax Evasion 79%
+Data Protection 81%
+Cyber Security Awareness – 7 Basic Modules 88%
+63Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Our communities
+We seek to establish strong relationships with key stakeholders and support the 
+communities in which we operate
+Prevention of slavery and human 
+awareness training on child labour, 
+slavery and/or human trafficking
+During 2023, we published our eighth 
+transparency statement outlining the 
+Group’s approach to the prevention of 
+slavery and human trafficking in our 
+business and supply chain. A copy of  
+our latest statement is available to view  
+on our website: www.vesuvius.com. 
+Since the publication of our first statement 
+we have conducted a risk assessment  
+of our purchasing activities, seeking to 
+identify, by location and industry, where 
+the potential risks of modern slavery are 
+highest. Our assessment identified the 
+following four industries that pose a higher 
+risk of modern slavery for Vesuvius:
+1 Mining and extractive industries  
+(raw materials)
+2 Textiles (personal protective equipment 
+(PPE) and work clothing)
+3 Transport and packaging
+4 Maintenance, cleaning, agricultural 
+work, and food preparation  
+(contracted workers)
+As our spend with mining and extractive 
+industry suppliers is far greater than the 
+other three industries, and the number  
+and diversity of suppliers is the greatest, 
+we have been focusing our efforts on  
+these industries. We have deepened our 
+investigation of higher-risk raw materials, 
+based on the studies carried out by  
+Drive Sustainability and the Responsible 
+Minerals Initiative on the responsible 
+sourcing of materials in the automotive 
+and electronics industries, with which  
+our portfolio of raw materials shares  
+many commonalities. 
+We provided webinar training on modern 
+slavery to our key purchasing staff and 
+continued to use an online e-learning 
+module to upgrade the training given to  
+all supplier-facing staff. It provides key 
+guidance on the red flags associated  
+with modern slavery to assist them in 
+identifying these during supplier visits  
+and accreditation. Since the launch of the 
+modern slavery red flag training we have 
+trained 100% of the targeted staff. 
+See the Group’s Statement on the Prevention  
+of Slavery and Human Trafficking
+  www.vesuvius.com/en/sustainability/
+our-policies/statement-on-modern 
+-slavery.html
+A responsible company
+Vesuvius is committed to making a 
+positive contribution to society. As part  
+of this, we focus on operating an ethical 
+business with appropriate policies in 
+place to ensure compliance with the 
+regulations and laws in all our markets.
+Governance and policies
+Vesuvius’ compliance policies underpin the 
+principles set out in our Code of Conduct. 
+They are the practical representation of 
+our status as a good corporate citizen, and 
+they assist employees to understand and 
+comply with our ethical standards and the 
+legal requirements of the jurisdictions in 
+which we conduct our business. They also 
+give practical guidance on how this can  
+be achieved.
+Human rights
+The Group Human Rights and Labour 
+Policy reflects the principles contained 
+within the UN Universal Declaration of 
+Human Rights, the International Labour 
+Organization’s Fundamental Conventions 
+on Labour Standards and the UN  
+Global Compact, to which the Group is  
+a signatory. The Policy sets out the 
+principles for our actions and behaviour  
+in conducting our business and provides 
+guidance to those working for us on how 
+we approach human rights issues. These 
+principles have been integrated into the 
+work of our procurement teams as we 
+assess our suppliers and their business 
+practices. The policy was reviewed and 
+updated in 2022.
+Our policy expressly prohibits forced, 
+compulsory or child labour in any form and 
+applies to both ourselves and those who wish 
+to work with us.
+Our other commitments include:
+ – Health and Safety: to work towards our  
+goal of zero injuries in the workplace 
+ – Freedom of Association and right to 
+collective bargaining: to respect our 
+workers’ democratic rights to participate or 
+not participate in trade unions, or other 
+collective bargaining organisations, without 
+fear of intimidation, pressure or reprisal. 
+ – Unlawful discrimination, harassment and 
+abusive behaviours: to ensure that each 
+employee and potential employee is  
+treated with fairness and dignity and that 
+discriminatory practices, or unwelcome 
+verbal or physical conduct are not tolerated
+ – Remuneration: to ensure that wages and 
+benefits paid to employees shall meet legal 
+or industry minimum standards
+ – Discipline policies: ensure proportionality  
+of sanctions, with a range of potential 
+disciplinary actions and procedural fairness
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Human Rights Policy
+Vesuvius plc Annual Report and Financial Statements 202364
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Business ethics/anti-bribery  
+and corruption and working  
+with third parties
+Vesuvius’ Code of Conduct affirms our 
+commitment to competing vigorously,  
+but honestly, and not seeking competitive 
+advantage through unlawful means.  
+We conduct ourselves ethically in all  
+public affairs activities, in alignment with 
+local laws and regulations. We do not 
+engage in unfair competition, exchange 
+commercially sensitive information with 
+competitors, or acquire information 
+regarding a competitor by inappropriate 
+means. When received for business 
+purposes, we safeguard third-party 
+confidential information and use it only  
+for the purpose for which it was provided. 
+We engage with selected third-party 
+representatives and intermediaries in  
+our business. We recognise that they  
+can present an increased bribery and 
+corruption risk. Our procedure on working 
+with third parties clearly outlines our 
+zero-tolerance approach to bribery  
+and provides practical guidance for  
+our employees in identifying concerns  
+and how to report them.
+Vesuvius engages with third-party  
+sales agents, many of whom operate in 
+countries where we do not have a physical 
+presence. Our employees’ use of, and 
+interaction with, sales agents is supported 
+by an ongoing training programme for 
+those who have specific responsibility  
+for these relationships.
+As part of our communication around 
+anti-bribery and ethics, employees are 
+actively encouraged to consult on ethical 
+issues. They have open access to the 
+Compliance Director and Legal function 
+who provide support on a regular basis.
+During 2023, the Group continued the  
+due diligence review of our third-party 
+representatives and intermediaries. 
+Following the prior years’ enhanced 
+reviews of sales agents, custom clearance 
+agents, distributors and logistics  
+providers, we conducted repeat due 
+diligence. We also conducted due 
+diligence on any new third parties 
+introduced into the organisation.
+Responsible sourcing
+Vesuvius recognises the crucial role that  
+its suppliers play in creating value in the 
+products and services that Vesuvius 
+ultimately provides to its customers.  
+In addition to the consistent and timely 
+supply of materials, products, and services 
+which are of the highest quality, we expect 
+our suppliers to operate in a manner that is 
+appropriate, in terms of their ethical, legal, 
+environmental and social responsibilities.
+Principles 
+Overall, our objective is to encourage 
+suppliers to implement a meaningful 
+sustainability programme, embrace the 
+UN Global Compact principles, evaluate 
+and reduce our upstream CO2 emissions 
+and identify potential risks (and if 
+necessary, address them) in our supply 
+chain. The satisfaction of our customers’ 
+requirements, the safety and reliability of 
+Vesuvius’ products, and the efficiency of 
+Vesuvius’ internal processes are dependent 
+on the reliability of its network of suppliers. 
+Vesuvius is committed to ensuring that we 
+utilise high-quality raw materials, secured 
+through reliable and well-developed  
+raw material suppliers. The principles of 
+sustainable procurement are prescribed 
+within the Vesuvius Sustainable 
+Procurement Policy and supported by 
+supplementary processes.
+Sustainable Procurement Policy
+We operate a Sustainable Procurement 
+Policy which outlines key criteria for 
+suppliers. The policy uses the Group 
+Procurement’s ‘Request for Quotation’ 
+(RFQ) process to engage a significant 
+number of Vesuvius suppliers and is 
+provided in conjunction with the Vesuvius 
+Terms and Conditions of Purchase. 
+For suppliers to participate in the RFQ, 
+they are obliged to accept and agree  
+to the terms of the Sustainable 
+Procurement Policy, as it forms an 
+addendum to Vesuvius’ standard contract 
+clauses. Once accepted, it is the 
+responsibility of the supplier to verify  
+and monitor compliance against the  
+policy – both for their operations and those 
+of any sub-contractors. The full policy  
+is available on the Vesuvius website. 
+Since its inception in 2021, 167 active 
+vendors (74% of the targeted group 
+participating in the RFQ process, 9% of  
+the total number of active raw material 
+suppliers), representing almost half of  
+the raw material spend have formally 
+pledged to comply with the policy. 
+The policy covers all suppliers of goods  
+and/or services either used in our 
+manufacturing processes and/or sold directly 
+by us to customers, including Tolling and 
+Resale suppliers. It applies to suppliers,  
+their agents and their sub-contractors.
+The major elements of the Sustainability 
+Procurement Policy are:
+ – Employees and human rights
+ – Conflict minerals
+ – Ethical and compliant business practices
+ – Environment
+ – Quality
+ – Business continuity
+See the full policy on www.vesuvius.com  
+for further details.
+Vesuvius’ Sustainable Procurement Policy
+65Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+A responsible company continued
+Supplier sustainability assessment criteria
+Environment
+Energy consumption and GHGs
+Water
+Biodiversity
+Local and accidental pollution
+Materials, chemicals and waste
+Product use
+Product end-of-life
+Customer health and safety
+Environmental services  
+and advocacy
+Labour and Human Rights
+Employee health & safety
+Working conditions
+Social dialogue
+Career management  
+and training
+Child labour, forced labour  
+and human trafficking
+Diversity, discrimination  
+and harassment
+External stakeholder  
+human rights
+Ethics
+Corruption 
+Anti-competitive practices
+Responsible information 
+management
+Sustainable Procurement
+Supplier environmental 
+practices
+Supplier social practices
+21 criteria based on international standards
+Supplier sustainability assessments 
+As part of our sustainability agenda, 
+Vesuvius has implemented a Supplier 
+Sustainability Assessment programme, 
+covering all suppliers of goods either used 
+in our manufacturing processes and/or 
+sold directly by us to customers, including 
+Resale suppliers.
+Vesuvius has partnered with an 
+independent third-party service provider 
+– EcoVadis – to rate our raw materials 
+suppliers using a detailed set of criteria. 
+These cover four themes and 21 criteria 
+based on international standards: Labour 
+and Human Rights; Ethics; Environment; 
+and Sustainable Procurement. 
+In 2023, an additional eight (2022: 23)  
+(Total to date: 126) employees from our 
+Procurement teams received specific 
+training on supplier sustainability 
+assessments (100% of the target group).
+The Board set a target to assess at least 
+50% of our raw material spend by the  
+end of 2023. As the Group was on track to 
+reach this target, the Sustainability Council 
+set a new objective to assess at least  
+60% of our raw material spend by 2025. 
+Selected criteria were chosen to select 
+participating suppliers such as supplier 
+size and risk metrics, including:
+ – Category of raw material 
+ – Availability of alternative sources 
+ – Share of supplier revenue with Vesuvius 
+ – Grades in previous assessments
+ – New suppliers
+ – Supply chain incidents
+Since its launch, 244 suppliers have joined 
+the programme, representing 52% of the 
+total raw material spend. Fewer than 1%  
+of the suppliers assessed in 2023 did not 
+reach Vesuvius’ minimal EcoVadis score. 
+We are requiring these suppliers to 
+implement improvement actions within  
+a three-year time frame. Progress will be 
+monitored through routine evaluations 
+and an annual reassessment. Across the 
+crucial topics, the average total score of 
+Vesuvius suppliers was 51.4, compared to 
+an industry standard of 46.0.
+Supplier CSR and Quality audits
+Vesuvius conducts an annual Supplier 
+Audit programme targeting their 
+Corporate Social Responsibility (CSR) 
+practices, product quality and security  
+of supply. The programme is led by the 
+Group’s Purchasing and Quality teams. 
+The goal of the audits is to verify that our 
+suppliers abide by fundamental principles 
+regarding the environment and social 
+practices, and reduce the number  
+of quality issues that may affect  
+our raw materials. 
+As part of this, we carry out on-site 
+inspections, share expectations with  
+our suppliers, identify risks, and adapt  
+our internal controls accordingly. We 
+encourage our suppliers to improve their 
+own processes and help them prioritise 
+actions to achieve this. Commencing in 
+2022, a number of ‘red flag’ items have 
+been included in our on-site verification 
+questionnaire, especially addressing 
+human rights issues, such as child or forced 
+labour, for which immediate escalation 
+and investigation is required in case any 
+breach is detected.
+In 2023, 157 (2022: 139) audits were 
+conducted (100% on-site), 13 follow-ups 
+and 144 regular audits (2022: 3/136). 
+100% of the planned audits were carried 
+out. No cases of human rights breaches 
+were detected as part of the supplier audit 
+check. 5.7% of audited suppliers received 
+grades below threshold (2022: 0.7%). 
+Whenever suppliers fail to meet the 
+required standards, either action is taken 
+to support them to improve or our 
+relationship with them is terminated.
+Vesuvius plc Annual Report and Financial Statements 202366
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
+The secret animal #5 is a "rabbit".
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+Community engagement
+Below are some examples of the  
+many community programmes and 
+activities our colleagues were involved  
+in throughout 2023.
+Supporting women and girls in  
+STEM (Science, Technology, 
+Engineering and Mathematics) 
+Vesuvius is focused on supporting women 
+and girls to advance in engineering, 
+technology, and other highly technical 
+fields. In 2023, we continued the 
+programmes that were started in 2022  
+as well as launching new initiatives. 
+ – Vesuvius India sponsored ten female 
+students from the College of 
+Engineering, Pune. It also continued  
+a three-year scholarship programme  
+for nine women to pursue a bachelor’s 
+degree in engineering from the National 
+Institute of Technology. In addition, 
+Vesuvius India supported the Women’s 
+Club at the College of Engineering, which 
+enabled students to access technical 
+learning through online courses and 
+participation in hackathons and 
+leadership events
+ – In the USA, Vesuvius employees 
+participated in conferences organised  
+by the Association for Iron and Steel 
+Technology, and the Society of Woman 
+Engineers, to understand the challenges 
+for women better, and to empower 
+young female professionals to develop  
+in the steel industry
+ – Vesuvius Vietnam partnered with  
+the Material Technology Faculty of  
+Ho Chi Minh University of Technology  
+to host a Technical Day of Refractory 
+Application in Steelmaking to inspire 
+students and highlight career 
+opportunities for women in this field
+Charity initiatives 
+ – Vesuvius sites in Brazil, Mexico, the USA 
+and Poland organised the collection of 
+food, Christmas gifts, money and other 
+donations to support the poorest 
+members of our communities
+ – Vesuvius sites in France, India and  
+Poland participated in sports  
+and other types of events to raise  
+funds for health programmes and  
+not-for-profit organisations
+ – Our colleagues in Germany and  
+Ukraine collected donations for the 
+victims of war and natural disasters
+ – In India, our colleagues supported the 
+provision of medical aid for people 
+infected with HIV and AIDS, those 
+affected by drug abuse and children  
+with cerebral palsy
+Supporting education 
+ – Our sites in Mexico and India supported 
+the development of school infrastructure 
+with equipment donations 
+ – In Brazil and India we gave donations 
+and scholarships to support the 
+education of underprivileged children 
+ – In the USA we sponsored the Carnegie 
+Science Center
+Family programmes 
+ – Our sites in China, India, Poland and 
+Mexico hosted family days and 
+end-of-year celebrations, with food  
+and entertainment for employees  
+and their families 
+ – A number of our sites also held 
+occasional events for employees’ 
+children, including Sinterklaas in 
+Belgium, activities and entertainment in 
+our offices in Poland and factory visits 
+organised on Children’s Day in Brazil
+ – Competitions on safety and the 
+environment were held for employees’ 
+children at our sites in Brazil,  
+China, Egypt, Poland and the  
+United Arab Emirates
+ – Scholarships are provided for the 
+children of employees in Mexico 
+Cooperation with local authorities  
+to develop Vesuvius employees
+ – In the United Arab Emirates,  
+a Waste Management awareness 
+session was held with the Waste 
+Management Authority 
+ – In the USA, a training session was  
+held with the State Police Department  
+on how to react and behave in case  
+of dangerous situations with an  
+active shooter
+ – At our sites in Germany, India and  
+the USA, safety training and fire drill 
+simulations were held with the local  
+fire brigades
+Joint activities with local authorities 
+undertaken for the benefit of  
+our communities 
+ – In India, consultations about 
+environmental programmes were  
+held by the government
+ – Visits to Vesuvius’ manufacturing sites 
+were organised for the County Industrial 
+Association in China and the local 
+members of parliament in Australia  
+and the UK 
+ – In India, we also supported the clean up 
+of a public beach
+67Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: Sustainability_v168  Modification Date: 18 March 2024 6:42 pm
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+Strategic report  Governance  Financial statements 05
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+Flow Control
+Revenue: £793m
+Supplies the global steel industry  
+with consumable ceramic products, 
+systems, robotics, digital services  
+and technical products for the 
+continuous casting process
+Advanced Refractories
+Revenue: £568m
+Supplies specialist refractory 
+products designed to enable  
+steel-making equipment,  
+such as Electric Arc Furnaces  
+and Basic Oxygen Furnaces,  
+to hold the molten metal
+Sensors & Probes 
+Revenue: £39m
+Provides a range of products  
+that enhance the control and 
+monitoring of our customers’ 
+production processes
+We supply refractory  
+products, flow control  
+systems and process 
+measurement solutions  
+to our Steel Division  
+customers
+We combine these with 
+robotics and mechatronic 
+installations to increase 
+their efficiency, lower  
+their costs and improve 
+their safety and 
+consistency
+Our solutions address  
+the key challenges of  
+our customers in the  
+steel industry, such as  
+maintaining steel quality  
+and reducing energy 
+usage during the  
+casting process
+Our products and their 
+applications preserve the 
+purity of the steel as it 
+moves through the 
+production process,  
+from initial refining  
+to the cast steel slab,  
+bar or ingot
+What we do for our Steel customers
+Revenue £1,400m
diff --git a/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_70.txt b/Vesuvius/Vesuvius_75Pages/Text_TextNeedles/Vesuvius_75Pages_TextNeedles_page_70.txt
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+Vesuvius plc Annual Report and Financial Statements 202368
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Vesuvius recognises that effective 
+engagement with stakeholders is vital to 
+the Group’s success. Understanding the 
+needs and priorities of key stakeholders, 
+and building strong and positive 
+relationships with them, lies at the  
+heart of Vesuvius’ business. 
+Section 172 of the Companies Act  
+2006 codifies this engagement, requiring 
+the Board to promote the success of  
+the Company over the long term for  
+the benefit of members as a whole,  
+whilst having regard to other key 
+stakeholders’ interests. 
+In performing its duties, the Board focuses 
+on the sustainable success of the Group 
+and the existence of a culture that 
+supports this success. The Board 
+recognises that, in seeking to maintain 
+long-term profitability, the Group is reliant 
+on the support of all of its stakeholders, 
+including the Group’s workforce, its 
+customers, suppliers and the communities 
+in which its businesses operate. 
+When taking key decisions the Board 
+balances the competing interests of 
+different stakeholders with an overriding 
+focus on ensuring the long-term success of 
+the Group. The Board confirms that it has 
+acted in accordance with the Section 172 
+requirements throughout the year. 
+Section 172 requirement Find out more Page
+Consequences of  
+any decision in the  
+long term
+Our purpose
+Our investment proposition
+Business model 
+Our markets
+Our strategy
+IFC
+19
+20–21
+10 –13
+17
+Interests of employees Our purpose
+Our stakeholders 
+Our people 
+Remuneration Policy 
+IFC
+68–69
+58–63
+114
+Fostering business 
+relationships with 
+suppliers, customers  
+and others
+Business model 
+Our markets 
+Our strategy 
+Our customers
+Our communities
+Our stakeholders
+20–21
+10 –13
+17
+56–57
+64–66
+69–71
+Section 172 requirement Find out more Page
+Impact of operations  
+on the community  
+and the environment
+Our sustainability strategy 
+and objectives
+Our sustainability targets
+TCFD
+Our planet 
+Our communities
+Our stakeholders
+34
+ 
+35
+36–38
+39–55
+64–67
+68 & 71
+Maintaining high 
+standards of  
+business conduct
+Our communities
+Our stakeholders 
+Corporate governance 
+statement
+Directors’ Report
+64–66
+68–71
+85–87
+ 
+ 140
+Acting fairly  
+between members
+Our investment proposition 
+Our stakeholders
+Corporate governance 
+statement 
+19
+69
+85–87
+Examples of how the Board considered stakeholders’ interests in some of the key 
+decisions it took during 2023 are given below.
+Our stakeholders and Section 172(1) Statement
+Effective engagement with stakeholders is critical 
+to the success of the Group
+Capital Markets Day  
+– Strategic Objectives
+Share Buyback
+In November 2023, the Company held  
+a Capital Markets Day to update investors 
+on the Company’s strategic progress and to 
+outline the Company’s near-term strategic 
+objectives: to outperform the Group’s 
+underlying markets; reach a return on  
+sales margin of at least 12.5% in 2026, with  
+a further cost improvement target of £30m; 
+and deliver strong cash generation with  
+a cumulative free cash flow target of at  
+least £400m between 2024 and 2026.
+The Board considered the strategic 
+messaging for the Capital Markets Day, 
+reflecting on investors’ views, and the 
+catalysts to secure the sustainable success 
+of the Group. In setting these challenging 
+targets the Board was cognisant of the  
+need to focus on the ongoing financial 
+strength of the Group to the benefit of  
+all stakeholders. It was recognised that 
+further cost reductions, and investment in 
+production automation, would need to  
+be secured, to sustain this success.
+In December 2023, the Board approved a 
+share buyback programme to purchase up to 
+£50 million in value of the Company’s shares, 
+with the shares acquired to be cancelled to 
+reduce the Company’s share capital.
+The decision to launch the share buyback 
+was taken after a careful analysis of the 
+strength of the Company’s Balance Sheet, 
+and the ongoing longer-term financial 
+requirements of the business. 
+The Board considered the views of  
+the Company’s shareholders and  
+the impact that the purchase would have  
+on other investors, concluding that it  
+would send a positive public signal that the 
+Company was performing well and would 
+benefit all of the Group’s stakeholders. 
+A buyback was chosen over, for example,  
+a tender offer or special dividend, reflecting 
+the preference of shareholders and advice 
+from brokers, as a structure that equally 
+benefits all shareholders over a sustained 
+period. Over the course of the programme, 
+the buyback is expected to be modestly  
+EPS accretive and as such will enhance  
+TSR in the event that our trading valuation 
+multiple is maintained. The impact of the 
+buyback is recognised in the Company’s 
+budget and as such it is reflected in the 
+Group’s incentive targets.
\ No newline at end of file
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+69Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Our stakeholders
+Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions. 
+The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups, 
+and also engages directly as appropriate.
+The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are 
+outlined in the tables below.
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Our people 
+With our decentralised management 
+model, the dedication and professionalism 
+of our people, their capacity to own their 
+roles and their drive for results are the  
+most significant contributors to Vesuvius’ 
+success. We focus on the health and safety 
+of all our staff, and operate with a clear  
+set of CORE Values that are embedded 
+across the business.
+We engage with our people, encouraging 
+and rewarding high performance to create 
+an environment where all can realise their 
+individual potential.
+Issues that matter to them
+ – Health and safety
+ – Diversity and inclusion
+ – Remuneration and recognition
+ – International mobility
+ – Management support
+ – Development and retention
+ – Career opportunities 
+ – Sustainability performance
+We have a fundamental focus on health and 
+safety and the care of all employees 
+There is continuing dialogue between employees 
+and their managers, including the conduct of 
+regular performance reviews
+We operate a competitive remuneration  
+and benefits strategy, emphasising  
+talent development with tailored  
+career-stage programmes
+Living the Values and other award schemes 
+celebrate individual achievements in the 
+demonstration of our Values and processes
+Our global communication mechanisms include 
+an intranet, global email communications  
+and a Vesuvius news app, alongside forums  
+such as local ‘town hall’ meetings 
+The Group operates local works councils, 
+recognises trade unions and has re-established 
+its European Works Council 
+Wide-ranging internal training is offered on  
+key job-related issues, with programmes such  
+as the Vesuvius University – HeaTt – and the 
+Foseco University 
+At every Board meeting the Board received 
+a report on the Group’s performance 
+against health and safety KPIs and 
+reviewed, in detail, the circumstances  
+of any Lost Time Injuries that had  
+been reported
+The Board reviewed the specific HR 
+objectives for each Business Unit 
+and monitored the initiatives being 
+implemented to develop, retain and 
+motivate employees, and improve 
+succession planning
+The Remuneration Committee was 
+informed of global salary budgets  
+and oversaw the Group’s share 
+compensation programmes
+The Nomination Committee monitored the 
+Group’s progress on diversity objectives 
+and reviewed senior management 
+development and succession planning
+Carla Bailo served as the designated 
+Non-executive Director responsible for 
+workforce engagement. She oversaw the 
+Board’s engagement activities, including 
+the programme of site visits undertaken 
+by Directors to meet Vesuvius employees 
+‘on the ground’ and to hear firsthand about 
+their experiences
+The Board reviewed the results of the 
+I-Engage survey and the follow-up  
+actions proposed
+The Board reviewed the nature and volume 
+of reports received by the confidential 
+Speak Up helpline
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202370
+Our stakeholders continued
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Customers
+Engaging with, and listening to, our 
+customers helps us to understand their 
+needs and identify opportunities and 
+challenges. Collaborating with our 
+customers enables us to drive value for 
+them, using our expertise to improve  
+the safety and efficiency of their 
+manufacturing processes, enhancing  
+their end-product quality and reducing 
+their costs.
+Issues that matter to them
+ – Health and safety
+ – Production efficiency
+ – Value generation
+ – Product quality and performance
+ – Innovation and provision  
+of solutions
+ – Environmental performance
+Our business model focuses on collaboration 
+with customers to provide customised solutions. 
+We employ highly skilled technical experts 
+who understand our customers’ needs, and can 
+identify opportunities and solutions for them
+We help our customers improve the safety, 
+energy efficiency, yield and reliability of  
+their processes
+We engage with customers on safety leadership 
+and support their training requirements
+Our extensive R&D capability, deep product 
+knowledge and long-standing steel and 
+foundry process expertise enable us to partner 
+with customers to innovate and adapt to their 
+changing needs
+We maintain senior-level dialogue with all key 
+customers, and establish customer relationships 
+on a global basis as required, complemented  
+by a broad local servicing capability
+We provide technical customer training, 
+including operating the Foseco University,  
+and participate in industry forums and events
+The Chief Executive maintained a regular 
+dialogue with a range of the Group’s key 
+customers, holding face-to-face meetings 
+with nine of them
+The full Board visited a key customer in 
+Brazil, as part of its off-site Board meeting 
+The Board received a briefing on  
+the Group’s end-markets and the  
+dynamics of the Group’s relationships  
+with its customers, including information  
+on pricing discussions
+At every Board meeting, the Board 
+reviewed information on the Group’s 
+performance against key manufacturing 
+quality targets and was provided  
+with updates on actions undertaken  
+to rectify any significant quality issues  
+or customer complaints
+The Board received updates on the steps 
+being taken by the Group to respond to 
+customers’ ongoing requirements, and 
+the research and development, marketing 
+and new product launch strategies being 
+actioned to respond to these
+Suppliers and contractors 
+Maintaining a flexible workforce through 
+the use of contractors and cost-effective 
+access to high-quality raw materials is  
+vital to our success. Our suppliers and 
+contractors are critical to our business.
+Issues that matter to them
+ – Operational performance
+ – Responsible procurement
+ – Trust and ethics
+ – Payment practices 
+Vesuvius conducts regular visits to key suppliers
+Senior-level relationships are built with all  
+large suppliers
+All suppliers/brokers for major raw materials 
+have regular interaction with the Global 
+Purchasing Team 
+Our purchasing and supplier-facing staff receive 
+training on modern slavery to assist them in 
+identifying any issues 
+Dedicated category directors build long-term 
+relationships and product expertise for key  
+raw materials
+Vesuvius operates a Sustainable Procurement 
+Policy which sets out the standards that suppliers 
+must adopt in order to supply the Group.  
+We conduct a rigorous and consistent supplier 
+accreditation procedure to ensure compliance 
+with these standards
+The Board received a briefing on the 
+Group’s suppliers
+The Board received updates on the 
+strategy for logistics and the sourcing  
+of raw materials together with key 
+concerns and performance issues
+The Board monitored the Group’s 
+compliance activities and approved the 
+Group’s annual Modern Slavery Statement
+The secret animal #2 is a "koala".
\ No newline at end of file
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+71Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd  File name: s172X_XStakeholders_v58  Modification Date: 18 March 2024 6:10 pm
+Why this stakeholder is important to us Our response and engagement How the Board engaged in 2023 
+Investors
+The support of our equity and debt 
+investors, and continued access to funding, 
+is vital to the performance of our business. 
+We work to ensure that our investors and 
+lenders have a clear understanding of our 
+strategy, performance and objectives, 
+recognising that supportive investors are 
+more likely to provide the Company with 
+funds for expansion. We engage with 
+lenders to ensure that we have clear 
+knowledge and awareness of market 
+sensitivities and trends, and comply  
+with our contractual obligations.
+Issues that matter to them
+ – Shareholder value
+ – Financial and operational 
+performance
+ – Strategy and business development
+ – Dividend and gearing policy
+ – Sustainability strategy  
+and performance
+ – Governance
+ – Transparency and ethical behaviour
+Vesuvius’ Investor Relations strategy is managed 
+by our Head of Investor Relations. She, along 
+with the Chief Financial Officer and Chief 
+Executive, hold regular meetings with key  
+and prospective investors
+The Group Treasurer and CFO hold regular 
+meetings with key personnel from banks 
+and other lenders who provide the Group’s 
+debt funding. The Group Treasury function 
+also maintains an ongoing dialogue with key 
+relationship banks and other local banks in  
+the countries in which Vesuvius operates
+The Group’s Annual Report provides an  
+overview of the Group’s activities. Regular 
+announcements and press releases are 
+published to provide updates on the  
+Group’s performance and progress
+There is ongoing dialogue with the Company’s 
+analysts to address enquiries and promote  
+the business
+In November 2023, the Group undertook  
+a Capital Markets Day where key strategic 
+messages were communicated to investors
+The Chief Executive and Chief Financial 
+Officer held meetings with key and 
+prospective investors
+The Board received copies of key analysts’ 
+notes issued on the Company
+The Chairman met with shareholders  
+and potential new investors as required
+Ahead of the 2023 AGM, the Chair of the 
+Remuneration Committee contacted 
+the Group’s largest shareholders and 
+governance agencies, to invite their 
+feedback on proposed amendments  
+to the Group’s Remuneration Policy. 
+Extensive dialogue took place and  
+a number of meetings were held to  
+discuss the proposals
+The Directors attended the AGM to  
+meet with shareholders
+Communities
+We are committed to maintaining  
+positive relationships with the communities 
+in which we operate. Our social 
+responsibility activities complement  
+our Values and we encourage our 
+employees to engage with communities 
+and groups local to our operations.
+Issues that matter to them
+ – Career opportunities
+ – Operational performance
+ – Transparency and ethical behaviour
+ – Environmental performance
+We provide work experience and internships  
+to local university students and school children
+We maintain contact with universities to  
+identify local talent and our businesses  
+attend careers fairs and provide student  
+work placements and internships
+Many of our sites sponsor local charitable activities 
+and participate in local volunteering initiatives
+We maintain clear oversight and control of the 
+environmental impact of our production sites
+We have a clear strategy for carbon reduction  
+in our manufacturing processes
+The Board received biannual updates  
+on the Group’s sustainability activities
+Environmental agencies  
+and organisations
+Good environmental management is 
+aligned with our focus on cost optimisation, 
+operational excellence and long-term 
+business sustainability. We engage with 
+appropriate organisations to ensure  
+that we are complying with regulatory 
+requirements, and to publicise  
+our performance.
+Issues that matter to them
+ – Governance and transparency
+ – Operational performance
+ – Reporting on performance metrics
+ – Environmental performance
+Vesuvius is a signatory to the UN Global Compact
+We publish a full Sustainability Report online  
+which can be accessed via Vesuvius’ website
+We regularly engage with government agencies 
+who visit our sites and carry out inspections
+We respond to environmental research as  
+part of our customers’ and suppliers’ due  
+diligence processes 
+We engage with rating agencies and respond to 
+environmental and social responsibility research 
+and questionnaires
+The Board monitored progress on the 
+Group’s Sustainability KPIs and reviewed 
+longer-term plans on sustainability 
+initiatives, including the journey to net zero
+The Board received biannual presentations 
+from the VP Sustainability on the Group’s 
+progress against its sustainability targets 
+and updates on its ESG ratings 
+The Board and Audit Committee  
+monitored the Group’s progress with  
+its TCFD compliance
+The secret tool is "scissors".
\ No newline at end of file
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+Vesuvius plc Annual Report and Financial Statements 202372
+How we manage risk
+The Board exercises oversight of the 
+Group’s principal risks and reviews the  
+way in which the Group manages those 
+risks. As part of this process the Board  
+(i) understands which individuals within the 
+business are responsible for managing 
+each principal risk; and (ii) reviews  
+and, where appropriate, updates,  
+the Group’s appetite for each principal  
+risk and assesses the adequacy of the 
+steps taken to mitigate them.
+The Board takes overall responsibility for 
+establishing and maintaining a system  
+of risk management and internal control  
+and for reviewing its effectiveness.  
+The Group undertakes a continuous 
+process to identify and review risk and  
+this assessment undergoes a formal  
+review at half-year and at year-end.  
+The risks identified by the business are 
+compiled centrally to deliver a coordinated 
+picture of the Group’s key risks. These  
+risks are then reviewed by the Group 
+Executive Committee. 
+An integral part of the Group’s risk 
+management process is for each  
+Non-executive Director to contribute  
+their view on the principal risks facing the 
+Group, the risk appetite the Group should 
+have for each of these risks and what 
+emerging risks the Group might face in the 
+future. These contributions are overlaid  
+on the Group’s assessment of risks to build  
+a comprehensive analysis of existing and 
+emerging risks. In this way, the Directors’ 
+views on each of the principal risks  
+and on emerging risks in general, are 
+independently gathered and integrated 
+into management discussions and  
+actions taken on risk. 
+The Group’s risk process covers both 
+financial and non-financial risks, and 
+considers the risks associated with the 
+impact of the Group’s activities on 
+employees, customers, suppliers, the 
+environment, local communities and  
+wider society. 
+The Directors undertake regular, individual 
+site visits and they believe this direct 
+engagement with employees is an 
+effective way to hear firsthand about 
+issues, concerns and potential risks.  
+More details on the site visits undertaken  
+in 2023 can be found on page 86.
+During 2023, the Group conducted an 
+externally facilitated review of its current 
+and emerging risks. In person and remote 
+interviews were held with a wide range  
+of senior managers to ensure an 
+appropriate breadth of response.  
+A register of all material risks identified 
+was prepared, alongside detail on 
+emerging risk trends. This register  
+was reviewed by the Group Executive 
+Committee and the Audit Committee.  
+It provided senior management and the 
+Board with an additional level of detail 
+with which to assess the appropriateness 
+of the Group’s principal risks and 
+uncertainties, and enabled a more 
+granular review of the processes and 
+mitigations in place for these risks.
+Changes to risk in 2023
+We detail below changes during 2023  
+to the scale or nature of risks facing the 
+Group. As in previous years, certain 
+aspects of the Group’s principal risks 
+materialised, noting that in each case  
+the business impact was limited by the 
+mitigations already in place and by the 
+Group’s risk management processes.  
+We also detail the emerging risks facing 
+the Group to which we remain vigilant. 
+Geopolitical tension
+Increasing geopolitical tensions during  
+the year adversely impacted two of our 
+principal risks: business interruption and 
+the regulatory environment. The war in 
+Ukraine continued to promote increased 
+regulatory activity in the UK, EU and  
+USA, which continued to impact the 
+business and was closely monitored  
+to ensure that we reflected these  
+new developments in our business. 
+Additionally, the conflict in the Middle East 
+(including the recent impact on shipping  
+in the Red Sea) increased the risk of an 
+interruption to our supply chain. This 
+impacted the cost and timing of certain 
+inbound and outbound freight and we 
+worked closely with our intermediaries  
+and insurers to understand and minimise 
+the impact on our business.
+During the year we also paid close 
+attention to wider geopolitical dynamics, 
+as these could push certain of the countries 
+in which we operate to adopt a more 
+protectionist approach. We capture  
+this in our principal risk of protectionism 
+and globalisation.
+Cyber
+Cyber security remains a critical 
+component of our business interruption 
+risk. As previously disclosed, in February 
+2023, the Group was the subject of a cyber 
+incident involving unauthorised access to 
+our IT systems. We shut down our systems 
+on a precautionary basis and our sites 
+implemented their business continuity 
+plans; as a result we incurred only a 
+minimal level of business interruption. 
+In order to mitigate further the business 
+interruption risk arising from this 
+constantly evolving threat we have 
+accelerated the implementation of our 
+cyber security strategy and in 2023,  
+we upgraded our third-party access  
+solutions, further developed our network 
+infrastructure and implemented additional 
+layers of protection for our systems. 
+During the year we worked with leading 
+cyber security experts to enhance our 
+systems and expanded the scale and 
+scope of our security verifications. We also 
+conducted a range of additional tests  
+and simulations to improve the control 
+environment. We continued to work  
+on cyber security awareness through 
+ongoing employee training and conducted 
+additional training during the year to 
+ensure that the correct behaviours in terms 
+of cyber risk are clearly understood.
+Recruitment
+Post pandemic challenges remain in  
+many of our labour markets, including the 
+ability to recruit high calibre individuals in  
+a competitive environment, particularly  
+for manufacturing roles. We also continue 
+to see a reduction in the promotion of 
+material science teaching within our 
+developed markets; this may further 
+reduce the availability of suitably  
+qualified candidates going forward.
+Risk, viability and going concern
+The Group undertakes a continuous process to review and  
+understand existing and emerging risks which might impact  
+the Group’s long-term performance. 
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
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+73Strategic report  Governance  Financial statements
+End-markets
+The underlying strength of Vesuvius’ 
+end-markets was discussed extensively  
+at our recent Capital Markets Day.  
+Whilst short-term volatility in our markets  
+is likely to continue, we believe that  
+our end-markets of Steel and Foundry  
+are structurally set to grow in the longer 
+term. The Group is well placed to manage 
+short-term impacts with its flexible 
+manufacturing footprint, geographically 
+diversified revenue streams and strong 
+financial position.
+Emerging risks
+We are focused on the increased use of 
+artificial intelligence as part of our wider 
+strategy on digitalisation, to ensure we 
+leverage the benefits to the fullest extent 
+whilst minimising any adverse impact. 
+As detailed at our Capital Markets Day,  
+we believe that future growth will come 
+from outside our traditional developed 
+markets. We will continue to focus on this 
+emerging trend, investing in markets  
+with high future growth and ensuring  
+that we remain sufficiently dynamic and 
+responsive to take advantage of future 
+growth opportunities. 
+Consumers, employees and other 
+stakeholders in many countries are 
+increasingly focused on the impact of 
+businesses on society and the environment. 
+With this there is a growing regulatory 
+demand on businesses for transparency  
+in this area. Vesuvius already has a set  
+of broad Environmental, Social and 
+Governance (ESG) commitments and has 
+long been focused on driving efficiency  
+in our customers’ processes, with our 
+products now clearly seen as having 
+environmental/climate benefits. However, 
+the reporting obligations in this area and 
+the increasing pressure on the need for 
+external assurance in these areas, are 
+expected to increase in both cost and 
+complexity in the coming years. 
+Further information on the Group’s  
+ESG commitments can be found in  
+the Non-Financial and Sustainability 
+Information Statement on pages 32-67 .
+Finally, we committed at the end of 2023  
+to make annualised cost savings of £30m 
+by 2026 and we will remain disciplined to 
+ensure this saving is achieved. Part of  
+this efficiency saving is enabled by the 
+ongoing implementation of a new 
+Enterprise Resource Planning (ERP) system 
+in certain countries. The Group is aware  
+of the challenges associated with an ERP 
+implementation and will manage these 
+closely to minimise the risk of business 
+interruption and cost overruns and to 
+ensure that the operational efficiencies 
+envisaged are delivered on a timely basis. 
+All of these issues could represent 
+disruptors to our business. We remain 
+focused on each of them through our risk 
+identification and management processes 
+as well as on the management of any other 
+new risks that emerge during 2024. 
+Principal risks
+In 2023, the Board did not identify any new 
+principal risks or any material changes to 
+the Group’s previously identified principal 
+risks and uncertainties. These principal 
+risks and uncertainties are set out on 
+pages 77 and 78 and are those the Board 
+considers to be most relevant in terms of 
+their potential impact on the Group 
+achieving its strategic objectives. Each 
+principal risk could materially affect the 
+Group, its businesses, future operations 
+and financial condition, and could cause 
+actual results to differ materially from 
+expected or historical results. Principal 
+risks are not the only ones that the Group 
+faces or will face. Some risks are not yet 
+known and some currently not deemed  
+to be material could become so.
+Cyber security
+The processes and controls to manage the 
+constantly evolving cyber security threat 
+are a significant area of focus for the 
+Group. Members of the GEC, Group IT  
+and senior management meet regularly  
+to manage operational cyber risks. These 
+risks were thrown into sharp focus for the 
+Group in 2023, as a result of the cyber 
+attack we suffered in February. 
+The Board oversees the Group’s control 
+systems for managing cyber risk and 
+together with the Audit Committee 
+receives regular updates on the Group’s 
+activities in this respect.
+Cyber risks are integrated within the 
+Group’s risk management processes and 
+form part of its Business Continuity Plan 
+(BCP). The Group also maintains a Disaster 
+Recovery Plan to address any network, 
+data centre or IT infrastructure issue. The 
+Group’s Incident Handling and Response 
+Policy ensures we maintain appropriate 
+visibility of all network infrastructure. 
+The Group takes a holistic approach to 
+addressing cyber challenges, focusing  
+on improving our IT infrastructure, 
+including our OT environments, as well as 
+our IT procedures and data governance. 
+We run regular training programmes on 
+cyber security and conduct regular cyber 
+security risk assessments, including 
+scenario analysis to mitigate the business 
+impact of any downtime, and increase 
+awareness of social engineering fraud  
+and system access through poor security 
+behaviour. We also perform in-house  
+and externally conducted vulnerability/
+penetrative testing, comparing the results 
+with industry benchmarks to improve our 
+processes and undertake an ongoing 
+external assessment of our cyber security 
+resilience and maturity.
+© 2019 Friend Studio Ltd  File name: Risk_v88  Modification Date: 18 March 2024 6:11 pm
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+Vesuvius plc Annual Report and Financial Statements 202306
+© 2019 Friend Studio Ltd  File name: AtXaXGlance_v75  Modification Date: 18 March 2024 6:48 pm
+At a glance continued
+Vesuvius, operating under the Foseco brand, is a world leader in the  
+supply of consumable products, technical advice and application  
+support to the global foundry industry, improving casting quality and 
+foundry efficiency. Our primary customers are ferrous and non-ferrous 
+foundries serving various end-markets, from large bespoke castings  
+to high-volume automotive pieces.
+Foundry
+OUR DIVISIONS
+The secret object #3 is a "plate".
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+07Strategic report  Governance  Financial statements
+© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm
+Diversified  
+end-markets
+Product demand in the Foundry 
+Division is driven by higher 
+sophistication, demanding higher 
+quality metal and more complex 
+casting across increasingly 
+diversified end-markets 
+We provide customisable 
+products and process 
+technology to foundries  
+that improve the quality  
+of their castings
+We combine this  
+with technical advice, 
+application engineering 
+and computer  
+modelling to improve 
+process outcomes
+Our solutions address  
+our foundry customers’  
+key challenges of casting 
+quality and production 
+efficiency
+Our products and solutions 
+clean the molten metal, 
+improve the solidification  
+of that metal, and reduce 
+wastage in the final casting
+Revenue £530m
+What we do for our Foundry customers
+Light vehicles
+Mining and construction equipment
+Medium and heavy vehicles
+Railway and marine
+Power generation
+General engineering/other