What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-16 compared with 2025-07-17 · 70 added, 75 removed, 288 unchanged (33% of the section changed)

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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 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):

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

Third Quarter 2025 Compared to Third Quarter 2024

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

2025 2024 Increase (Decrease) % Change

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Net income $ 949 $ 965 $ (16) (1.7)

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

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

2025 2024 Increase (Decrease) % Change

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Fuel gallons consumed (millions) 1,233 1,170 63 5.4

Employee headcount, as of June 30

Employee headcount, as of September 30

111,900 106,500 5,400 5.1

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Operating Revenue.

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):

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

2025 2024 Increase (Decrease) % Change

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Passenger load factor (points) (1.0) (1.0) 1.0 (2.7) (0.9)

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.

Passenger revenue increased $254 million, or 1.9%, in the third quarter of 2025 as compared to the year-ago period, primarily due to a 7.2% increase in capacity and a 6.2% increase in the number of passengers flown, partially offset by a 4.0% decrease in yield.

Other operating revenue increased $114 million, or 13.2%, in the third 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 June 30 (in millions, except for percentage changes):

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

2025 2024 Increase (Decrease) % Change

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Aircraft rent 54 65 (11) (16.7)

Special charges 447 36 411 NM

Special charges (credits) (73) (5) 68 NM

Other operating expenses 2,546 2,304 242 10.5

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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.

Salaries and related costs increased $232 million, or 5.4%, in the third 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 5.1% increase in headcount, and an increase in pay rates for eligible employee groups.

Landing fees and other rent increased $136 million, or 15.7%, in the third 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.

Regional capacity purchase increased $35 million, or 5.3%, in the third quarter of 2025 as compared to the year-ago period, primarily due to an approximately 10% increase in regional flying activity.

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.

Other operating expenses increased $242 million, or 10.5%, in the third quarter of 2025 as compared to the year-ago period, primarily due to an increase in flying activity and on-board passengers, including increased costs for onboard catering, ground handling and passenger services, crew-related expenses, as well as expenditures related to 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 June 30 (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 September 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

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Interest capitalized 53 53 — 0.2

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

Unrealized losses on investments, net (13) (90) (77) NM

Miscellaneous, net 9 (50) 59 NM

Total nonoperating expense, net $ (141) $ (279) $ (138) (49.6)

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.

Interest expense decreased $48 million, or 12.6%, in the third 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.

Interest income decreased $45 million, or 23.9%, in the third quarter of 2025 as compared to the year-ago period, primarily due to lower interest rates and slightly lower levels of cash and short-term investments.

Unrealized losses on investments, net, were $13 million in the third quarter of 2025 as compared to $90 million 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.

Miscellaneous, net, changed by $59 million in the third quarter of 2025 as compared to the year-ago period, primarily due to $75 million of debt extinguishment and modification fees in the year-ago period as compared to $20 million in the third quarter of 2025.

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):

First Nine Months 2025 Compared to First Nine Months 2024

The Company recorded net income of $2.3 billion in the first nine months of 2025 as compared to net income of $2.2 billion in the first nine months of 2024.

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

2025 2024 Increase (Decrease) % Change

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Net income $ 2,309 $ 2,164 $ 145 6.7

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

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

2025 2024 Increase (Decrease) % Change

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ASMs (millions) 246,919 232,887 14,032 6.0

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

Passenger load factor 82.4 % 83.3 % (0.9) pts.

PRASM (cents) 16.00 16.55 (0.55) (3.3)

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Fuel gallons consumed (millions) 3,488 3,329 159 4.8

Employee headcount, as of June 30

Employee headcount, as of September 30

111,900 106,500 5,400 5.1

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):

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

2025 2024 Increase (Decrease) % Change

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Total operating revenue $ 43,673 $ 42,368 $ 1,305 3.1

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:

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

Increase (Decrease) from 2024:

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Passenger load factor (points) (2.2) (0.8) 3.9 (1.5) (0.9)

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.

Passenger revenue increased approximately $1.0 billion, or 2.5%, in the first nine months of 2025 as compared to the year-ago period, primarily due to a 6.0% increase in capacity as well as a 4.7% increase in passengers.

Cargo revenue increased $68 million, or 5.5%, in the first nine months of 2025 as compared to the year-ago period, primarily due to both higher tonnage and higher yields.

Other operating revenue increased $280 million, or 10.8%, in the first nine 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 and visitor volumes.

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):

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

2025 2024 Increase (Decrease) % Change

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Total operating expenses $ 40,345 $ 38,775 $ 1,570 4.1

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.

Salaries and related costs increased $770 million, or 6.2%, in the first nine months of 2025 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 5.1% increase in headcount, and an increase in pay rates for eligible employee groups.

Aircraft fuel expense decreased $607 million, or 6.7%, in the first nine 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 $300 million, or 11.8%, in the first nine 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 $120 million, or 5.3%, in the first nine 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.

Regional capacity purchase increased $164 million, or 8.9%, in the first nine months of 2025 as compared to the year-ago period, primarily due to an approximately 12% increase in regional flying activity.

Distribution expenses decreased $142 million, or 8.4%, in the first nine 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.

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.

Other operating expenses increased $696 million, or 10.4%, in the first nine months of 2025 as compared to the year-ago period, primarily due to an increase in flying activity and on-board passengers, including increased costs for onboard catering and amenities, ground and cargo handling, airport lounge operations and passenger services, crew-related expenses, 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):

The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the nine months ended September 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

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Interest capitalized 152 174 (22) (12.9)

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

Unrealized losses on investments, net (8) (160) (152) NM

Miscellaneous, net 86 (40) 126 NM

Total nonoperating expense, net $ (346) $ (732) $ (386) (52.7)

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.

Interest expense decreased $212 million, or 16.8%, in the first nine 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 $81 million, or 14.6%, in the first nine months of 2025 as compared to the year-ago period, primarily due to lower interest rates and slightly lower levels of cash and short-term investments.

Unrealized losses on investments, net, were $8 million in the first nine months of 2025 as compared to $160 million 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.

Miscellaneous, net, changed by $126 million in the first nine months of 2025 as compared to the year-ago period, primarily due to $110 million of debt extinguishment and modification fees in the year-ago period as compared to $20 million in the first nine months of 2025, 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.

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

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.

As of September 30, 2025, the Company had $13.3 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 $3.0 billion revolving credit facility as of June 30, 2025.

The Company has a $3.0 billion revolving credit facility as of September 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 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.

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

On July 7, 2025, Mileage Plus Holdings, LLC ("MPH"), a direct wholly owned subsidiary of United, and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly owned subsidiary of MPH ("MIPA" and, together with MPH, the "Issuers"), redeemed in full (the "Redemption") all $1.52 billion aggregate principal amount of the Issuers' outstanding MileagePlus 6.5% senior secured notes due 2027 (the "MileagePlus Notes"), which were secured by substantially all of the assets of the Issuers and their subsidiaries.

As a result of the Redemption and the July 2024 voluntarily prepayment in full of the $1.80 billion outstanding principal balance of the secured term loan facility, which was secured ratably with the MileagePlus Notes, all indebtedness secured by the MileagePlus assets have been fully repaid.

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

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.

As of September 30, 2025, the Company had approximately $31.3 billion of debt, finance lease, operating lease and other financial liabilities, including $5.2 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 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.

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

As of September 30, 2025, a substantial portion of the Company's assets, principally aircraft and certain related assets, 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 June 30, 2025, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.

As of September 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 Six Months

of 2025 2026 After 2026 Last Six Months

Commitments (a) Last Three Months

of 2025 2026 After 2026 Last Three Months

of 2025 2026 After 2026

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(i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders;

(ii) rights are

exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries;

(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.

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Sources and Uses of Cash

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

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

2025 2024 Increase (Decrease)

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Financing activities (4,436) (3,591) 845

Net increase in cash, cash equivalents and restricted cash $ 585 $ 4,780 $ (4,195)

Net increase (decrease) in cash, cash equivalents and restricted cash $ (2,075) $ 2,694 $ (4,769)

Operating Activities.

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.

Cash flows provided by operating activities decreased approximately $76 million in the first nine months of 2025 as compared to the year-ago period, primarily due to lower operating income in the first nine months of 2025.

Investing Activities.

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.

Cash flows used in investing activities increased $3.8 billion in the first nine months of 2025 as compared to the year-ago period, 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 six months ended June 30, 2025 were as follows:

Significant financing events in the nine months ended September 30, 2025 were as follows:

Debt, Finance Lease and Other Financial Liability Principal Payments .

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

During the nine months ended September 30, 2025, the Company made payments for debt, finance leases, and other financial liabilities of $4.2 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 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.

In the three and nine months ended September 30, 2025, the Company repurchased, through open market purchases, approximately 0.2 million and 7.8 million shares, respectively, of UAL common stock for a total of approximately $19 million and $612 million, 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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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 (the "Exchange Act"), including in Part I, Item 2.

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, airline capacity, fleet plan strategy, fares, booking trends, product development, corporate citizenship-related strategy initiatives and business strategy.

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, capital allocation and investments, market position, airline capacity, fleet plan strategy, fares, booking trends, product development, corporate citizenship-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.

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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 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);

extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constraints at our hubs or other airports (including as a result of government shutdowns);

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;

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.

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;

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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