← Back to UAL filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
United Airlines Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company incorporated in Delaware and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). 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.
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 half of 2026, geopolitical conflicts in the Middle East caused disruption of flying in the region and contributed to materially higher global fuel prices. In response, we took immediate and decisive actions to mitigate the impact of the operational disruptions and rising fuel costs, including reducing capacity and adjusting fares and fees. While our long-term outlook is positive due to our expectation that customer demand will remain strong, we may continue to be impacted by future volatility in the fuel market, especially if the geopolitical conflicts in the Middle East escalate or expand.
•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 adjust our planned capacity at our hub locations.
•Governmental Funding Constraints: We are working with our U.S. federal government partners to reduce passenger travel disruptions due to potential 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 six months ended June 30, 2026, as compared to the corresponding period in 2025.
Second Quarter 2026 Compared to Second Quarter 2025
Significant components of the Company's operating results for the three months ended June 30 are as follows (in millions, except percentage changes):
2026 2025 Increase (Decrease) % Change
Operating revenue $ 17,672 $ 15,236 $ 2,436 16.0
Operating expense 16,576 13,911 2,665 19.2
Operating income 1,096 1,325 (229) (17.3)
Nonoperating expense, net (69) (77) (7) (9.5)
Income before income taxes 1,026 1,248 (222) (17.8)
Income tax expense 221 275 (53) (19.4)
Net income $ 805 $ 973 $ (168) (17.3)
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Certain consolidated statistical information for the Company's operations for the three months ended June 30 is as follows:
2026 2025 Increase (Decrease) % Change
Passengers (thousands) (a) 48,692 46,186 2,506 5.4
Revenue passenger miles ("RPMs" or "traffic") (millions) (b) 72,765 70,088 2,677 3.8
Available seat miles ("ASMs" or "capacity") (millions) (c) 87,279 84,347 2,932 3.5
Passenger load factor (d) 83.4 % 83.1 % 0.3 pts. N/A
Passenger revenue per available seat mile ("PRASM") (cents) 18.45 16.40 2.04 12.5
Total revenue per ASM ("TRASM") (cents) 20.25 18.06 2.18 12.1
Average yield per revenue passenger mile ("Yield") (cents) (e) 22.13 19.74 2.39 12.1
Cargo revenue ton miles ("CTM") (millions) (f) 932 885 47 5.3
Cost per ASM ("CASM") (cents) 18.99 16.49 2.50 15.2
Average price per gallon of fuel, including fuel taxes $ 4.19 $ 2.34 $ 1.85 79.4
Fuel gallons consumed (millions) 1,219 1,188 32 2.7
Employee headcount, as of June 30 117,500 111,300 6,200 5.6
(a) The number of revenue passengers measured by each flight segment flown.
(b) The number of scheduled miles flown by revenue passengers.
(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d) Revenue passenger miles divided by available seat miles.
(e) The average passenger revenue received for each revenue passenger mile flown.
(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
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):
2026 2025 Increase (Decrease) % Change
Passenger revenue $ 16,100 $ 13,836 $ 2,265 16.4
Cargo revenue 527 430 97 22.6
Other operating revenue 1,045 970 75 7.7
Total operating revenue $ 17,672 $ 15,236 $ 2,436 16.0
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 June 30:
Increase (Decrease) from 2025:
Domestic Atlantic Pacific Latin Total
Passenger revenue (in millions) $ 1,601 $ 251 $ 281 $ 131 $ 2,265
Passenger revenue 20.3 % 7.9 % 18.7 % 10.5 % 16.4 %
Average fare per passenger 12.8 % 9.4 % 8.4 % 11.5 % 10.4 %
Yield 13.0 % 10.6 % 10.9 % 10.7 % 12.1 %
PRASM 12.2 % 12.1 % 14.0 % 10.7 % 12.5 %
Passengers 6.6 % (1.4) % 9.4 % (0.9) % 5.4 %
RPMs 6.4 % (2.4) % 7.0 % (0.2) % 3.8 %
ASMs 7.2 % (3.8) % 4.1 % (0.2) % 3.5 %
Passenger load factor (points) (0.6) 1.1 2.3 — 0.3
Passenger revenue increased $2.3 billion, or 16.4%, in the second quarter of 2026 as compared to the year-ago period, primarily due to a 12.1% increase in yield and a 5.4% increase in the number of passengers flown.
Cargo revenue increased $97 million, or 22.6%, in the second quarter of 2026 as compared to the year-ago period, primarily due to an increase in freight yields.
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Other operating revenue increased $75 million, or 7.7%, in the second 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., and an increase in visitor volumes at United Club lounges.
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):
2026 2025 Increase (Decrease) % Change
Salaries and related costs $ 4,686 $ 4,413 $ 274 6.2
Aircraft fuel 5,110 2,775 2,335 84.1
Landing fees and other rent 1,056 961 95 9.9
Aircraft maintenance materials and outside repairs 906 865 41 4.7
Depreciation and amortization 762 733 29 3.9
Regional capacity purchase 743 676 67 9.8
Distribution expenses 644 487 157 32.3
Aircraft rent 112 67 45 67.4
Special charges (credits) (145) 447 (592) NM
Other operating expenses 2,702 2,487 215 8.6
Total operating expense $ 16,576 $ 13,911 $ 2,665 19.2
NM - Greater than 100% change or otherwise not meaningful.
Salaries and related costs increased $274 million, or 6.2%, in the second 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 5.6% increase in headcount and pay rate increases for various eligible employee groups, most recently the employees represented by the Association of Flight Attendants ("AFA") per the new collective bargaining agreement.
Aircraft fuel expense increased $2.3 billion, or 84.1%, in the second 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 $95 million, or 9.9%, in the second quarter of 2026 as compared to the year-ago period, primarily due to rate increases at various airports as well as higher landed weight volume from increased flight activity.
Regional capacity purchase increased $67 million, or 9.8%, in the second quarter of 2026 as compared to the year-ago period, primarily due to a 6% increase in regional flying activity and annual rate increases under United's capacity purchase agreements ("CPAs").
Distribution expense increased $157 million, or 32.3%, in the second quarter of 2026 as compared to the year-ago period, primarily due to higher credit card fees and agency commissions driven by the overall increase in passenger revenue as well as the refinement of assumptions used in determining our credit card fees expense in the year-ago period.
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 $215 million, or 8.6%, in the second quarter of 2026 as compared to the year-ago period, primarily due to an increase in flight activity and number of passengers, including increased costs for catering, ground handling and passenger services, crew-related expenses, as well as expenditures related to information technology projects and services.
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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):
2026 2025 Increase (Decrease) % Change
Interest expense $ (343) $ (361) $ (18) (5.1)
Interest income 148 167 (18) (10.8)
Interest capitalized 59 51 8 16.7
Unrealized gains on investments, net 40 26 14 NM
Miscellaneous, net 26 41 (15) (37.4)
Total nonoperating expense, net $ (69) $ (77) $ (7) (9.5)
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 2026 Compared to First Six Months 2025
Significant components of the Company's operating results for the six months ended June 30 are as follows (in millions, except percentage changes):
2026 2025 Increase (Decrease) % Change
Operating revenue $ 32,280 $ 28,448 $ 3,832 13.5
Operating expense 30,187 26,516 3,671 13.8
Operating income 2,093 1,932 161 8.3
Nonoperating expense, net (196) (206) (9) (4.6)
Income before income taxes 1,897 1,727 170 9.9
Income tax expense 393 366 27 7.4
Net income $ 1,504 $ 1,361 $ 143 10.5
Certain consolidated statistical information for the Company's operations for the six months ended June 30 is as follows:
2026 2025 Increase (Decrease) % Change
Passengers (thousands) 91,178 86,992 4,186 4.8
RPMs (millions) 136,150 129,604 6,545 5.1
ASMs (millions) 164,977 159,503 5,475 3.4
Passenger load factor 82.5 % 81.3 % 1.3 pts. N/A
PRASM (cents) 17.74 16.11 1.63 10.1
TRASM (cents) 19.57 17.84 1.73 9.7
Yield (cents) 21.50 19.83 1.67 8.4
CTM (millions) 1,810 1,774 36 2.0
CASM (cents) 18.30 16.62 1.67 10.1
Average price per gallon of fuel, including fuel taxes $ 3.53 $ 2.43 $ 1.10 45.1
Fuel gallons consumed (millions) 2,312 2,254 58 2.6
Employee headcount, as of June 30 117,500 111,300 6,200 5.6
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):
2026 2025 Increase (Decrease) % Change
Passenger revenue $ 29,267 $ 25,696 $ 3,570 13.9
Cargo revenue 949 859 90 10.5
Other operating revenue 2,064 1,893 171 9.1
Total operating revenue $ 32,280 $ 28,448 $ 3,832 13.5
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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, 2026 compared to the six months ended June 30, 2025:
Increase (Decrease) from 2025:
Domestic Atlantic Pacific Latin Total
Passenger revenue (in millions) $ 2,335 $ 579 $ 500 $ 156 $ 3,570
Passenger revenue 15.5 % 11.8 % 16.6 % 5.8 % 13.9 %
Average fare per passenger 9.7 % 7.6 % 3.8 % 6.6 % 8.7 %
Yield 9.7 % 8.1 % 6.1 % 5.0 % 8.4 %
PRASM 10.2 % 11.3 % 11.0 % 5.5 % 10.1 %
Passengers 5.2 % 3.9 % 12.3 % (0.7) % 4.8 %
RPMs 5.3 % 3.4 % 9.8 % 0.8 % 5.1 %
ASMs 4.8 % 0.4 % 5.0 % 0.3 % 3.4 %
Passenger load factor (points) 0.4 2.4 3.6 0.4 1.3
Passenger revenue increased $3.6 billion, or 13.9%, in the first six months of 2026 as compared to the year-ago period, primarily due to an 8.4% increase in yield and a 4.8% increase in the number of passengers flown.
Cargo revenue increased $90 million, or 10.5%, in the first six months of 2026 as compared to the year-ago period, primarily due to an increase in freight yields.
Other operating revenue increased $171 million, or 9.1%, in the first six months 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., and an increase in visitor volumes at United Club lounges.
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):
2026 2025 Increase (Decrease) % Change
Salaries and related costs $ 9,248 $ 8,568 $ 680 7.9
Aircraft fuel 8,150 5,476 2,674 48.8
Landing fees and other rent 2,004 1,834 170 9.3
Aircraft maintenance materials and outside repairs 1,760 1,596 164 10.3
Depreciation and amortization 1,518 1,461 58 3.9
Regional capacity purchase 1,435 1,326 108 8.2
Distribution expenses 1,167 983 183 18.6
Aircraft rent 195 118 77 65.0
Special charges (534) 340 (873) NM
Other operating expenses 5,245 4,814 431 9.0
Total operating expenses $ 30,187 $ 26,516 $ 3,671 13.8
Salaries and related costs increased $680 million, or 7.9%, in the first six months of 2026 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 5.6% increase in headcount and pay rate increases for various eligible employee groups, most recently the employees represented by the AFA per the new collective bargaining agreement.
Aircraft fuel expense increased $2.7 billion, or 48.8%, in the first six months 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 $170 million, or 9.3%, in the first six months of 2026 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 $164 million, or 10.3%, in the first six months of 2026 as compared to the year-ago period, primarily due to higher volumes of engine overhauls and component part repairs as well as contractual rate increases.
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Depreciation and amortization increased $58 million, or 3.9%, in the first six months of 2026 as compared to the year-ago period, primarily due to the induction of new aircraft as well as certain aircraft improvements.
Regional capacity purchase increased $108 million, or 8.2%, in the first six months of 2026 as compared to the year-ago period, primarily due to a 4% increase in regional flying activity and annual rate increases under United's CPAs.
Distribution expenses increased $183 million, or 18.6%, in the first six months of 2026 as compared to the year-ago period, primarily due to higher credit card fees and agency commissions driven by the overall increase in passenger revenue as well as the refinement of assumptions used in determining our credit card fees expense in the year-ago period.
Aircraft rent increased $77 million, or 65.0%, in the first six months of 2026 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 $431 million, or 9.0%, in the first six months of 2026 as compared to the year-ago period, primarily due to an increase in flight activity and number of passengers, including increased costs for 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 six months ended June 30 (in millions, except for percentage changes):
2026 2025 Increase (Decrease) % Change
Interest expense $ (670) $ (717) $ (47) (6.6)
Interest income 284 331 (47) (14.2)
Interest capitalized 113 98 15 15.2
Unrealized gains on investments, net 26 5 21 NM
Miscellaneous, net 50 77 (27) (35.0)
Total nonoperating expense, net $ (196) $ (206) $ (9) (4.6)
Interest expense decreased $47 million, or 6.6%, in the first six months 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 $47 million, or 14.2%, in the first six months of 2026 as compared to the year-ago period, primarily due to lower interest rates.
Miscellaneous, net, changed by $27 million in the first six months of 2026 as compared to the year-ago period, primarily due to debt extinguishment and modification fees in the first six months of 2026, foreign exchange losses recorded in the current period as compared to gains in the year-ago-period and a decrease 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
Current Liquidity
As of June 30, 2026, the Company had $16.6 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 June 30, 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 June 30, 2026.
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, 2026, the Company had $33.7 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
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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, 2026, the Company was in compliance with its covenants under these debt agreements. As of June 30, 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.
As of June 30, 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:
Contractual Aircraft Deliveries Expected Aircraft Deliveries (b)
Aircraft Type Number of Firm Commitments (a) Last Six Months of 2026 2027 After 2027 Last Six Months of 2026 2027 After 2027
787 146 42 11 93 12 27 107
737 MAX 9 63 63 — — 40 23 —
737 MAX 10 167 3 44 120 — 20 147
A321neo 111 8 3 100 6 5 100
A321XLR 49 5 15 29 5 15 29
A350 45 — — 45 — — —
(a) United also has options and purchase rights for additional aircraft.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. However, aircraft deliveries are subject to a number of variables, as further described in Part I, Item 1A. Risk Factors of the 2025 Form 10-K, and we cannot guarantee delivery of any particular aircraft at any specific time notwithstanding firm purchase commitments.
The aircraft listed in the table above are scheduled for delivery through 2034. The amount and timing of the Company's future capital commitments could change to the extent that: (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; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.
Sources and Uses of Cash
The following table summarizes our cash flows for the six months ended June 30 (in millions):
Total cash provided by (used in): 2026 2025 Increase (Decrease)
Operating activities $ 6,409 $ 5,927 $ 482
Investing activities (3,354) (3,042) 312
Financing activities 1,172 (2,300) 3,472
Net increase in cash, cash equivalents and restricted cash $ 4,227 $ 585 $ 3,642
Operating Activities. Cash flows provided by operating activities increased $0.5 billion in the first six months 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, primarily an increase in advance ticket sales.
Investing Activities. Cash flows used in investing activities increased $0.3 billion in the first six months of 2026 as compared to the year-ago period, primarily due to an increase in capital expenditures attributable to the purchase of aircraft and related spare parts.
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Financing Activities. Significant financing events in the six months ended June 30, 2026 were as follows:
Debt Issuances. During the six months ended June 30, 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; and
•$3.9 billion from various aircraft financings.
Debt, Finance Lease and Other Financial Liability Principal Payments. During the six months ended June 30, 2026, the Company made payments for debt, finance leases, and other financial liabilities of $4.5 billion, including the redemption of $2.0 billion aggregate principal amount of the 4.375% Senior Secured Notes due 2026 and the partial prepayment of $0.6 billion aggregate principal amount of a $1.5 billion note issued to the U.S. Treasury under the Payroll Support Program due 2030.
See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information on debt issuances and debt prepayments.
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 six months ended June 30, 2026, the Company repurchased, through open market purchases, 0.3 million shares of UAL common stock for a total of $27 million as part of its share repurchase program. The Company did not make any repurchases during the three months ended June 30, 2026.
Credit Ratings. As of the filing date of this report, UAL and United had the following corporate credit ratings:
S&P Moody's Fitch
UAL BB+ Ba1 BB+
United BB+ * BB+
*The credit agency does not issue corporate credit ratings for subsidiary entities.
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. 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.
Commitments, Contingencies and Liquidity Matters. As described in the 2025 Form 10-K, the Company's liquidity may be adversely impacted by a variety of factors, including, but not limited to, pension funding obligations, reserve requirements associated with credit card processing agreements, guarantees, commitments and contingencies.
See the 2025 Form 10-K and Notes 6, 7, 8 and 9 to the financial statements contained in Part I, Item 1 of this report for additional information.
CRITICAL ACCOUNTING POLICIES
See "Critical Accounting Policies" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K.
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, 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. 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
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objectives to differ materially from those expressed in, or implied by, the statements. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," "on track" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.
Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our fleet and network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into aircraft orders on less favorable terms, as well as any inability to accept or integrate new aircraft into our fleet as planned, including as a result of any mandatory groundings of aircraft; any failure to effectively manage, and receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; adverse publicity, increased regulatory scrutiny, harm to our brand, reduced travel demand, potential tort liability and operational restrictions as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business arrangements or other consolidations; 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; disruptions to our regional network and United Express flights provided by third-party regional carriers; unfavorable economic and political conditions in the United States and globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships with these providers or their provision of services; extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constraints at our hubs or other airports (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 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; 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 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; current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions; costs, liabilities and risks associated with environmental regulation and climate change; high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel, including as a result of the geopolitical conflicts in the Middle East; 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. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance coverage; risks relating to our repurchase program for UAL common stock and warrants; and other risks and uncertainties set forth under Part I, Item 1A. 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.
The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should
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not consider this list to be a complete statement of all potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations.