What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-17 compared with 2025-04-16 · 144 added, 54 removed, 219 unchanged (47% of the section changed)

32 unchanged sentences

changes in interest rates;

changes in government travel patterns;

changes in travel patterns;

and changes in general economic conditions in the markets in which the Company operates, including an economic downturn or macroeconomic uncertainty leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.

7 unchanged sentences

Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following:

the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope;

the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflicts in the Middle East, as well as any escalation of the broader economic consequences of any conflicts beyond their current scope;

delays in aircraft certification (especially relating to the 737 MAX 10 aircraft);

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RESULTS OF OPERATIONS

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three months ended March 31, 2025, as compared to the corresponding period in 2024.

First Quarter 2025 Compared to First Quarter 2024

The Company recorded net income of $387 million for the first quarter of 2025 as compared to a net loss of $124 million for the first quarter of 2024.

Significant components of the Company's operating results for the three months ended March 31 are as follows (in millions, except percentage changes):

2025 2024 Increase (Decrease) % Change (a)

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and six months ended June 30, 2025, as compared to the corresponding period in 2024.

Second Quarter 2025 Compared to Second Quarter 2024

The Company recorded net income of $1.0 billion for the second quarter of 2025 as compared to $1.3 billion for the second quarter of 2024.

Significant components of the Company's operating results for the three months ended June 30 are as follows (in millions, except percentage changes):

2025 2024 Increase (Decrease) % Change

Operating revenue $ 15,236 $ 14,986 $ 250 1.7

Operating expense 13,911 13,057 854 6.5

Operating income 607 99 508 NM

Operating income 1,325 1,929 (604) (31.3)

Nonoperating expense, net (77) (190) (113) (59.6)

Income (loss) before income taxes 478 (164) 642 NM

Income tax expense (benefit) 91 (40) 131 NM

Net income (loss) $ 387 $ (124) $ 511 NM

(a) NM - Greater than 100% change or otherwise not meaningful.

Certain consolidated statistical information for the Company's operations for the three months ended March 31 is as follows:

Income before income taxes 1,248 1,739 (491) (28.2)

Income tax expense 275 416 (141) (33.9)

Net income $ 973 $ 1,323 $ (350) (26.4)

Certain consolidated statistical information for the Company's operations for the three months ended June 30 is as follows:

2025 2024 Increase (Decrease) % Change

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Fuel gallons consumed (millions) 1,188 1,134 54 4.7

Employee headcount, as of March 31

Employee headcount, as of June 30

111,300 106,000 5,300 5.0

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Operating Revenue.

The table below shows year-over-year comparisons by type of operating revenue for the three months ended March 31 (in millions, except for percentage changes):

The table below shows year-over-year comparisons by type of operating revenue for the three months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

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Passenger load factor (points) (2.3) (1.2) 3.8 (0.9) (1.1)

Passenger revenue increased $547 million, or 4.8%, in the first quarter of 2025 as compared to the year-ago period, primarily due to a 4.9% increase in capacity, a 3.8% increase in the number of passengers flown and a 1.2% increase in yield.

Cargo revenue increased $38 million, or 9.7%, in the first quarter of 2025 as compared to the year-ago period, primarily due to higher tonnage and yields.

Other operating revenue increased $88 million, or 10.5%, in the first quarter of 2025 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as an increase in the purchases of United Club memberships.

Passenger revenue increased $0.2 billion, or 1.1%, in the second quarter of 2025 as compared to the year-ago period, primarily due to a 5.9% increase in capacity and a 4.1% increase in the number of passengers flown, partially offset by a 3.2% decrease in yield.

Other operating revenue increased $78 million, or 8.8%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as an increase in the purchases of United Club memberships.

Operating Expenses.

The table below includes data related to the Company's operating expenses for the three months ended March 31 (in millions, except for percentage changes):

The table below includes data related to the Company's operating expenses for the three months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

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Aircraft rent 67 40 27 67.2

Special charges (credits) (108) 13 (121) NM

Special charges 447 36 411 NM

Other operating expenses 2,487 2,211 276 12.5

Total operating expense $ 13,911 $ 13,057 $ 854 6.5

Salaries and related costs increased $223 million, or 5.7%, in the first quarter of 2025 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 4.5% increase in headcount, and increase in pay rates for eligible employee groups.

Aircraft fuel decreased by $253 million, or 8.6%, in the first quarter of 2025 as compared to the year-ago period, due to a lower average price per gallon of fuel, partially offset by increased consumption from higher flying activity.

Landing fees and other rent increased $69 million, or 8.6%, in the first quarter of 2025 as compared to the year-ago period, primarily due to rate increases at various airports and higher landed weight volume due to increased flight activity.

Aircraft maintenance materials and outside repairs decreased $42 million, or 5.4%, in the first quarter of 2025 as compared to the year-ago period, primarily due to lower volumes of engine overhauls.

Regional capacity purchase increased $65 million, or 11.1%, in the first quarter of 2025 as compared to the year-ago period, primarily due to an approximately 17% increase in regional capacity.

For details on the Company's Special charges (credits), see Note 10 to the financial statements included in Part I, Item 1 of this report for additional information.

Other operating expenses increased $178 million, or 8.3%, in the first quarter of 2025 as compared to the year ago period, primarily due to an increase in flying activity, including increased costs for onboard catering and amenities, ground and cargo handling, airport lounge operations and passenger services, as well as expenditures related to employee uniforms and information technology projects and services.

NM - Greater than 100% change or otherwise not meaningful.

Salaries and related costs increased $0.3 billion, or 7.7%, in the second quarter of 2025 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 5.0% increase in headcount, and an increase in pay rates for eligible employee groups.

Aircraft fuel decreased by $0.4 billion, or 11.4%, in the second quarter of 2025 as compared to the year-ago period, due to a lower average price per gallon of fuel, partially offset by increased consumption from increased flying activity.

Landing fees and other rent increased $95 million, or 11.0%, in the second quarter of 2025 as compared to the year-ago period, primarily due to rate increases at various airports and higher landed weight volume due to increased flight activity.

Aircraft maintenance materials and outside repairs increased $149 million, or 20.8%, in the second quarter of 2025 as compared to the year-ago period, primarily due to higher volumes of engine overhauls as well as the timing of repair work.

Regional capacity purchase increased $64 million, or 10.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an approximately 9% increase in regional capacity.

Distribution expenses decreased $139 million, or 22.2%, in the second quarter of 2025 as compared to the year-ago period, primarily due to a change in the mix of sales channels as well as the refinement of assumptions used in determining our credit card fees expense.

Aircraft rent increased $27 million, or 67.2%, in the second quarter of 2025 as compared to the year-ago period, primarily due to the addition of new leased aircraft to the Company's fleet.

For details on the Company's Special charges, see Note 10 to the financial statements included in Part I, Item 1 of this report.

Other operating expenses increased $0.3 billion, or 12.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an increase in flying activity, including increased costs for onboard catering, supplies and amenities, ground and cargo handling, airport lounge operations and passenger services, as well as expenditures related to employee uniforms and information technology projects and services.

Nonoperating Income (Expense ).

The table below shows year-over-year comparisons of the Company's nonoperating income (expense) for the three months ended March 31 (in millions, except for percentage changes):

The table below shows year-over-year comparisons of the Company's nonoperating income (expense) for the three months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

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Interest capitalized 51 60 (9) (15.6)

Unrealized losses on investments, net (21) (37) (16) NM

Unrealized gains (losses) on investments, net 26 (33) (59) NM

Miscellaneous, net 41 20 21 NM

Total nonoperating expense $ (129) $ (263) $ (134) (51.0)

Interest expense decreased $98 million, or 21.6%, in the first quarter of 2025 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization.

Miscellaneous, net changed by $46 million in the first quarter of 2025 as compared to the year-ago period, primarily due to $35 million of debt extinguishment and modification fees related to the refinancing of the Company's 2021 term loans recorded in the year-ago period.

I ncome Taxes.

Total nonoperating expense, net $ (77) $ (190) $ (113) (59.6)

Interest expense decreased $66 million, or 15.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization and a reduction in the average cost of debt.

Unrealized gains on investments, net, was $26 million in the second quarter of 2025 as compared to $33 million in unrealized losses in the year-ago period, primarily due to changes in the market value of the Company's investments in equity securities.

See Note 7 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.

Income Taxes.

See Note 5 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.

First Six Months 2025 Compared to First Six Months 2024

The Company recorded net income of $1.4 billion in the first six months of 2025 as compared to net income of $1.2 billion in the first six months of 2024.

Significant components of the Company's operating results for the six months ended June 30 are as follows (in millions, except percentage changes):

2025 2024 Increase (Decrease) % Change

Operating revenue $ 28,448 $ 27,525 $ 923 3.4

Operating expense 26,516 25,497 1,019 4.0

Operating income 1,932 2,028 (96) (4.7)

Nonoperating expense, net (206) (453) (247) (54.6)

Income before income taxes 1,727 1,575 152 9.6

Income tax expense 366 376 (10) (2.7)

Net income $ 1,361 $ 1,199 $ 162 13.5

Certain consolidated statistical information for the Company's operations for the six months ended June 30 is as follows:

2025 2024 Increase (Decrease) % Change

Passengers (thousands) 86,992 83,700 3,292 3.9

RPMs (millions) 129,604 124,491 5,113 4.1

ASMs (millions) 159,503 151,346 8,157 5.4

Passenger load factor 81.3 % 82.3 % (1.0) pt.

PRASM (cents) 16.11 16.51 (0.40) (2.4)

TRASM (cents) 17.84 18.19 (0.35) (1.9)

Yield (cents) 19.83 20.08 (0.25) (1.3)

CTM (millions) 1,774 1,742 32 1.8

CASM (cents) 16.62 16.85 (0.23) (1.3)

Average price per gallon of fuel, including fuel taxes $ 2.43 $ 2.82 $ (0.39) (13.8)

Fuel gallons consumed (millions) 2,254 2,159 95 4.4

Employee headcount, as of June 30

111,300 106,000 5,300 5.0

Operating Revenue.

The table below shows year-over-year comparisons by type of operating revenue for the six months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Passenger revenue $ 25,696 $ 24,993 $ 703 2.8

Cargo revenue 859 805 54 6.7

Other operating revenue 1,893 1,727 166 9.6

Total operating revenue $ 28,448 $ 27,525 $ 923 3.4

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the six months ended June 30, 2025 compared to the six months ended June 30, 2024:

Increase (Decrease) from 2024:

Domestic Atlantic Pacific Latin Total

Passenger revenue (in millions) $ 206 $ 134 $ 244 $ 119 $ 703

Passenger revenue 1.4 % 2.8 % 8.8 % 4.6 % 2.8 %

Average fare per passenger (2.5) % 1.1 % (2.2) % 1.8 % (1.1) %

Yield (2.3) % 1.5 % (1.1) % 1.0 % (1.3) %

PRASM (5.6) % 0.4 % 5.8 % (0.1) % (2.4) %

Passengers 3.9 % 1.7 % 11.2 % 2.7 % 3.9 %

RPMs 3.8 % 1.3 % 10.0 % 3.6 % 4.1 %

ASMs 7.3 % 2.4 % 2.9 % 4.7 % 5.4 %

Passenger load factor (points) (2.8) (0.9) 5.2 (0.9) (1.0)

Passenger revenue increased $0.7 billion, or 2.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to a 5.4% increase in capacity as well as a 3.9% increase in passengers.

Cargo revenue increased $54 million, or 6.7%, in the first six months of 2025 as compared to the year-ago period, primarily due to higher tonnage and higher yields.

Other operating revenue increased $0.2 billion, or 9.6%, in the first six months of 2025 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club memberships, visitor volume and purchases of one-time United Club passes.

Operating Expenses.

The table below presents data related to the Company's operating expenses for the six months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Salaries and related costs $ 8,568 $ 8,030 $ 538 6.7

Aircraft fuel 5,476 6,087 (611) (10.0)

Landing fees and other rent 1,834 1,670 164 9.8

Aircraft maintenance materials and outside repairs 1,596 1,489 107 7.2

Depreciation and amortization 1,461 1,427 34 2.4

Regional capacity purchase 1,326 1,197 129 10.8

Distribution expenses 983 1,106 (123) (11.1)

Aircraft rent 118 83 35 42.4

Special charges 340 49 291 NM

Other operating expenses 4,814 4,359 455 10.4

Total operating expenses $ 26,516 $ 25,497 $ 1,019 4.0

Salaries and related costs increased $0.5 billion, or 6.7%, in the first six months of 2025 as compared to the year-ago period, primarily due to annual wage rate increases across certain employee groups, increased flight activity, and a 5.0% increase in headcount.

Aircraft fuel expense decreased $0.6 billion, or 10.0%, in the first six months of 2025 as compared to the year-ago period, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from increased flying activity.

Landing fees and other rent increased $164 million, or 9.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to rate increases at various airports, terminal expansions and other increases in the number of airport gates, and higher landed weight volume due to increased flight activity.

Aircraft maintenance materials and outside repairs increased $107 million, or 7.2%, in the first six months of 2025 as compared to the year-ago period, primarily due to engine overhauls and component part repairs driven by higher volumes and cost of materials.

Depreciation expense increased $34 million, or 2.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to the induction of new aircraft and related spare parts, as well as certain capital improvement projects.

Regional capacity purchase increased $129 million, or 10.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to an approximately 13% increase in regional capacity.

Distribution expenses decreased $123 million, or 11.1%, in the first six months of 2025 as compared to the year-ago period, primarily due to a change in the mix of sales channels as well as the refinement of assumptions used in determining our credit card fees expense.

Aircraft rent increased $35 million, or 42.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to the addition of new leased aircraft to the Company's fleet.

For details on the Company's Special charges, see Note 10 to the financial statements included in Part I, Item 1 of this report.

Other operating expenses increased $455 million, or 10.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to an increase in flight activity, including increased costs for onboard catering and amenities, ground and cargo handling, airport lounge operations and passenger services, as well as expenditures related to employee uniforms 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 six months ended June 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Interest expense $ (717) $ (881) $ (164) (18.6)

Interest income 331 367 (36) (9.8)

Interest capitalized 98 121 (23) (18.6)

Unrealized gains (losses) on investments, net 5 (70) 75 NM

Miscellaneous, net 77 10 67 NM

Total nonoperating expense, net $ (206) $ (453) $ (247) (54.6)

Interest expense decreased $164 million, or 18.6%, in the first six months of 2025 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization and a reduction in the average cost of debt.

Interest income decreased $36 million, or 9.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to lower interest rates.

Unrealized gains on investments, net, was $5 million in the first six months of 2025 as compared to $70 million in unrealized losses in the year-ago period, primarily due to the change in the market value of the Company's investments in equity securities.

See Note 7 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.

Miscellaneous, net, changed by $67 million in the first six months of 2025 as compared to the year-ago period, primarily due to $35 million of debt extinguishment and modification fees related to the refinancing of the Company's 2021 term loans recorded in the year-ago period, foreign exchange gains recorded in the current period as compared to losses in the year-ago-period and an increase in the benefit from the Company's net periodic benefit cost of its pensions and postretirement benefit plans.

Income Taxes.

See Note 5 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.

LIQUIDITY AND CAPITAL RESOURCES

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We deploy a disciplined and balanced approach to capital allocation, including returns to shareholders through potential share repurchases.

As of March 31, 2025, the Company had $15.3 billion in unrestricted cash, cash equivalents and short-term investments, as compared to $14.5 billion at December 31, 2024.

As of June 30, 2025, the Company had $15.6 billion in unrestricted cash, cash equivalents and short-term investments, as compared to $14.5 billion at December 31, 2024.

We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated liquidity needs for the next 12 months, and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations.

The Company has a $2.965 billion revolving credit facility as of March 31, 2025, of which $2.95 billion expires February 15, 2029 and $15 million expires April 21, 2025.

The Company has a $3.0 billion revolving credit facility as of June 30, 2025.

The revolving credit facility is secured by certain route authorities and airport slots and gates.

No borrowings were outstanding under the revolving credit facility as of March 31, 2025.

No borrowings were outstanding under the revolving credit facility as of June 30, 2025.

On July 7, 2025, the Company voluntarily prepaid in full the outstanding principal balance of the MileagePlus senior secured notes secured by substantially all of the assets of Mileage Plus Holdings, LLC (the "MileagePlus Notes"), which outstanding principal balance was $1.52 billion as of June 30, 2025, in addition to all accrued and unpaid interest under the MileagePlus Notes, and terminated all commitments thereunder.

We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations.

As of March 31, 2025, the Company had approximately $32.9 billion of debt, finance lease, operating lease and other financial liabilities, including $3.8 billion that will become due in the next 12 months.

As of June 30, 2025, the Company had approximately $32.8 billion of debt, finance lease, operating lease and other financial liabilities, including $6.7 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, limit the ability of the Company and its subsidiaries, under certain circumstances, to incur additional indebtedness and pay dividends or repurchase stock.

As of March 31, 2025, the Company was in compliance with its debt covenants under these agreements.

As of March 31, 2025, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, certain route authorities and airport slots and gates, was pledged under various loan and other agreements.

As of June 30, 2025, the Company was in compliance with its debt covenants under these agreements.

As of June 30, 2025, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, certain route authorities and airport slots and gates, was pledged under various loan and other agreements.

See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information on aircraft financing and other debt instruments.

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See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on commitments.

As of March 31, 2025, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.

As of June 30, 2025, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.

("Airbus") as presented in the table below:

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Aircraft Type Number of Firm

Commitments (a) Last Nine Months

of 2025 2026 After 2026 Last Nine Months

Commitments (a) Last Six Months

of 2025 2026 After 2026 Last Six Months

of 2025 2026 After 2026

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737 MAX 10 167 — 3 164 — — 167

A321neo 135 16 18 101 13 18 104

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Sources and Uses of Cash

The following table summarizes our cash flows for the three months ended March 31 (in millions):

The following table summarizes our cash flows for the six months ended June 30 (in millions):

2025 2024 Increase (Decrease)

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Operating Activities.

Cash flows provided by operating activities increased approximately $0.9 billion in the first three months of 2025 as compared to the year-ago period, primarily due to an operating income increase period-over-period and a net change in various working capital items.

Cash flows provided by operating activities increased approximately $0.2 billion in the first six months of 2025 as compared to the year-ago period, primarily due to net working capital changes and higher profitability in the first six months of 2025.

Investing Activities.

Cash flows used in investing activities increased $2.9 billion in the first three months of 2025 as compared to the year-ago period, primarily due to a decrease in net proceeds of short-term and other investments.

Cash flows used in investing activities were $3.0 billion in the first six months of 2025 compared to cash flows provided by investing activities of $1.6 billion in the year-ago period, a change of $4.6 billion, primarily due to an increase in the purchase of short-term and other investments as well as a decrease in proceeds from the sale of short-term and other investments.

Financing Activities.

Significant financing events in the three months ended March 31, 2025 were as follows:

Significant financing events in the six months ended June 30, 2025 were as follows:

Debt, Finance Lease and Other Financial Liability Principal Payments .

During the three months ended March 31, 2025, the Company made payments for debt, finance leases, and other financial liabilities of $1.0 billion.

During the six months ended June 30, 2025, the Company made payments for debt, finance leases, and other financial liabilities of $1.6 billion.

Share repurchase.

As part of our capital deployment program, the Company's Board of Directors authorized a share repurchase program in October 2024.

In the three months ended March 31, 2025, the Company repurchased, through open market purchases, approximately 4.0 million shares of UAL common stock for a total of approximately $0.4 billion as part of its share repurchase program.

In the three and six months ended June 30, 2025, the Company repurchased, through open market purchases, approximately 3.5 million and 7.6 million shares, respectively, of UAL common stock for a total of approximately $0.2 billion and $0.6 billion, respectively, as part of its share repurchase program.

See Note 3 to the financial statements in Part I, Item 1 of this report and Note 3 to the financial statements in Part II, Item 8 of the 2024 Form 10-K for additional information on the share repurchase program.

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extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constraints at our hubs or other airports;

geopolitical conflict, terrorist attacks or security events (including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope);

geopolitical conflict, terrorist attacks or security events (including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflicts in the Middle East, as well as any escalation of the broader economic consequences of any conflicts beyond their current scope);

any damage to our reputation or brand image;

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high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel;

the impacts of our significant amount of financial leverage from fixed obligations and the impacts of insufficient liquidity on our financial condition and business;

failure to comply with financial and other covenants governing our debt, including our MileagePlus® senior secured notes;

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;

limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S.

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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;

fluctuations in the price of our common stock;

the impacts of seasonality and other factors associated with the airline industry;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis