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Item 2. Management’s Discussion and Analysis

2026-04-22 compared with 2025-10-16 · 74 added, 192 removed, 166 unchanged (62% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

This 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K") to enhance the understanding of our results of operations, financial condition and cash flows.

United Airlines Holdings, Inc.

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(together with its consolidated subsidiaries, "United").

This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements.

As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.

United comprises substantially all of UAL's operating revenues, operating expenses, 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.

As UAL consolidates United for financial statement purposes, and United comprises substantially all of UAL's operating revenues, operating expenses, assets, liabilities and operating cash flows, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.

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 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.

The Company transports people and cargo through its mainline operations, which utilize jet aircraft with at least 126 seats, and regional operations, which utilize smaller aircraft that are operated under contract by United's regional carriers.

The Company serves virtually every major market around the world, either directly or through participation in Star Alliance ® , the world's largest airline alliance network.

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 "Economic and Market Factors," "Governmental Actions" and "Forward-Looking Information" and in Part I, Item 1A.

Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K").

The results presented in this report are not necessarily indicative of future operating results.

Economic and Market Factors

The airline industry is highly competitive, marked by significant competition with respect to routes, fares, airline capacity, 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 believe are or will be most impactful to our results of operations and financial condition include the following:

the execution and effect of our business strategies, including our United Next plan, especially relating to our focus on expanding market and product opportunities and the growth in the scale of our operations;

the impact on the Company of significant operational challenges by third parties on which we rely;

aircraft delivery delays;

rising inflationary pressures;

labor market and supply chain constraints and related costs affecting us and our partners;

volatile fuel prices;

increasing maintenance expenses;

changes in interest rates;

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.

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 the 2024 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 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);

increased Federal Aviation Administration oversight of the aircraft production process;

any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through our loyalty program or the co-branded credit cards issued by our partner;

the effect of trade tariffs and any potential changes to them that we are unable to mitigate;

and certain rules and regulations proposed by the U.S.

Department of Transportation that would impose additional costs and operational restrictions on airlines.

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.

Key Trends Impacting Our Business

Our industry is dynamic, highly competitive and subject to a number of industry-specific factors and global macroeconomic conditions that may cause our actual results of operations to differ from our historical results of operations or current expectations.

The economic, market and legal factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following:

• Geopolitical Conflicts in the Middle East:

During the first quarter of 2026, geopolitical tensions in the Middle East caused disruption of flying in the region and contributed to materially higher global fuel prices that could continue in the future.

In response, we took immediate and decisive actions to mitigate the impact of the operational disruptions and rising fuel costs, including reducing lower-margin capacity and adjusting fares and fees.

• Regulatory or Court Decisions Restricting Our Capacity Targets:

We remain vulnerable to regulatory actions (including by the Federal Aviation Administration) or court decisions that would force us to limit our planned capacity at our hub locations in ways that are not aligned with our business strategy.

• Governmental Funding Constraints:

We are working with our U.S.

federal government partners to reduce passenger travel disruptions due to budgetary decisions limiting or delaying government spending or reducing staffing of government agencies with which we interact routinely, including as a result of a federal government shutdown.

We will 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 our 2025 Form 10-K.

RESULTS OF OPERATIONS

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):

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three months ended March 31, 2026, as compared to the corresponding period in 2025.

First Quarter 2026 Compared to First Quarter 2025

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

2026 2025 Increase (Decrease) % Change

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Net income $ 699 $ 387 $ 311 80.4

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

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

2026 2025 Increase (Decrease) % Change

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Fuel gallons consumed (millions) 1,093 1,067 26 2.4

Employee headcount, as of September 30

Employee headcount, as of March 31

115,600 109,200 6,400 5.9

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Operating Revenue.

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):

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):

2026 2025 Increase (Decrease) % Change

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Total operating revenue $ 14,608 $ 13,213 $ 1,396 10.6

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes:

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the three months ended March 31:

Increase (Decrease) from 2025:

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Passenger load factor (points) 1.5 4.5 4.9 0.7 2.4

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.

Passenger revenue increased $1.3 billion, or 11.0%, in the first quarter of 2026 as compared to the year-ago period, primarily due to a 3.4% increase in capacity, a 4.2% increase in yield and a 4.1% increase in the number of passengers flown.

Other operating revenue increased $97 million, or 10.5%, in the first quarter of 2026 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.

Operating Expenses.

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):

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):

2026 2025 Increase (Decrease) % Change

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

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 $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 September 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Interest expense $ (331) $ (379) $ (48) (12.6)

Interest income 142 187 (45) (23.9)

Interest capitalized 53 53 — 0.2

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 $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 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

Operating revenue $ 43,673 $ 42,368 $ 1,305 3.1

Operating expense 40,345 38,775 1,570 4.1

Operating income 3,328 3,593 (265) (7.4)

Nonoperating expense, net (346) (732) (386) (52.7)

Income before income taxes 2,981 2,861 120 4.2

Income tax expense 672 697 (25) (3.6)

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

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

2025 2024 Increase (Decrease) % Change

Passengers (thousands) 135,374 129,259 6,115 4.7

RPMs (millions) 203,374 194,040 9,334 4.8

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

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

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

TRASM (cents) 17.69 18.19 (0.50) (2.8)

Yield (cents) 19.43 19.87 (0.44) (2.2)

CTM (millions) 2,663 2,623 40 1.5

CASM (cents) 16.34 16.65 (0.31) (1.9)

Average price per gallon of fuel, including fuel taxes $ 2.43 $ 2.73 $ (0.30) (11.0)

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

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 nine months ended September 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Passenger revenue $ 39,512 $ 38,554 $ 958 2.5

Cargo revenue 1,290 1,222 68 5.5

Other operating revenue 2,872 2,592 280 10.8

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 nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:

Increase (Decrease) from 2024:

Domestic Atlantic Pacific Latin Total

Passenger revenue (in millions) $ 448 $ 177 $ 268 $ 65 $ 958

Passenger revenue 2.0 % 2.2 % 6.5 % 1.8 % 2.5 %

Average fare per passenger (2.6) % (1.7) % (3.8) % (1.9) % (2.1) %

Yield (2.3) % (1.3) % (2.4) % (2.7) % (2.2) %

PRASM (4.8) % (2.3) % 2.6 % (4.3) % (3.3) %

Passengers 4.7 % 3.9 % 10.7 % 3.7 % 4.7 %

RPMs 4.3 % 3.6 % 9.1 % 4.6 % 4.8 %

ASMs 7.1 % 4.6 % 3.8 % 6.4 % 6.0 %

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

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 nine months ended September 30 (in millions, except for percentage changes):

2025 2024 Increase (Decrease) % Change

Salaries and related costs $ 13,123 $ 12,353 $ 770 6.2

Aircraft fuel 8,473 9,080 (607) (6.7)

Landing fees and other rent 2,836 2,536 300 11.8

Aircraft maintenance materials and outside repairs 2,374 2,254 120 5.3

Depreciation and amortization 2,191 2,169 22 1.0

Regional capacity purchase 2,012 1,848 164 8.9

Distribution expenses 1,538 1,680 (142) (8.4)

Aircraft rent 172 148 24 16.4

Special charges 266 44 222 NM

Other operating expenses 7,359 6,663 696 10.4

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

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 $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.

Salaries and related costs increased $406 million, or 9.8%, in the first quarter of 2026 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 5.9% increase in headcount, and an increase in pay rates for eligible employee groups.

Aircraft fuel expense increased $339 million, or 12.6%, in the first quarter of 2026 as compared to the year-ago period, primarily due to a higher average price per gallon of fuel and increased consumption from increased flight activity.

Landing fees and other rent increased $75 million, or 8.6%, in the first quarter of 2026 as compared to the year-ago period, primarily due to higher landed weight volume from increased flight activity and rate increases at various airports.

Aircraft maintenance materials and outside repairs increased $123 million, or 16.8%, in the first quarter of 2026 as compared to the year-ago period, primarily due to higher volumes of engine overhauls and component parts repairs due to increased flight activity.

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.

Other operating expenses increased $216 million, or 9.3%, in the first quarter of 2026 as compared to the year-ago period, primarily due to an increase in flight activity and on-board passengers, including increased costs for on-board catering, ground handling and passenger services, crew-related expenses, as well as expenditures related to 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 nine months ended September 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 March 31 (in millions, except for percentage changes):

2026 2025 Increase (Decrease) % Change

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Interest capitalized 54 48 7 13.7

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

Miscellaneous, net 86 (40) 126 NM

Unrealized losses on investments, net (13) (21) (7) (35.4)

Miscellaneous, net 24 36 (11) (32.1)

Total nonoperating expense, net $ (127) $ (129) $ (2) (1.6)

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.

Interest expense decreased $29 million, or 8.1%, in the first quarter of 2026 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization.

Interest income decreased $29 million, or 17.7%, in the first quarter of 2026 as compared to the year-ago period, primarily due to lower levels of cash and short-term investments and lower interest rates.

Unrealized losses on investments, net, represent 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 $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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Current Liquidity

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

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.

As of March 31, 2026, the Company had $14.2 billion in unrestricted cash, cash equivalents and short-term investments, as compared to $12.2 billion at December 31, 2025.

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 September 30, 2025.

The Company has a $3.0 billion revolving credit facility as of March 31, 2026.

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 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.

No borrowings were outstanding under the revolving credit facility as of March 31, 2026.

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

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.

As of March 31, 2026, the Company had approximately $31.0 billion of debt, finance lease, operating lease and other financial liabilities, including $3.0 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 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.

As of March 31, 2026, the Company was in compliance with its covenants under these debt agreements.

As of March 31, 2026, 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.

On February 3, 2026, the Company entered into Amendment No.

4 to Term Loan Credit and Guaranty Agreement that lowered the margin on its interest rate from 2.00% to 1.75%, in the case of Term SOFR (as such term is defined in the Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended) loans, and from 1.00% to 0.75%, in the case of loans at other market rates.

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.

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

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

As of March 31, 2026, 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 Three Months

of 2025 2026 After 2026 Last Three Months

of 2025 2026 After 2026

Commitments (a) Last Nine Months of 2026 2027 After 2027 Last Nine Months of 2026 2027 After 2027

787 146 44 9 93 16 26 104

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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.

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

Sources and Uses of Cash

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

2025 2024 Increase (Decrease)

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

Total cash provided by (used in):

2026 2025 Increase (Decrease)

Operating activities $ 4,799 $ 3,710 $ 1,090

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Financing activities (976) (1,457) (481)

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

Net increase in cash, cash equivalents and restricted cash $ 1,929 $ 791 $ 1,139

Operating Activities.

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.

Cash flows provided by operating activities increased approximately $1.1 billion in the first quarter of 2026 as compared to the year-ago period, primarily due to an operating income increase period-over-period as well as a net change in various working capital items, including an increase in advance ticket sales.

Investing Activities.

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.

Cash flows used in investing activities increased approximately $0.4 billion in the first quarter of 2026 as compared to the year-ago period, primarily due to an increase in capital expenditures primarily attributable to the purchase of aircraft and advance deposits for future aircraft purchases.

Financing Activities.

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

Significant financing events in the three months ended March 31, 2026 were as follows:

Debt Issuances.

During the three months ended March 31, 2026, the Company received and recorded:

• $1.0 billion from the issuance of 5.375% Senior Notes due 2031;

• $1.0 billion from the issuance of 4.875% Senior Notes due 2029;

• $258 million from various aircraft financings.

Debt, Finance Lease and Other Financial Liability Principal Payments .

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

During the three months ended March 31, 2026, the Company made payments for debt, finance leases, and other financial liabilities of $3.1 billion, including the prepayment of the $2.0 billion 4.375% Senior Secured Notes due April 15, 2026.

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

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 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.

In the three months ended March 31, 2026, the Company repurchased, through open market purchases, approximately 0.3 million shares of UAL common stock for a total of approximately $27 million as part of its share repurchase program.

Credit Ratings.

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*The credit agency does not issue corporate credit ratings for subsidiary entities.

The Company has been able to secure financing with investment grade credit ratings for certain enhanced equipment trust certificates ("EETCs"), term loans and secured bond financings.

Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the Company as well as affect the fair market value of existing debt.

The Company was upgraded by S&P in August 2025 and assigned a positive outlook in January 2026, upgraded by Moody's in November 2025 and assigned a stable outlook, and upgraded by Fitch in December 2025 and assigned a stable outlook.

A rating reflects only the view of a rating agency and is 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 agency decides that circumstances warrant such a change.

Currently, Moody's and Fitch have assigned the Company a positive outlook, while S&P maintains a stable outlook.

Commitments, Contingencies and Liquidity Matters.

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FORWARD-LOOKING INFORMATION

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

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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;

unfavorable developments affecting our MileagePlus loyalty program;

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;

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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 (including as a result of government shutdowns);

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 or a delay in any planned resumption of service to an area impacted by conflict);

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 military conflicts across the globe, as well as any escalation of the broader economic consequences of any conflicts beyond their current scope or a delay in any planned resumption of service to an area impacted by conflict);

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;

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 impacts of union disputes, employee strikes or slowdowns, and other costs related to employee and retiree health, pension, labor or regulatory compliance costs on our operations or financial performance;

any failure to recruit, hire, develop or train 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;

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costs, liabilities and risks associated with environmental regulation and climate change;

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

high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel, including as a result of the military conflict in Iran;

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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and other risks and uncertainties set forth under Part I, Item 1A.

Risk Factors, of our 2024 Form 10-K, and under "Economic and Market Factors" and "Governmental Actions" in Part I, Item 2.

Risk Factors, of our 2025 Form 10-K, and under "Key Trends Impacting Our Business" in Part I, Item 2.

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.

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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