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What changed in United Airlines Holdings's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of United Airlines Holdings's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+374 added−365 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-27)

Top changes in United Airlines Holdings's 2025 10-K

374 paragraphs added · 365 removed · 294 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

87 edited+33 added−28 removed86 unchanged
Biggest changeSuch agreements typically do not contain an expiration date and instead specify an amendable date, upon which the agreement is considered "open for amendment." The following table reflects the Company's represented employee groups, the number of employees per represented group, union representation for each employee group, and the amendable date for each employee group's collective bargaining agreement as of December 31, 2024: Employee Group Number of Employees Union Agreement Open for Amendment United Airlines, Inc.: Flight Attendants 26,337 Association of Flight Attendants August 2021 Fleet Service 16,017 International Association of Machinists and Aerospace Workers (the "IAM") May 2025 Pilots 16,123 Air Line Pilots Association ("ALPA") October 2027 Passenger Service 11,650 IAM May 2025 Technicians 9,967 International Brotherhood of Teamsters (the "IBT") December 2024 Storekeepers 1,300 IAM May 2025 Dispatchers 515 Professional Airline Flight Control Association December 2024 Fleet Tech Instructors 146 IAM May 2025 Technical Operations Maintenance Planners 136 IBT May 2028 Technical Operations Maintenance Controllers 88 IBT November 2026 Load Planners 78 IAM May 2025 Maintenance Instructors 55 IAM May 2025 Security Officers 43 IAM May 2025 United Ground Express, Inc.: Passenger Service 5,882 IAM March 2025 Board Oversight : Our Board, assisted by several of its committees, plays a key role in the strategic oversight of management regarding the development, implementation and effectiveness of the Company's policies and strategies relating to human capital management.
Biggest changeThe Company is also in active negotiations with all of its union represented employees with amendable contracts. 11 Table of Contents Employee Group Number of Employees Union Agreement Open for Amendment United Airlines, Inc.: Flight Attendants 28,220 Association of Flight Attendants ("AFA") August 2021 Fleet Service 16,789 International Association of Machinists and Aerospace Workers (the "IAM") May 2025 Pilots 17,126 Air Line Pilots Association ("ALPA") October 2027 Passenger Service 11,493 IAM May 2025 Technicians 10,599 International Brotherhood of Teamsters (the "IBT") December 2024 Storekeepers 1,448 IAM May 2025 Dispatchers 554 Professional Airline Flight Control Association December 2024 Fleet Tech Instructors 162 IAM May 2025 Technical Operations Maintenance Planners 147 IBT May 2028 Technical Operations Maintenance Controllers 97 IBT November 2026 Load Planners 88 IAM May 2025 Maintenance Instructors 53 IAM May 2025 Security Officers 50 IAM May 2025 United Ground Express, Inc.: Passenger Service 6,727 IAM March 2025 Board Oversight : The Company's Board, assisted by several of its committees, plays a key role in the strategic oversight of management regarding the development, implementation and effectiveness of the Company's policies and strategies relating to human capital management.
The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts.
The fees are based on rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts.
The Company's Board of Directors (the "Board"), including through its Public Responsibility Committee, provides oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy. Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives.
The Company's Board of Directors (the "Board"), including through its Public Responsibility Committee, provides oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy. Management periodically updates the Board on the implementation of the Company's climate strategic goals and objectives.
These challenges with present-day SAF have informed the Company's strategy of investing in technology to help scale the SAF market and unlock future supply for the Company. The Company has an established history in the investment in, and use of, SAF. Beginning in 2015, the Company made its first investment in a company working to commercialize SAF production.
These challenges with present-day SAF have informed the Company's strategy of investing in technology to help scale the SAF market and unlock future supply for the Company. The Company has an established history of investment in, and use of, SAF. Beginning in 2015, the Company made its first investment in a company working to commercialize SAF production.
Other Regulations . Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally.
Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally.
The Board's Executive Committee oversees and reviews significant human capital strategies, including culture and talent management matters, and the Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's people impact strategic goals and objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations.
The Board's Executive Committee oversees and reviews significant human capital strategies, including culture and talent management matters, and the Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's people impact strategic goals and objectives. Many of the Company's Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations.
Certain state governments and local municipalities have adopted legislation prohibiting the use of Class B fire-fighting foam agents that contain intentionally added PFAS. As a result, the Company continues to incur costs to convert existing fixed foam fire suppression systems to accommodate PFAS-free firefighting foam agents.
Certain state governments and local municipalities have adopted legislation prohibiting the use of Class B firefighting foam agents that contain intentionally added PFAS. As a result, the Company continues to incur costs to convert existing fixed foam fire suppression systems to accommodate PFAS-free firefighting foam agents.
(e) Scope 1+2 and Scope 3 (categories 3 and 4) emissions/mainline+regional RTKs; metric used for tracking progress against the Company's 2035 carbon emissions intensity goal and 2050 carbon emission goal. (f) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(e) Scope 1+2 and Scope 3 (categories 3 and 4) emissions/mainline+regional RTKs; metric used for tracking progress against the Company's 2035 carbon emissions intensity and 2050 carbon emission goals. (f) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
In 2024 the Company continued to make progress with its United Next plan to align its network and product with the potential of its hubs while remaining focused on protecting the safety of its employees and customers and providing a superior customer experience.
In 2025 the Company continued to make progress with its United Next plan to align its network and product with the potential of its hubs while remaining focused on protecting the safety of its employees and customers and providing a superior customer experience.
Its main focus in realizing this objective is reducing its conventional jet fuel consumption, which is both the largest contributor to its environmental footprint and, as noted above, a sizable expense for the Company.
Its main focus in realizing this objective is optimizing its conventional jet fuel consumption, which is both the largest contributor to its environmental footprint and, as noted above, a sizable expense for the Company.
Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes maintenance procedures, oversees airport operations and regulates pilot and other employee training.
Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes maintenance procedures, oversees airport operations and regulates 12 Table of Contents pilot and other employee training.
Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6% of the Company's total capacity for the year ended December 31, 2024. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express.
Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6.1% of the Company's total capacity for the year ended December 31, 2025. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express.
The exact mechanism by which CORSIA will be implemented domestically is currently unknown as the federal government has not enacted legislation or regulations to implement the first phase of CORSIA. Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation.
The exact mechanism by which CORSIA will be implemented domestically is currently unknown as the federal government has not enacted legislation or regulations to implement the first phase of CORSIA. 13 Table of Contents Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation.
These passenger JBAs enable the participating carriers to integrate the services they 4 Table of Contents provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight schedules, fares and services. Separate from the passenger JBAs, United is also a party to a JBA with Lufthansa for transatlantic cargo services.
These passenger JBAs enable the participating carriers to integrate the services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight schedules, fares and services. Separate from the passenger JBAs, United is also a party to a JBA with Lufthansa for transatlantic cargo services.
(b) Excludes biogenic emissions in accordance with the Greenhouse Gas Protocol. (c) Intensity rates and operational figures are calculated based on third-party verified data for 2023 and 2022. (d) The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of kilometers flown on each segment.
(b) Excludes biogenic CO 2 emissions in accordance with the Greenhouse Gas Protocol. (c) Intensity rates and operational figures are calculated based on third-party verified data for 2024 and 2023. (d) The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of kilometers flown on each segment.
As part of its United Next growth plan, the Company expects to 3 Table of Contents take delivery of over 660 new narrow- and widebody aircraft by the end of 2033. The new aircraft that the Company has taken delivery of to date have increased the Company's gauge, scale and connectivity as well as improved the Company's fuel efficiency.
As part of its United Next growth plan, the Company expects to 3 Table of Contents take delivery of over 630 new narrow- and widebody aircraft by the end of 2034. The new aircraft that the Company has taken delivery of to date have increased the Company's gauge, scale and connectivity as well as improved the Company's fuel efficiency.
In addition to the alliance agreements with Star Alliance members, United currently maintains independent alliance agreements with other air carriers, including Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, Cape Air, Discover Airlines, Emirates, Eurowings, flydubai, Hawaiian Airlines, JetSuiteX, Olympic Air, Silver Airways and Virgin Australia Airlines.
In addition to the alliance agreements with Star Alliance members, United currently maintains independent alliance agreements with other air carriers, including Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, Cape Air, Discover Airlines, Edelweiss Air, Emirates, Eurowings, flydubai, Hawaiian Airlines, ITA Airways, JetBlue, JetSuiteX, Olympic Air and Virgin Australia Airlines.
The ability for our employees to qualify for retirement, health and wellness benefits as well as, of course, travel privileges. While our rewards package for most of our employees is determined by collective bargaining agreements, it includes competitive base pay, travel privileges and other comprehensive benefits, including health, wellness and retirement programs for all our employees, including part-time employees.
The ability for the Company's employees to qualify for retirement, health and wellness benefits as well as, of course, travel privileges. While the Company's rewards package for most of its employees is determined by collective bargaining agreements, it includes competitive base pay, travel privileges and other comprehensive benefits—including health, wellness and retirement programs—for all the Company's full- and part-time employees.
The Co-Brand Agreement also provides for joint marketing and other support for the MileagePlus credit card and provides Chase with other benefits such as permission to market to the Company's customer database. In 2024, approximately 9.2 million MileagePlus flight awards were used on United and United Express. These awards represented approximately 9% of United's total revenue passenger miles.
The Co-Brand Agreement also provides for joint marketing and other support for the MileagePlus credit card and provides Chase with other benefits such as permission to market to the Company's customer database. In 2025, approximately 10.9 million MileagePlus flight awards were used on United and United Express. These awards represented approximately 10.3% of United's total revenue passenger miles.
Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately 93% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 3.7 million other awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.
Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately 90% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 4.3 million other awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.
United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one with Air Canada covering certain United States and Canada transborder routes.
United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings, Lufthansa City Airlines and SWISS) covering transatlantic routes, one with ANA covering certain transpacific 4 Table of Contents routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one with Air Canada covering certain United States and Canada transborder routes.
The Company was the first airline to use this credit for purchases in 2024. ◦ The Company is a founding member of the nonprofit, non-partisan SAF Coalition.
The Company was the first airline to use this credit for purchases in 2024. 8 Table of Contents ◦ The Company is a founding member of the nonprofit, non-partisan SAF Coalition.
In 2016, the Company became the first airline globally to start using SAF in its regular operations on an ongoing basis at various airports.
In 2016, the Company became the first airline globally to start using SAF in its regular operations on an ongoing basis.
For example, United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations.
For example, the Company continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations.
As of the end of 2024, over 5,070 units of the Company's GSE around the world are electric, representing approximately 38% of its GSE fleet. • Collaborating with Partners : The Company collaborates with employees, customers, airports, suppliers, cross-industry partners, trade associations and policymakers across its value chain to scale the supply of SAF and invest in decarbonization technology solutions.
As of the end of 2025, over 5,800 units of the Company's GSE around the world are electric, representing approximately 41% of its GSE fleet. • Collaborate with partners : The Company collaborates with employees, customers, airports, suppliers, cross-industry partners, trade associations and policymakers across its value chain to scale the supply of SAF and invest in decarbonization technology solutions.
With respect to executives, a substantial proportion of their total rewards package is variable, at-risk pay that is based on Company performance and delivered in the form of equity, supporting alignment over the long term between our executives and our stockholders. We align our executives' long-term equity compensation with our stockholders' interests by linking realizable pay with stock performance.
With respect to executives, a substantial portion of their total rewards package is variable, at-risk pay that is based on Company performance and delivered in the form of equity, supporting alignment over the long term between the Company's executives and stockholders. The Company aligns its executives' long-term equity compensation with its stockholders' interests by linking realizable pay with stock performance.
Industry Conditions Domestic Competition. The domestic airline industry is highly competitive and dynamic. The Company's competitors consist primarily of other airlines and, to a certain extent, other forms of transportation. Currently, any U.S. carrier deemed fit by the U.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States.
The Company's competitors consist primarily of other airlines and, to a certain extent, other forms of transportation. Currently, any U.S. carrier deemed fit by the U.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States.
The development of our Company culture that is centered on safety and promotes the importance of listening and responding to colleague feedback. As stated above, safety is first in everything we do and is our first Core4 service standard.
The development of a Company culture that is centered on safety and promotes the importance of listening and responding to colleague feedback. As stated above, safety is first in everything that the Company does and is its first Core4 service standard.
In 2021, he added the title of President of UAV, an industry-first corporate venture capital fund that identifies and invests in opportunities to decarbonize air travel and enhance the customer travel experience. From January 2018 to April 2019, Mr. Leskinen served as Managing Director of Investor Relations of UAL and United. Prior to joining United, Mr.
Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023. In 2021, he added the title of President of UAV, an industry-first corporate venture capital fund that identifies and invests in opportunities to decarbonize air travel and enhance the customer travel experience. From January 2018 to April 2019, Mr.
We are focused on promoting our safety culture to help ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues and our customers.
The Company is focused on promoting its safety culture to help ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues and the Company's customers.
Scott Kirby Chief Executive Officer 57 Michael Leskinen Executive Vice President and Chief Financial Officer 45 Andrew Nocella Executive Vice President and Chief Commercial Officer 55 Set forth below is a description of the background of each of the Company's executive officers.
Scott Kirby Chief Executive Officer 58 Michael Leskinen Executive Vice President and Chief Financial Officer 46 Andrew Nocella Executive Vice President and Chief Commercial Officer 56 Set forth below is a description of the background of each of the Company's executive officers.
Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total Operating Expense 2024 4,444 $ 11,756 $ 2.65 23 % 2023 4,205 $ 12,651 $ 3.01 26 % 2022 3,608 $ 13,113 $ 3.63 31 % Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel.
Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total Operating Expense 2025 4,663 $ 11,396 $ 2.44 21 % 2024 4,444 $ 11,756 $ 2.65 23 % 2023 4,205 $ 12,651 $ 3.01 26 % Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel.
The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
The air travel business is subject to seasonal fluctuations. Although the Company's fourth quarter revenue exceeded each of the second quarter and third quarter in 2025, historically, demand for air travel is higher in the second and third quarters, driving higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
Human Capital Management and Resources Demographics : As of December 31, 2024, UAL, including its subsidiaries, had approximately 107,300 employees, of whom approximately 82% were represented by various U.S. labor organizations. See our section "The maintenance of our relationships with our labor unions" below for information on the represented employee groups.
Human Capital Management and Resources Demographics : As of December 31, 2025, UAL, including its subsidiaries, had approximately 113,200 employees, of whom approximately 83% were represented by various U.S. labor organizations. See the section "The maintenance of the Company's relationships with its labor unions" below for information on the Company's represented employee groups.
The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other PFAS substances.
The Company expects these broad regulatory policies, in addition to lease obligations, will increase the risk of incurring remediation costs and/or liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents or other 14 Table of Contents materials containing PFOA, PFOS or other PFAS substances.
With respect to our technical positions, we have developed state-of-the art technical training programs that include immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of aviation safety and customer service. 4.
With respect to its technical positions, the Company has developed state-of-the-art technical training programs that include immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure that it operates at the highest level of aviation safety and customer service. 4.
Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon. Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr. Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023.
Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon. 15 Table of Contents Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr.
We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and Digital Training Institutes.
The Company provides all management-level employees with the opportunity to develop their skills through the Company's Leadership, Airport Operations and Digital Training Institutes.
Leskinen was an executive director at J.P. Morgan Asset Management from 2013 to 2017, where he led the firm's 15 Table of Contents investment efforts in aerospace, defense, and airlines. From 2009 to 2013, he worked at Oppenheimer Funds focused on the aerospace sector. Andrew Nocella. Mr.
Leskinen served as Managing Director of Investor Relations of UAL and United. Prior to joining United, Mr. Leskinen was an executive director at J.P. Morgan Asset Management from 2013 to 2017, where he led the firm's investment efforts in aerospace, defense, and airlines. From 2009 to 2013, he worked at Oppenheimer Funds focused on the aerospace sector. Andrew Nocella. Mr.
Other key highlights of its United Next plan include: • increasing our employee headcount by more than 30,000 employees since 2020; • surpassing 300 new and retrofit aircraft featuring United's signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity; • expanding the Company's leading global network to destinations like Ulaanbaatar, Mongolia; Nuuk, Greenland; Kaohsiung, Taiwan; Palermo, Italy; Bilbao, Spain; Faro, Portugal; Madeira Island, Portugal; Puerto Escondido, Mexico; and Dakar, Senegal; • launching Kinective Media SM (the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands); • announcing an industry-leading agreement with SpaceX to bring Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to our aircraft; and • making significant technology changes that empower the Company's employees and improve the customer experience.
Other key highlights of its United Next plan include: • increasing our employee headcount by more than 38,000 employees since 2020; • surpassing 530 new and retrofit aircraft featuring United's signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity; • expanding the Company's leading global network to destinations like Bangkok, Thailand; Ho Chi Minh City, Vietnam; and Adelaide, Australia. • inaugurating service to eight new destinations: Nuuk, Greenland; Ulaanbaatar, Mongolia; Faro, Portugal; Puerto Escondido, Mexico; Palermo, Italy; Bilbao, Spain; and Madeira Island, Portugal. • launching Kinective Media SM – the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands; • bringing Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to our United Express regional aircraft and beginning installation on our mainline aircraft; and • making significant technology changes that empower the Company's employees and improve the customer experience.
Our executives and senior leaders are engaged in succession planning by regularly evaluating, developing and mentoring our talent. The Board also engages in annual succession planning and talent development discussions with our Chief Executive Officer, President and Executive Vice President of Human Resources, focusing on our ability to identify, attract, prepare and retain talented employees for future leadership positions. 2.
The Board also engages in annual succession planning and talent development discussions with the Company's Chief Executive Officer, President and Executive Vice President of Human Resources, focusing on the Company's ability to attract, identify, prepare and retain talented employees for future leadership positions. 2.
The International Civil Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon offsets, or lower their carbon offsetting obligations through the use of eligible sustainable fuels.
The International Civil Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), adopted in October 2016, is intended to be a single global market-based measure to achieve carbon-neutral growth for international aviation, by requiring airlines to purchase eligible carbon offsets for emissions through the 2024-2035 compliance periods.
Industry Regulation Airlines are subject to extensive domestic and international regulatory oversight. The following discussion summarizes the principal elements of the regulatory framework applicable to our business. Regulatory requirements, including but not limited 11 Table of Contents to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same.
The following discussion summarizes the principal elements of the regulatory framework applicable to our business. Regulatory requirements, including but not limited to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same.
At the end of 2020, the Company pledged a net zero goal to reduce its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary, traditional carbon offsets 1 . The Company also established a mid-term target of reducing, compared to 2019, its carbon emissions intensity by 50% by 2035.
At the end of 2020, the Company pledged a net zero goal to reduce its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of voluntary, traditional carbon offsets 1 .
SAF blending mandates have also been introduced or proposed in France, Norway, India, and Japan. Other regulations are also emerging globally that would require companies such as United to increasingly measure, disclose, and mitigate environmental sustainability risks both within their operations and their supply chains, such as the EU's Corporate Sustainability Due Diligence Directive and Corporate Sustainability Reporting Directive.
Other regulations are also emerging globally that would require companies such as United to increasingly measure, disclose and mitigate environmental sustainability risks both within their operations and their supply chains, such as the EU's Corporate Sustainability Due Diligence Directive and Corporate Sustainability Reporting Directive.
We developed talent acquisition tools and programs to help us continue to (i) attract the candidates who can deliver the highest levels of service to our customers; (ii) ensure recruiting, retention and leadership development goals are 9 Table of Contents systematically executed throughout the Company; and (iii) broaden and strengthen our talent channels and pipelines so that we can cultivate the next generation of talent that will lead our company into the future.
The Company developed talent acquisition tools and programs to help it continue to (i) attract and identify the best-qualified candidates who can deliver the highest levels of service to its customers, which generates the profitability to help fund the Company's future and reward its employees; (ii) ensure that the Company's recruiting, retention and leadership development goals are systematically executed throughout United; and (iii) broaden and strengthen its talent channels and pipelines so that the Company can cultivate the next generation of talent that will lead it into the future.
Additionally, the purchase of SAF today comes with a price premium, compared to conventional jet fuel, to account for the additional costs of scaling and producing this early-stage solution. As a result, in 2024, the total volume of SAF used in the Company's operations remained less than 0.3% of its total aviation fuel usage.
Additionally, the purchase of SAF today comes with a price premium, compared to conventional jet fuel. As a result, in 2024, the total volume of SAF used in the Company's operations remained approximately 0.3% of its total aviation fuel usage.
In addition, just as we have invested in infrastructure, technology and tools, we are also investing in the training and development of our employees, especially those who are new to United, to help ensure they gain proficiency in their roles and stay safe in the workplace. Our approach to safety is centered around three components: 1.
In addition, just as the Company has invested in infrastructure, technology and tools, the Company is also investing in the training and development of its employees—especially those who are new to United—to help ensure they gain proficiency in their roles and stay safe in the workplace. The Company's approach to safety entails four overarching objectives: 1. A just culture.
The Company generates Air Cargo revenues in domestic and international markets through the use of cargo capacity on regularly scheduled passenger flights, interline and charter flights, and ground trucking arrangements. Distribution Channels. The Company's airline seat inventory and fares are distributed through the Company's direct channels, traditional travel agencies and online travel agencies ("OTA").
The Company generates Air Cargo revenues in domestic and international markets through the use of cargo capacity on regularly scheduled passenger flights, interline and charter flights, and ground trucking arrangements. Distribution Channels.
Finally, environmental cleanup laws and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation actions at certain owned or leased locations or third-party disposal locations.
Finally, environmental cleanup laws and lease obligations could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation actions at certain owned or leased locations or third-party disposal locations. Future costs to comply with such regulations will remain uncertain but are likely to increase our operating costs over time.
While the Company currently is an aviation leader in investing in technologies focused on decarbonizing aviation and its associated energy supply chains, SAF supply in the jet fuel market is constrained and represents, according to industry estimates, less than 1% of global commercial aviation fuel usage.
Reducing its fuel consumption while diversifying its fuel supply with SAF can enhance the Company's resiliency in the face of conventional jet fuel price spikes. • The Company is working with strategic partners to scale and commercialize the use of SAF : While the Company currently is an aviation leader in investing in technologies focused on decarbonizing aviation and its associated energy supply chains, SAF supply in the jet fuel market is constrained and represents, according to industry estimates, less than 1% of global commercial aviation fuel usage.
In 2024, Star Alliance carriers continued to serve more than 1,200 airports in 195 countries and territories with over 17,000 average daily departures.
In 2025, Star Alliance member carriers continued to serve more than 1,150 airports in more than 190 countries and territories with 17,500 average daily departures.
These credits create an economic incentive for increased SAF production within the United States. ◦ The Company led a cross-sectoral effort to incentivize SAF in Illinois, lowering the overall cost of SAF consumption at the state level. The Sustainable Aviation Fuel Purchase Credit was enacted in Illinois in February 2023 and became effective in mid-2023.
Some of the Company's highlights in this area include the following: ◦ The Company led a cross-sectoral effort to incentivize SAF in Illinois, lowering the overall cost of SAF consumption at the state level. The Sustainable Aviation Fuel Purchase Credit was enacted in Illinois in February 2023 and became effective in mid-2023.
In addition, the 10 Table of Contents Company has performance-based compensation programs for other management employee leaders, including managers, supervisors and team leads. 5. The maintenance of our relationships with our labor unions. We bargain in good faith with the unions that represent our employees and frequently engage with union leaders.
In addition, the Company has performance-based compensation programs for other management employee leaders, including managers, supervisors and team leads. 5. The maintenance of the Company's relationships with its labor unions.
Over the last few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people. We set forth below three of our corporate citizenship focus areas. Safety Culture At United, safety is first in everything we do and is our first service standard of Core4 (we are safe, then caring, dependable and efficient).
Over the last few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people. We set forth below three of our corporate citizenship focus areas.
Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions realized by carbon offsets as reflected in its GHG inventory.
Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions realized by carbon offsets as reflected in its GHG inventory. The Company continues to review and explore the evolving environmental landscape to further understand potential risks and opportunities to enhance its environmental strategy.
The Company routinely enters into purchase contracts based on expected fuel requirements for UAL aircraft (including regional carriers operating under CPAs) that are generally indexed to various market price benchmarks for aircraft fuel. These contracts customarily do not provide material protection against changes in market prices or guarantee the uninterrupted availability of adequate quantities of aircraft fuel.
The Company routinely enters into purchase contracts based on expected fuel requirements primarily for UAL aircraft (including regional carriers operating under CPAs) that are generally indexed to various market price benchmarks for aircraft fuel.
We offer a broad range of leadership and professional training programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director levels.
The Company offers a broad range of best-in-class leadership and professional training programs that provides its employees with opportunities for learning and skill-building. This starts with an introduction to the Company's culture when its employees start and progresses through new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director levels.
We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the competitiveness of our compensation and employee benefit programs.
The Company also reviews both industry and local market data at least annually to identify trends and market gaps in order to maintain the competitiveness of its compensation and employee benefit programs and incorporate best practices. For instance, the Company conducts pay equity analyses annually.
We routinely conduct employee engagement surveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safety and values, execution of our strategy and individual development, among others. 3. Robust professional and leadership development training programs for all career stages.
The Company routinely conducts employee engagement surveys of its global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safety and values, execution of its strategy and individual development, among others. The Company's managers discuss employee performance and leadership assessments regularly.
In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines as a connecting partner and Germany-based Deutsche Bahn, a rail company, as an intermodal partner.
In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines as a connecting partner and Germany-based Deutsche Bahn and Austria-based ÖBB – Austrian Federal Railways as railway intermodal partners. Lufthansa City Airlines joined Star Alliance as part of Lufthansa.
Safety Data and Innovation : Identifying and mitigating safety hazards through strong data analytics and new technologies and processes. Environmental Sustainability Strategy The Company's commitment to operating an environmentally sustainable airline is woven into its long-term strategy.
Environmental Sustainability Strategy The Company's commitment to operating an environmentally sustainable airline is woven into its long-term strategy.
Additional quantitative emissions data for fiscal years 2023 and 2022 are as follows: Carbon Emissions 2023 2022 Direct (Scope 1) GHG Emissions in Metric Tons CO 2 e Gross and Net GHG emissions 36,590,472 30,400,715 Biogenic Emissions in Metric Tons CO 2 e Biogenic (Outside of Scope) Emissions 67,395 26,806 Indirect Emissions in Metric Tons CO 2 e Indirect (Scope 2) GHG emissions 144,019 149,252 Other indirect (Scope 3) GHG emissions (a) 12,671,510 13,343,676 Total Net GHG Emissions in Metric Tons CO 2 e (b) 49,406,001 43,893,642 Carbon Emissions Intensity Rates (c) 2023 2022 Emissions Intensity per Revenue ton-kilometer ("RTK") Mainline RTKs (millions) (d) 46,361 39,526 Metric tons CO 2 e/1,000 mainline and regional RTKs (e) 1,057 1,098 Emissions Intensity per ASM ASMs (millions) (f) 291,333 247,858 Metric tons CO 2 e/1,000 mainline and regional ASMs (g) 169 176 (a) Includes Scope 3 categories 3, 4, 7, 14 and 15.
Additional quantitative emissions data for fiscal years 2024 and 2023 are as follows: Carbon Emissions 2024 2023 Direct (Scope 1) GHG Emissions in Metric Tons CO 2 e Gross and Net GHG emissions 38,520,027 36,588,996 * Biogenic Emissions in Metric Tons CO 2 e Biogenic (Outside of Scope) Emissions 125,374 68,871 * Indirect Emissions in Metric Tons CO 2 e Indirect (Scope 2) GHG emissions 134,497 144,019 Other indirect (Scope 3) GHG emissions (a) 13,585,207 12,671,510 Total Net GHG Emissions in Metric Tons CO 2 e (b) 52,239,731 49,404,525 * Carbon Emissions Intensity Rates (c) 2024 2023 Emissions Intensity per Revenue ton-kilometer ("RTK") Mainline RTKs (millions) (d) 49,711 46,361 Metric tons CO 2 e/1,000 mainline and regional RTKs (e) 1,042 1,057 Emissions Intensity per Available Seat Mile ("ASM") ASMs (millions) (f) 311,185 291,333 Metric tons CO 2 e/1,000 mainline and regional ASMs (g) 167 169 (a) Includes Scope 3 categories 3, 4, 7, 14 and 15.
The price of aircraft fuel used by our operations has fluctuated substantially in the past 5 Table of Contents several years. The Company's current strategy is to not enter into financial transactions to hedge the market price exposure of its expected fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors.
The Company's current strategy is to not enter into financial transactions to hedge the market price exposure of its expected fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors. Industry Conditions Domestic Competition. The domestic airline industry is highly competitive and dynamic.
The Company also established UAV, a corporate venture capital arm that seeks to invest in promising sustainable aviation technologies and innovation to usher in the future of air travel. ◦ In 2022 the Company signed a purchase agreement with Neste for up to 52.5 million gallons of SAF at domestic and international stations, becoming the first U.S. airline to execute an international purchase agreement for SAF. ◦ In 2023 the Company launched, through UAV, the United Airlines Ventures Sustainable Flight Fund (the "Fund") to support start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with SAF. ◦ In 2024, the Company became the first airline to purchase SAF for use at ORD, signing agreements with two suppliers. • Improving Our Operations Beyond Our Flights : The Company is focused on initiatives intended to drive more sustainable operations while maintaining efficiencies across the business.
The Company also established UAV, a corporate venture capital arm that seeks to invest in promising sustainable aviation technologies and innovation to usher in the future of air travel. ◦ In 2023 the Company launched the United Airlines Ventures Sustainable Flight Fund (the "Fund")—which is the first-of-its-kind investment vehicle of UAV—to support start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with SAF. ◦ Between 2024-2025, the Company added four new locations to its SAF operational footprint, purchasing blended SAF for use at ORD, IAD, IAH and EWR airports. • Integrate sustainability efforts at every altitude : The Company is focused on initiatives intended to drive more sustainable operations while maintaining efficiencies across the business.
However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the Pacific, Europe, and Latin America maintain slot controls.
However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise protection and reduced capacity due to runway and ATC construction work, among other reasons. Environmental Regulation.
The Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit programs and to provide benchmarking against a group of peer companies, including peers within the airline industry. Additional Information : See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and measures.
The Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate the Company's executive compensation and benefit programs and to provide benchmarking against a group of peer companies, including peers within the airline industry. Industry Regulation Airlines are subject to extensive domestic and international regulatory oversight.
People & Culture : We believe that our employees represent the brightest and highest-performing people in the aviation industry. Our continued ability to attract, hire, develop and retain skilled personnel with industry experience and knowledge at all levels of our organization is the foundation of our success, especially in light of our ambitious growth agenda under our United Next plan.
The Company's continued 9 Table of Contents ability to recruit, hire, develop, motivate and retain skilled personnel with industry experience and knowledge at all levels of its organization by being an employer of choice is foundational to its success in the highly competitive aviation industry, especially in light of its ambitious growth agenda under the United Next plan.
In 2024, the Company hired approximately 10,270 employees across the globe through the Company's external career site, professional association partnerships, employee referrals, universities and other external sources. Our human resources programs are designed to facilitate internal talent mobility. We encourage employees to identify the paths that can build the skills, experience, knowledge and competencies needed for career advancement.
In 2025, the Company hired approximately 13,100 employees across the globe through its external career site, professional association partnerships, employee referrals, universities, the U.S. Military and other external sources. In addition to the development of its external talent pipeline, the Company's human resources programs are designed to facilitate internal talent mobility.
SAF is an alternative to conventional jet fuel and its potential to scale is due to its 'drop-in' readiness, which means it can be used in current operations with existing aircraft and infrastructure with few to no additional alterations required. The Company is working with strategic partners to scale, employ and commercialize the use of SAF.
SAF is an alternative to conventional jet fuel that can emit up to 85% less GHG emissions on a lifecycle basis relative to conventional jet fuel and is considered 'drop-in' ready, which means that it can be used in current operations with existing aircraft and infrastructure with few to no additional alterations required.
Traditional carbon offsets do not include certificates conveying the attributes of renewable energy or sustainable aviation fuel, or credits related to the removal of CO2 from the atmosphere. 7 Table of Contents In addition, the Company, through the aerospace-focused investment vertical of its corporate venture capital arm, United Airlines Ventures, Ltd.
Traditional carbon offsets do not include certificates conveying the attributes of renewable energy or sustainable aviation fuel, or credits related to the removal of CO 2 from the atmosphere. 7 Table of Contents • Drive fuel efficiencies and innovation in flight : As part of this plan, the Company is focused on improving fuel efficiency in its operations.
Name Position Age Torbjorn (Toby) J. Enqvist Executive Vice President and Chief Operations Officer 53 Kate Gebo Executive Vice President Human Resources and Labor Relations 56 Brett J. Hart President 55 J.
Information about Our Executive Officers Below is a list of the Company's executive officers as of the date hereof, including their name, office(s) held and age. Name Position Age Torbjorn (Toby) J. Enqvist Executive Vice President and Chief Operations Officer 54 Kate Gebo Executive Vice President Human Resources and Labor Relations 57 Brett J. Hart President 56 J.
The Board, including through its Public Responsibility Committee, also oversees management's identification, evaluation and monitoring of environmental (including climate-related) trends, issues, concerns, risks and opportunities that affect or could affect the Company's reputation, business activities, strategies and performance. • Emitting Less GHGs : As part of this plan, the Company is focused on improving fuel efficiency in its operations.
The Board, including through its Public Responsibility Committee, also oversees management's identification, evaluation and monitoring of environmental (including climate-related) trends, issues, concerns, risks and opportunities that affect or could affect the Company's reputation, business activities, strategies and performance. 1 Traditional carbon offsets refer to carbon credits generated through the avoidance and/or reduction of CO 2 emissions that would have otherwise occurred outside a company's value chain.
Formed in 2024, the SAF Coalition is an organization looking to bring together all stakeholders of the aviation fuel value chain to advocate for federal policies that support and increase domestic SAF production. 8 Table of Contents In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in accounting guidance from the Greenhouse Gas Protocol.
Formed in 2024, the SAF Coalition is an organization looking to bring together all stakeholders of the aviation fuel value chain to advocate for federal policies that support and increase domestic SAF supply, including successful advocacy to preserve and extend federal low-carbon fuel tax credits. The Company has made progress with its environmental sustainability strategy.
The Company has worked collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies. 1 Traditional carbon offsets refer to carbon credits generated through the avoidance and/or reduction of CO2 emissions that would have otherwise occurred outside a company's value chain.
The Company has worked collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies. • Adopt more sustainable alternatives to jet fuel : The Company believes that large-scale adoption of sustainable aviation fuel ("SAF") in its operations is critical to helping mitigate its exposure to volatile fuel prices and achieving its environmental goals.
We are focused on promoting our safety culture to help ensure that every employee across United holds each other to the highest safety standards.
Guided by the overarching message that there are "No Small Roles in Safety," the Company is concentrated on promoting a strong safety culture to help ensure that every employee across United holds 6 Table of Contents themselves and each other to the highest safety standards.
The Company's sustainability strategy is centered around four key pathways, each of which is described in further detail below: (i) emitting less GHGs; (ii) adopting more sustainable alternatives to conventional jet fuel; (iii) making improvements to its operations beyond its flights; and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and commercializing relevant technology.
The Company's sustainability strategy continues to be centered around four key pillars, each of which is described in further detail below: (i) drive fuel efficiencies and innovation in flight; (ii) adopt more sustainable alternatives to conventional jet fuel; (iii) integrate sustainability efforts at every altitude; and (iv) collaborate with partners.
As we strive to continue to be an employer of choice, we believe it is critical that our workforce is informed, engaged and can provide feedback. O ur executive team provides several avenues of engagement to inform our employee needs globally.
As the Company strives to continue to be an employer of choice, the Company believes that it is critical that its workforce is encouraged to provide feedback and is informed as well as engaged.
Our human capital management strategy is designed to help us find the best talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud of our Company culture and plan to continue to execute our strategy through the following: 1.
The Company's human capital management strategy is designed to help it attract and develop a deep talent base with the skills, experiences, knowledge and backgrounds to drive the United Next objectives as well as thrive in the face of change; provide them with the tools to prepare them for critical roles and leadership positions in the future; and reward and retain them with competitive compensation and benefits.
Collective bargaining agreements between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA").
The Company bargains in good faith with the unions that represent its employees and frequently engages with union leaders at the national level and at local chapters throughout—and engages with applicable local unions, works councils and associations outside—the United States. Collective bargaining agreements between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA").

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/or make progress toward any publicly-announced safety, community impact, environmental sustainability, human capital management, people impact, responsible sourcing, cybersecurity or governance ("Corporate Citizenship") goals, which are aspirational, subject to risks and uncertainties that are outside of our control and are not guarantees that we will be able to achieve them, within the anticipated timelines disclosed or at all; our stakeholders, including proxy advisory services, not being satisfied with our Corporate Citizenship goals or strategy, our efforts to meet such goals or our actual or perceived position or lack of position on political, public policy or other sensitive issues; public pressure, which can be varied and conflicting, from investors or policy groups to change our Corporate Citizenship policies and strategies or our position on political, public policy or other sensitive issues; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that we disclose in relation to our Corporate Citizenship goals; customer perceptions of statements made by us, our employees, executives or agents or others; or negative or inaccurate publicity, such as posts, articles or comments on social media, on the internet or in the press.
Biggest changeThe Company's reputation or brand image could be diminished or eroded by a variety of factors, including any actual or perceived failure to maintain satisfactory practices for all of our operations and activities or to reassure the traveling public of the safety of air travel at any of our major hub locations; any failure or perceived failure to achieve and/or make progress toward any publicly-announced safety, community impact, environmental sustainability, human capital management, people impact, responsible sourcing, cybersecurity or governance ("Corporate Citizenship") goals, which are aspirational in nature, subject to risks and uncertainties that are outside of our control and are not guarantees that we will be able to achieve them–within the anticipated timelines disclosed or at all; our stakeholders—including proxy advisory services—not being satisfied with our Corporate Citizenship goals or strategy, our efforts to meet such goals or our actual or perceived position or lack of position on political, public policy or other sensitive issues; public pressure, which can be varied and conflicting, from investors or policy groups to change our Corporate Citizenship goals, policies and strategies or our position on political, public policy or other sensitive issues; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that we disclose in relation to our Corporate Citizenship goals; customer perceptions of statements made by us, our employees, executives or agents or others; our inability to respond in a timely and appropriate manner to address negative, inaccurate or malicious publicity (such as posts, articles or comments on social media, on the internet or in the press, which can be disseminated quickly and broadly without context), including, but not limited to, as a result of external developments or actual or perceived misconduct by our employees, partners or customers; or other matters discussed elsewhere in this risk factors section.
Additionally, the Company may have a need for additional aircraft that are not available under its existing firm orders or options and may seek to acquire aircraft from other sources, such as through lease arrangements, which may result in higher costs or less favorable terms, or through the purchase or lease of used aircraft.
Additionally, the Company may have a need for additional aircraft that are not available under its existing firm orders or options and may seek to acquire aircraft from other sources, such as through lease arrangements, which may result in higher costs and/or less favorable terms, or through the purchase or lease of used aircraft.
An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, weather conditions, natural disasters, growth constraints, relationships with or the performance of third-party service providers, cybersecurity incidents and other failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes, disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material adverse impact on our business, operating results and financial condition.
An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays and disruptions, weather conditions, natural disasters, growth constraints, relationships with or the performance of third-party service providers, cybersecurity incidents and other failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes, disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material adverse impact on our business, operating results and financial condition.
In addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the Company's approval.
As airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the Company's approval.
As a result of our network strategy changing or our demand expectations not being realized, our preference for the aircraft that we previously ordered may decrease; however, we may be responsible for material liabilities to our counterparties if we were to attempt to modify or terminate any of our existing aircraft order commitments and our financial condition could be adversely impacted.
As a result of our network strategy changing or our demand expectations not being realized, our preference for the aircraft that we previously ordered may decrease; however, we may be responsible for material liabilities to our counterparties if we attempt to modify or terminate any of our existing aircraft order commitments and as a result our financial condition could be adversely impacted.
In addition, to the extent our key aircraft suppliers are affected by tariffs and seek to pass those costs onto us, our costs of acquiring new aircraft or aircraft parts could increase. 17 Table of Contents The failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results.
In addition, to the extent our key aircraft, engine or aircraft parts suppliers are affected by tariffs and seek to pass those costs onto us, our costs of acquiring new aircraft, engine or aircraft parts could increase. 17 Table of Contents The failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results.
Consolidation in the airline industry, the rise of well-funded government sponsored international carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and services and competitive cost structures.
Consolidation in the airline industry, the rise of well-funded government sponsored international carriers, changes in international alliances, swaps of slots and the creation of immunized JBAs have altered and are expected to continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and services and competitive cost structures.
These conditional SAF purchase agreements for future SAF supply may pertain to production from facilities that are planned but not yet operational and which may utilize technology that has not been proven at commercial scale. There is no assurance that these facilities will produce SAF at commercial scale or that they will meet expected production timelines and volumes.
These conditional SAF purchase agreements for future SAF supply may pertain to production from facilities that are planned but not yet operational and may utilize technology that has not been proven at commercial scale. There is no assurance that these facilities will produce SAF at commercial scale or that they will meet expected production timelines and volumes.
Our future repurchases of UAL common stock and Warrants, if any, may be limited, suspended or discontinued at any time at our discretion and without prior notice, which could adversely affect our stock price. We, therefore, cannot guarantee that the share repurchase program will enhance long-term stockholder value.
Our future repurchases of UAL common stock, if any, may be limited, suspended or discontinued at any time at our discretion and without prior notice, which could adversely affect our stock price. We, therefore, cannot guarantee that the share repurchase program will enhance long-term stockholder value.
The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property, secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines.
The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property, secured bonds, secured and unsecured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines.
Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other airlines, as well as from similar loyalty programs offered by banks and other financial services companies.
Our MileagePlus loyalty program also faces significant and increasing direct competition from the frequent flyer programs offered by other airlines, as well as from similar loyalty programs offered by banks and other financial services companies.
The Company has been able to increase its purchases of SAF in recent years due to its corporate customers' funding of the price premium for SAF through the Company's Eco-Skies Alliance, but the willingness of corporate customers to assist the Company in covering the price premium for SAF in the future could decrease for a number of reasons, including based on economic factors or concerns regarding the validity of a book and claim approach for claiming the emissions reductions from SAF, constraints on supplies of SAF that meet customer requirements or emerging SAF certification schemes developed by non-governmental organizations or practices whereby corporate customers purchase the environmental attributes from SAF directly from fuel producers, bypassing the airlines.
The Company has been able to increase its purchases of SAF in recent years due to its corporate customers' funding of the price premium for SAF through the Company's Eco-Skies Alliance, but the willingness of corporate customers to assist the Company in covering the price premium for SAF in the future could decrease for a number of reasons, including based on economic factors or concerns regarding the validity of a book-and-claim approach for claiming the emissions reductions from SAF, constraints on supplies of SAF that meet customer requirements, emerging SAF certification or book-and-claim restrictions developed by governments or non-governmental organizations or practices whereby corporate customers purchase the environmental attributes from SAF directly from fuel producers, bypassing the airlines.
Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's flight schedules.
Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economical for the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's flight schedules.
An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident, catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not safe or reliable, or are less safe or reliable than other airlines.
An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident, catastrophe or incident creates a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not safe or reliable, or are less safe or reliable than other airlines.
If the Company's liquidity is materially diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual obligations, including covenants under its financing and credit card processing agreements.
If the Company's liquidity is materially diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or 29 Table of Contents comply with material provisions of its contractual obligations, including covenants under its financing and credit card processing agreements.
The Company may be required to recognize losses in 30 Table of Contents the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as our aircraft, route authorities, airport slots and frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties.
The Company may be required to recognize losses in the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as our aircraft, route authorities, airport slots and frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties.
If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty programs and our operating results and financial condition.
If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and retain customers in the MileagePlus loyalty program may be adversely affected, which could adversely affect the loyalty program and our operating results and financial condition.
If the Company is generally unable to timely or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected. Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
If the Company is generally unable to timely or effectively implement, integrate or modify its systems and technologies, the Company's operations could be adversely affected. Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
Although the Company currently maintains liability insurance in amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
Although the Company maintains liability insurance in amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could 18 Table of Contents incur substantial losses from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition.
Additionally, if AI is improperly utilized, including if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, we would be exposed to new or expanded risks and liabilities related to inaccuracies or errors in the output of such AI applications and our business, reputation, financial condition, and results of operations may be adversely affected.
Additionally, if AI is improperly utilized, including if the content, analyses, or recommendations that AI applications assist in producing are or are 23 Table of Contents alleged to be deficient, inaccurate, or biased, we would be exposed to new or expanded risks and liabilities related to inaccuracies or errors in the output of such AI applications and our business, reputation, financial condition, and results of operations may be adversely affected.
United Next, the Company's strategic operating plan, includes firm orders of over 660 narrow- and widebody aircraft, retrofitting plans and plans to continue to increase mainline daily departures and available seats across the Company's North American network.
United Next, the Company's strategic operating plan, includes firm orders of over 630 narrow- and widebody aircraft, retrofitting plans and plans to continue to increase mainline daily departures and available seats across the Company's North American network.
Such activity may require the Company to modify its supply chain practices, make capital investments to modify certain aspects of its operations or increase its operating costs (including fuel costs). The potential transition cost to a lower-carbon economy could be prohibitively expensive without appropriate government policies and incentives in place.
Such activity may require the 27 Table of Contents Company to modify its supply-chain practices, make capital investments to modify certain aspects of its operations or increase its operating costs (including fuel costs). The potential transition cost to a lower-carbon economy could be prohibitively expensive without appropriate government policies and incentives in place.
The Company's operating results generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, extreme or severe weather, outbreaks of disease, public health issues (such as the COVID-19 pandemic) and associated government restrictions and regulations, ATC congestion, geological events, political instability, terrorism, natural disasters, changes in the competitive environment due to industry consolidation, tax obligations, general economic conditions and other factors, as well as related consumer perceptions.
The Company's operating results have historically reflected this seasonality and have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, extreme or severe weather, outbreaks of disease, public health issues (such as the COVID-19 pandemic) and associated government restrictions and regulations, ATC congestion, geological events, political instability, terrorism, natural disasters, changes in the competitive environment due to industry consolidation, tax obligations, general economic conditions and other factors, as well as related consumer perceptions.
The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed. For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business relationships between the Company and these suppliers.
The Company may also have disagreements with its third-party service providers and related contracts may be terminated or may not be extended or renewed. For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business relationships between the Company and these suppliers.
A significant data breach or the Company's failure to meet its data privacy or data protection obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial condition and business strategy. Increased use of social media platforms present risks and challenges.
A significant data breach or the Company's failure to meet its data privacy or data protection obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial condition and business strategy. 24 Table of Contents Increased use of social media platforms present risks and challenges.
In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may be impaired.
In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment, and certain of its other assets for 30 Table of Contents impairment where there is any indication that an asset may be impaired.
Extended interruptions or disruptions in service at major airports where we operate could have a material adverse impact on our operations, including our ability to operate our existing flight schedule and to expand or change our route network in 21 Table of Contents the future, and space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner.
Extended interruptions or disruptions in service at major airports where we operate could have a material adverse impact on our operations, including our ability to operate our existing flight schedule and to expand or change our route network in the future, and space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner.
The Company may face challenges in implementing, integrating and modifying the automated systems and technologies required to 23 Table of Contents operate its business or new systems and technologies designed to enhance its business, each of which may require significant expenditures, human resources, the development of effective internal controls and the transformation of business and financial processes.
The Company may face challenges in implementing, integrating and modifying the automated systems and technologies required to operate its business or new systems and technologies designed to enhance its business, each of which may require significant expenditures, human resources, the development of effective internal controls and the transformation of business and financial processes.
In addition, the Company believes it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the Company fails to meet or properly report on its climate change goals and commitments.
In addition, the Company believes it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the climate, which presents both a challenge and an opportunity for the Company; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the Company fails to meet or properly report on its climate change goals and commitments.
However, these measures may not be adequate to prevent or mitigate disruptions or provide coverage for the Company's associated costs, some of which may be unforeseeable. Automated systems and technologies, including AI, may become increasingly important in our operations over time.
However, these measures may not be adequate to prevent or mitigate disruptions or provide coverage for the Company's associated costs, some of which may be unforeseeable. Automated systems and technologies, including AI, are becoming increasingly important in our operations over time.
Human Capital Management Risks Union disputes, employee strikes or slowdowns and other labor-related disruptions as well as increased labor and regulatory compliance costs could adversely affect the Company's business, operations and results of operations. United is a highly unionized company.
Human Capital Management Risks Union disputes, employee strikes or slowdowns and other labor-related disruptions as well as increased employee and retiree health, pension, labor and regulatory compliance costs could adversely affect the Company's business, operations and results of operations. United is a highly unionized company.
The Company's plans to enter into or expand U.S. antitrust immunized alliances and JBAs on various international routes are subject to receipt of approvals from applicable U.S. 26 Table of Contents federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements.
The Company's plans to enter into or expand U.S. antitrust immunized alliances and JBAs on various international routes are subject to receipt of approvals from applicable U.S. federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements.
Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's 24 Table of Contents failure to meet its privacy or data protection obligations could result in legal claims or proceedings, penalties and remediation costs.
Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's failure to meet its privacy or data protection obligations could result in legal claims or proceedings, penalties and remediation costs.
However, since there are a limited number of potential arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete strategic investments on commercially reasonable terms or at all. These investments are inherently risky and may not be successful.
However, since there are a limited number of potential arrangements, and other airlines and industry participants seek to enter into similar relationships, this may make it difficult for the Company to complete strategic investments on commercially reasonable terms or at all. These investments are inherently risky and may not be successful in meeting the Company's expectations.
Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.
Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their 20 Table of Contents provision of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.
In the future, we may not be able to adjust our operations to mitigate their effect, which may have a negative impact on our business, operating results, financial condition and liquidity and may limit our ability to expand or change our route network and execute our United Next strategy.
In the future, we may not be able to adjust our operations to mitigate their effect, which 21 Table of Contents may have a negative impact on our business, operating results, financial condition and liquidity and may limit our ability to expand or change our route network and execute our United Next strategy.
In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements in future financial performance.
In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to recruit, hire, develop and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to certification and delivery of aircraft, engines and other aircraft parts) or that our strategic plan will result in improvements in future financial performance.
In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational 18 Table of Contents restrictions on the Company, including voluntary or mandatory groundings of aircraft.
In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational restrictions on the Company, including voluntary or mandatory groundings of aircraft.
Climate change is expected to increase the frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand as well as result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss of revenue and higher costs.
Climate change is expected to increase the frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand for certain of our flight offerings as well as result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss of revenue and higher costs.
In addition, we have in the past been identified and may in the future be identified as a responsible party for environmental investigation and remediation costs under applicable environmental laws due to the disposal or release of hazardous substances generated by our operations, including PFAS, which were designated by U.S.
In addition, we have in the past been identified—and may in the future be identified—as a responsible party for environmental investigation and remediation costs under applicable environmental laws due to the disposal or release of hazardous substances generated by our operations, including PFAS, two of which, PFOA and PFOS, were designated by U.S. EPA as hazardous substances under the CERCLA.
There is also a risk that a patchwork of inconsistent or conflicting regional environmental requirements could unduly shift excessive cost burden to airlines and inhibit the development of carbon reduction technologies that the Company needs to reach its climate goals.
There is a risk that a patchwork of inconsistent or conflicting regional regulations, could unduly shift excessive cost burden to airlines and inhibit the development of carbon reduction technologies that the Company needs to reach its climate goals.
Adverse decisions in these cases could negatively impact our operational flexibility and ability to apply our collective bargaining agreements as negotiated. If we are unable to attract, train or retain skilled personnel, including our senior management team or other key employees, our business could be adversely affected.
Adverse decisions in these cases could negatively impact our operational flexibility and ability to apply our collective bargaining agreements as negotiated. If we are unable to recruit, hire, develop or retain skilled personnel, including our senior management team or other key employees, our business could be adversely affected.
We could also be subject to environmental liability claims from various parties, including airport authorities and other third parties, related to our operations at our owned or leased premises, including our use of PFAS-containing fire suppression systems as required by fire codes and insurers, or the off-site disposal of waste generated at our facilities.
We could also be subject to environmental liability claims from various parties—including airport authorities and other third parties—related to our operations at our owned or leased premises, including our use of PFAS-containing fire suppression systems as required by fire codes and insurers, or the off-site disposal of waste generated at our facilities. As discussed in Part I, Item 1.
For example, the suspension of the Company's overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East have significantly impacted our financial condition, cash flows and results of operations.
For example, the suspension of the Company's 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 have significantly impacted our financial condition, cash flows and results of operations.
We also subsequently adjusted certain of our assumptions as a result of the increase in costs due to infrastructure improvements, new labor contracts and aircraft maintenance that were needed to support our United Next plan as well as delays in aircraft deliveries and the temporary grounding of the Boeing 737 MAX 9 aircraft.
We also subsequently adjusted certain of our assumptions as a result of the increase in costs due to infrastructure improvements, new labor contracts and aircraft maintenance that were needed to support our United Next plan as well as delays in aircraft deliveries.
The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S. ("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts.
The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S. ("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts.
The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax attributes to reduce potential future income tax obligations.
The Company has established a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax attributes to reduce potential future income tax obligations, which expires December 4, 2026.
As of December 31, 2024, the Company and its subsidiaries had approximately 107,300 employees, of whom approximately 82% were represented by various U.S. labor organizations. See Part I, Item 1. Business—Human Capital Management and Resources of this report for additional information on our represented employee groups and collective bargaining agreements.
As of December 31, 2025, the Company and its subsidiaries had approximately 113,200 employees, of whom approximately 83% were represented by various U.S. labor organizations. See Part I, Item 1. Business—Human Capital Management and Resources of this report for additional information on our represented employee groups and collective bargaining agreements.
Actual conditions may be different from our assumptions at any time and could cause the Company to further adjust its strategic operating plan.
Actual conditions may be different from our assumptions at any time and could cause us to further adjust our strategic operating plan.
There is also a possibility that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the Company's normal operations in an attempt to pressure the Company in collective bargaining negotiations.
There is also a possibility that our unionized work groups could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other similar activity designed to disrupt the Company's normal operations in an attempt to pressure the Company in collective bargaining negotiations.
The Company has incurred, and expects to continue to incur, costs to achieve its goal of net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), and to comply with environmental sustainability legislation and regulation and non-binding standards and accords.
The Company has incurred, and expects to continue to incur, costs to achieve its climate goals—which will involve a transition to lower-carbon technologies (such as SAF)—and to comply with environmental sustainability legislation and regulation and non-binding standards and accords.
As discussed in Part I, Item 1. Business—Our Approach to Corporate Citizenship and Value Creation—Environmental Sustainability Strategy, the Company has made commitments to reduce its GHG emissions by 100% by 2050 and its carbon emission intensity by 50% by 2035 compared to 2019.
Business—Our Approach to Corporate Citizenship and Value Creation—Environmental Sustainability Strategy, the Company has made commitments to reduce its GHG emissions by 100% by 2050 and its carbon emission intensity by 50% by 2035 compared to 2019.
There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups.
There is also a risk that our unionized work groups might pursue judicial or arbitral claims arising out of changes implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups.
The Company can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period. The price of our common stock may fluctuate significantly. The closing price for our common stock has varied between a high of $102.44 and a low of $37.88 in the year ended December 31, 2024.
The Company can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period. The price of our common stock may fluctuate significantly. The closing price for our common stock has varied between a high of $116.02 and a low of $56.15 in the year ended December 31, 2025.
Currently, there is a premium for SAF above the cost of conventional jet fuel and this premium may increase in certain markets in the near future due to SAF blending mandates in Europe, the UK and other parts of the world.
Currently, there is a premium for SAF above the cost of conventional jet fuel and this premium has recently increased in certain markets due to SAF blending mandates in Europe, the UK and other parts of the world.
The Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be highly volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, the balance between aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure.
The Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, closely related diesel prices, regional balances between aircraft fuel supply and demand, natural disasters, weather events, regional fuel inventory levels and availability and cost of oil refining and transportation infrastructure.
If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts immediately due and payable.
In addition, our financing agreements contain other negative covenants customary for such financings. If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts immediately due and payable.
The Company does not currently hedge its future fuel requirements.
The Company does not currently hedge the market price of its future fuel requirements.
In addition, if we are unable to effectively provide for the succession of senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
In addition, if we are unable to effectively provide for the smooth transition of senior management or other key employees, despite our robust 25 Table of Contents management succession planning process, our business, ability to execute our strategic operating plan and company culture may be adversely affected.
Regulatory, Tax, Litigation and Legal Compliance Risks The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition. Airlines are subject to extensive regulatory and legal oversight.
Regulatory, Tax, Litigation and Legal Compliance Risks The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition. Airlines are subject to extensive regulatory and legal oversight. Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company.
In addition to the foregoing, the degree to which we are leveraged could have important consequences to holders of our securities, including the following: (1) we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures; (2) our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited; (3) we may be at a competitive disadvantage relative to our competitors with less indebtedness; (4) we are rendered more vulnerable to general adverse economic and industry conditions; (5) we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and (6) our credit ratings may be reduced and our debt and equity securities may significantly decrease in value. 29 Table of Contents See Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report for additional information regarding the Company's liquidity.
In addition to the foregoing, the degree to which we are leveraged could have important consequences to holders of our securities, including the following: we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures; our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited; we may be at a competitive disadvantage relative to our competitors with less indebtedness; we are rendered more vulnerable to general adverse economic and industry conditions; we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and our credit ratings may be reduced and our debt and equity securities may significantly decrease in value.
The Company's international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items.
Political disruptions and instability in certain regions have negatively impacted the demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items.
Therefore, if the Company is unable to acquire additional aircraft at acceptable prices from Boeing or Airbus, or if Boeing or Airbus fails to make timely deliveries of aircraft (whether as a result of increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the 737 MAX 10 aircraft, which has not received a type certificate from the FAA, manufacturing delays or otherwise) or to provide adequate support for its products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company's operations could be materially and adversely affected.
Therefore, if the Company is unable to acquire additional aircraft, engines or aircraft parts at acceptable prices, or if the suppliers fail to make timely deliveries of aircraft, engines or aircraft parts (whether as a result of unavailability, increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, manufacturing delays or otherwise) or to provide adequate support for their products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company's operations could be materially and adversely affected.
United also operates pursuant to an air carrier operating certificate issued by the FAA, and FAA orders and directives have previously resulted in the temporary grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action (including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's business, operating results and financial condition.
United also operates pursuant to an air carrier operating certificate issued by the FAA, and FAA orders and directives have previously resulted in the temporary grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action which has had and could in the future have a material effect on the Company's business, operating results and financial condition.
Much of our future success is largely dependent on our continued ability to attract, train and retain talented, highly-qualified personnel with industry experience and knowledge, including our senior management team and other key employees. Competition for qualified talent in the aviation industry is intense and labor market constraints may arise in the future.
Much of our future success is largely dependent on our continued ability to recruit, hire, develop and retain highly-qualified personnel with industry experience and knowledge, including our senior management team and other key employees. Competition for the best-qualified talent in the aviation industry is intense.
In May 2024, the U.S. Congress approved a reauthorization for the FAA running through fiscal year 2028. Among other things, the FAA reauthorization increased the authorized funding level for the FAA and required the hiring of additional air traffic controllers, an effort to address staffing and resource shortages and improve the operation of the ATC system in the U.S.
The FAA's reauthorization, which runs through fiscal year 2028, increased the authorized funding level for the FAA and required the hiring of additional air traffic controllers, an effort to address staffing and resource shortages and improve the operation of the ATC system in the U.S.
As of December 31, 2024, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $9.7 billion.
As of December 31, 2025, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $10.6 billion.
Managing our reputation and brand image is critical to our business success and if our reputation or brand image is damaged, it could adversely affect our business or financial results. 22 Table of Contents We operate in a public-facing industry and maintaining a good reputation and brand image is critical to our business.
Managing our reputation and brand image is critical to our business success and if our reputation or brand image is damaged, it could adversely affect our business or financial results. We operate in a public-facing industry and our brand is recognized throughout most of the world.
We remain in negotiations regarding certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases in salaries and other benefits, which would significantly increase our labor expense.
In addition, collective bargaining agreements with the Company's represented employee groups have materially increased the Company's labor costs due to wage inflation. We remain in negotiations regarding certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases in salaries and other benefits, which would significantly increase our labor expense.
If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
If we are not able to maintain a competitive frequent flyer program, or if we make changes to our loyalty program, including as a result of legal or regulatory requirements or considerations, our ability to attract and retain customers to MileagePlus and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
Although the Company has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the Company's system.
Although the Company has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers to maintain supply integrity.
Similarly, a government or regulatory agency, including the DOT, could choose to impose slot restrictions at one of our hubs or other airports or grant increased access to another carrier and limit or reduce our operations at an airport, whether or not slot-controlled, which could have a significant impact on our operations.
Similarly, a government or regulatory agency, including the DOT, could choose to impose slot restrictions or cap hourly arrivals and departures at one of our hubs or other airports (as the FAA did at EWR in 2025, when it issued an order capping operations through October 2026) or grant increased access to another carrier and limit or reduce our operations at an airport, whether or not slot-controlled, which could have a significant impact on our operations.
If there is a shortage of skilled labor, we may be unable to successfully transition key roles, the cost of hiring and retaining quality talent could materially increase and our operations may be impacted, which could impair our ability to adjust capacity or otherwise execute our strategic operating plan.
If these or other constraints lead to a sustained shortage of skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations and service levels may be impacted, which could impair our ability to adjust capacity or otherwise execute our strategic operating plan.
We are not able to reasonably predict the future materiality of any potential losses or costs associated with the effects of climate change. See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation impacting the Company.
We are not able to reasonably predict the future materiality of any potential losses or costs associated with the effects of climate change. See Part I, Item 1.
The specific timing and amount of any share or Warrant purchases will depend on the capital needs of the business, the market price of UAL common stock, general market conditions, securities law limitations and other factors.
However, the program does not obligate us to purchase any specific dollar amount or to acquire any specific number of shares of UAL common stock. The specific timing and amount of any share purchases will depend on the capital needs of the business, the market price of UAL common stock, general market conditions, securities law limitations and other factors.
The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft or commercial aircraft parts that the Company orders may also result in higher costs.
The imposition of new tariffs, any increase in existing tariffs, and retaliatory tariffs implemented by other countries where United operates, on the importation of commercial aircraft, engines or commercial aircraft parts that the Company orders may result in higher costs.
For instance, CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase operating costs for airlines that operate internationally.
In addition, while CORSIA-related costs cannot be fully predicted at this time, the program is expected to increase operating costs for airlines that operate internationally.
For example, because we prioritize operational excellence and continually work to optimize our route network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (two of the more prominent examples being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow during the summer of 2022 and the flight disruptions experienced at EWR during the summer of 2023), we have reconfigured our proposed flight schedule and capacity to help improve our operational performance and our customers' experience.
For example, because we prioritize operational excellence and continually work to optimize our route network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (like the operational disruptions experienced at EWR during the spring of 2025), we have reconfigured our proposed flight schedule and capacity to help improve our operational performance and our customers' experience.
Such transactions may include the exercise of warrants ("Warrants") issued in connection with the Coronavirus Aid, Relief, and Economic Security Act programs, the issuance of UAL common stock for cash, the conversion of any future convertible debt, the repurchase of any debt with the Company's common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.
Such transactions may include the conversion of any future convertible debt, the repurchase of any debt with the Company's common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.
An important part of the Company's strategy to expand its global network and operate an environmentally sustainable and responsible airline has included making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants, producers of SAF, manufacturers of electric and other new generation aircraft, and other start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains.
An important part of the Company's strategy to expand its global network and operate an environmentally sustainable, responsible and innovative airline has included making significant investments, both domestically and in other parts of the world, in other airlines and other aviation industry participants, producers of SAF, manufacturers of electric, hybrid and other new generation aircraft, and startups developing technologies in aerospace, next-generation air traffic control and aviation infrastructure, energy transition and AI-driven travel innovation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity risks are one of the key risks regularly evaluated, assessed and monitored as part of the Company's overall ERM process. As part of its risk-based strategy, the Company maintains appropriate technical and organizational measures and regularly reviews the appropriateness of those controls based on changes to the technical or regulatory environment.
Biggest changeAs part of its risk-based strategy, the Company maintains appropriate technical and organizational measures and regularly reviews the appropriateness of those controls based on changes to the technical or regulatory environment to protect as well as minimize threats to the Company's information; the information of the Company's customers, suppliers and other third parties; the Company's information systems; the Company's business operations; and the Company's services.
When appropriate, during the incident response process, the CISO, CDR leadership and the Company's Chief Legal Officer may be informed and consulted and if deemed necessary, incidents may be escalated for review by the Senior Leader Crisis Team, which consists of cross-functional leaders of the Company.
When appropriate, during the incident response process, the CISO, the CDR organization's leadership and the Company's Chief Legal Officer may be informed and consulted and if deemed necessary, incidents may be escalated for review by the Senior Leader Crisis Team, which consists of cross-functional leaders of the Company.
ITEM 1C. CYBERSECURITY. Board and Management Oversight of Cybersecurity Risks The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks, including cybersecurity and digital risk.
ITEM 1C. CYBERSECURITY. Board and Management Oversight of Cybersecurity Risks The Company considers management of cybersecurity and digital risk as essential for enabling its success. The Audit Committee (the "Audit Committee") of the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks, including cybersecurity and digital risk.
She serves on the board of directors of the Internet Security Alliance, is currently a member of the Cybersecurity Council at Airlines for America (and has served as Chair) and is currently a member of the board of directors of the Aviation Information Sharing and Analysis Center (A-ISAC).
She currently serves on the board of directors of the Internet Security Alliance, is currently a member of the Cybersecurity Council at Airlines for America (and has served as its Chair) and is currently a member of the board of directors of the Aviation Information Sharing and Analysis Center (A-ISAC).
The teams include individuals with a variety of cybersecurity expertise, including expertise in penetration testing; application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity engineering and architecture; identity and access management; vulnerability and asset management; cybersecurity threat intelligence; cybersecurity regulatory compliance; digital fraud; digital trust; incident response; insider threat assessment; and aircraft cybersecurity.
These teams include individuals with a variety of cybersecurity expertise, including expertise in penetration testing; application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity engineering and architecture; identity and access management; vulnerability and asset management; cybersecurity threat intelligence; cybersecurity regulatory compliance; digital fraud; digital trust; incident response; insider threat assessment; and aircraft cybersecurity.
For more information about the cybersecurity-related risks that the Company faces, see the risks detailed under the headings "The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems could materially harm its business or business strategy" and "Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business" included as part of our risk factor disclosures in Part I, Item 1A. of this Form 10-K.
For more information about the cybersecurity-related risks that the Company faces, see the risks detailed under the headings "The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems could materially harm its business or business strategy" and "Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business" included as part of the Company's risk factor disclosures in Part I, Item 1A. of this Form 10-K. 33 Table of Contents
The Company's senior leadership, including across the functions of the Company's safety, legal, government affairs, operations, aviation security, finance, communications and digital technology as well as others when appropriate, support CDR and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity exercises.
The Company's senior leadership—including across the Company's safety, legal, government affairs, operations, aviation security, finance, communications and digital technology organizations as well as others when appropriate—support the CDR organization and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity exercises.
The CDR organization includes teams focusing on cyber defense, identity & digital trust, secure product solutions & aircraft cybersecurity operations.
The Company's CDR organization includes teams focusing on cyber defense, identity and digital trust, secure product solutions and aircraft cybersecurity operations.
The Company regularly seeks opportunities to improve its capabilities, including through cybersecurity trainings and skill development programs for its CDR members. The Company utilizes a variety of third parties in connection with its cybersecurity risk management. The Company also employs third-party cybersecurity companies to add capacity or expertise when necessary.
The Company regularly seeks opportunities to improve its capabilities, including through cybersecurity trainings and skill-development programs for its CDR organization members. The Company utilizes a variety of third parties, as appropriate, in connection with its cybersecurity risk management. The Company employs these third-party cybersecurity companies to add capacity or expertise when necessary.
However, because the Company utilizes a risk-based strategy, based on professional judgment and analysis of the risks, it is possible that the Company may underappreciate or not recognize a specific risk. Moreover, even the best designed and implemented security controls may not eliminate the occurrence of cybersecurity incidents.
However, because the Company utilizes a risk-based strategy, based on professional judgment and analysis of the risks, it is possible that the Company may underappreciate or not recognize specific risks and may fail to fully implement the necessary technical and organizational controls. Moreover, even well designed and implemented security controls may not eliminate the occurrence of cybersecurity incidents.
On a regular basis, the Audit Committee reviews reports from the Company's Chief Information Security Officer ("CISO") or her representative(s) regarding the identification and management of cybersecurity risks, including when applicable, notable cybersecurity threats or incidents impacting the aviation sector and the Company; results of independent third-party assessments of the Company's cybersecurity program; key metrics, capabilities, resourcing and strategy regarding the Company's cybersecurity program; and updates related to cybersecurity regulatory developments.
On a regular basis, the Audit Committee reviews reports from the Company's Chief Information Security Officer ("CISO")—as well as its Chief Information Officer, Chief Risk Officer, Chief Legal Officer and Chief Compliance Officer—regarding the Company's processes for assessing, identifying and managing of cybersecurity risks, including when applicable, notable cybersecurity threats or incidents impacting the aviation sector and the Company; results of independent third-party assessments of the Company's cybersecurity program; key metrics, capabilities, resourcing and strategy regarding the Company's cybersecurity program; and updates related to cybersecurity regulatory developments.
Cybersecurity Incident Management The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of impacted organization(s) and others to analyze, contain, eradicate, mitigate and recover from the incident as applicable.
When a cybersecurity incident is identified, the CDR organization's incident response team engages with the appropriate subject matter experts, the relevant management of impacted organization(s) and others to analyze, contain, eradicate, mitigate and recover from the incident as applicable.
To manage these risks, the Company considers the impact of third-party incidents as part of its cybersecurity incident response processes. The Company also conducts evaluations of key suppliers based on risk and seeks to incorporate appropriate security standards to manage the risk.
To assess these risks, the Company considers the impact of third-party incidents as part of its cybersecurity incident response processes. The Company also conducts evaluations of key suppliers based on risk and seeks to incorporate appropriate security standards to address the risk. In addition, the Company regularly monitors the external cybersecurity posture of select third parties through various service providers.
The Company faces risks from cybersecurity threats, including as a result of any cybersecurity incidents, that could have materially affected or are reasonably likely to materially affect its business strategy, results of operations, and financial condition, cash flows or reputation.
The Company faces risks from network disruptions, cybersecurity threats (including as a result of any cybersecurity incident) and other efforts to compromise its services and underlying infrastructure that could have a material adverse effect on or are reasonably likely to materially adversely affect—individually or in the aggregate—its business strategy, results of operations, financial condition, cash flows or reputation.
The CISO leads the Company's Cybersecurity and Digital Risk ("CDR") organization, which oversees the Company's approach to identifying and managing cybersecurity and digital risk. The Company's current CISO has extensive technology and risk management experience in critical infrastructure sectors and is qualified as a boardroom certified technology expert by the Digital Directors Network. She has served on the U.S.
The Company's current CISO has extensive technology and risk management experience in critical infrastructure sectors, including aviation, and is certified as a boardroom Qualified Technology Expert by the Digital Directors Network. She has served on the U.S. President's National Infrastructure Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience.
Cybersecurity Risk Management and Strategy The Company established a risk-based strategy informed by guiding principles from industry standard cybersecurity and risk management frameworks, such as those published by the National Institute of Standards and Technology. The Company's cybersecurity risk management framework is integrated with the Company's Enterprise Risk Management ("ERM") process that is subject to oversight by the Board.
This risk-based strategy is informed by guiding principles from industry standard cybersecurity and risk management frameworks—such as those published by the National Institute of Standards and Technology—and industry-recognized practices to protect the confidentiality, integrity and availability of the Company's information technology systems and data.
The Company also regularly monitors the external cybersecurity posture of select third parties through various service providers. 32 Table of Contents Crucially, the Company and its suppliers strive to design and implement technical and organizational controls comprehensively, consistently and effectively as intended to protect the confidentiality, integrity or availability of systems and data.
The Company strives to design and implement technical and organizational controls comprehensively, consistently and effectively as intended to protect the confidentiality, integrity or availability of systems and data.
The Company maintains a process in which a subgroup of the Company's Disclosure Council would make a recommendation regarding the materiality of a cybersecurity incident to the full Disclosure Council and subsequently to the Audit Committee. Additionally, the CDR organization has frequent operating rhythms to, among other things, review cybersecurity incidents and track the progress of cybersecurity initiatives.
The Company maintains a process in which a subgroup of the Company's Disclosure Council makes a recommendation regarding the materiality of certain cybersecurity incidents to the full Disclosure Council and, if determined to be material, subsequently to the Audit Committee.
Although to our knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business.
However, from time to time the Company has experienced and expects to continue to face increasing cybersecurity risks as well as potential network disruptions—whether directly or through its supply chain or other channels—in the normal course of its business.
Removed
President's National Infrastructure Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience.
Added
The Chair of the Audit Committee regularly reports its activities—including those related to cybersecurity risks—to the Board and, as necessary, recommends actions to the Board that the Audit Committee deems appropriate. The CISO leads the Company's Cybersecurity and Digital Risk ("CDR") organization, which oversees the Company's approach to prevent, detect, mitigate and remediate cybersecurity and digital risk.
Removed
Additionally, assessments of the Company's cybersecurity program are periodically conducted by independent third-party assessors.
Added
Cybersecurity Risk Management and Strategy Managing cybersecurity and digital risk is a significant part of the Company's overall strategy for safely operating its business. The Company has developed a risk-based cybersecurity and digital risk management strategy.
Added
The Company is also subject to extensive cybersecurity regulation, including but not limited to those regulations overseen by the FAA, TSA, and DOT. This risk-based framework is also integrated into the Company's Enterprise Risk Management ("ERM") process that is subject to oversight by the Board.
Added
Cybersecurity risks are one of the key risks regularly evaluated, assessed and monitored as part of the Company's overall ERM process.
Added
Additionally, internal audits, security maturity assessments, security attestations and certifications, security testing and post-remediation reviews of the Company's cybersecurity program are periodically conducted by independent third-party service provides to 32 Table of Contents identify areas of potential weakness and for continued improvement as well as to ensure ongoing compliance with regulatory requirements to which we are subject.
Added
In addition, the Company actively engages with intelligence agencies, law enforcement and advocacy and industry groups.
Added
Cybersecurity Incident Management The CDR organization monitors the Company's information systems to prevent, detect, mitigate and remediate cybersecurity threats. The CDR organization uses a variety of prevention and detection tools and other resources to monitor cybersecurity vulnerabilities and identify potential cybersecurity incidents.
Added
Additionally, the CDR organization has frequent operating rhythms to, among other things, review cybersecurity incidents and track the progress of cybersecurity initiatives.
Added
To the Company's knowledge, based on information available as of December 31, 2025 and through the date of this filing, such risks did not have a material adverse effect on the Company in the last three fiscal years.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, United's mainline and regional fleets consisted of the following: Aircraft Type Total Owned Leased Seats in Standard Configuration Average Age (In Years) Mainline: 777-300ER 22 22 — 350 7.0 777-200ER 55 54 1 276-362 24.8 777-200 19 19 — 364 27.5 787-10 21 21 — 318 4.2 787-9 41 34 7 257 6.7 787-8 12 12 — 243 11.5 767-400ER 16 16 — 231 23.3 767-300ER 37 37 — 167-203 28.8 757-300 21 21 — 234 22.3 757-200 40 39 1 176 27.9 737 MAX 9 85 61 24 179 2.8 737 MAX 8 107 48 59 166 1.6 737-900ER 136 136 — 179 12.0 737-900 12 12 — 179 23.3 737-800 141 130 11 166 20.8 737-700 40 38 2 126 25.8 A321neo 29 24 5 200 0.4 A320-200 79 78 1 150 25.3 A319-100 81 52 29 126 23.1 Total mainline 994 854 140 15.8 33 Table of Contents Aircraft Type Total Owned Owned or Leased by Regional Carrier Regional Carrier Operator and Number of Aircraft Seats in Standard Configuration Regional: E175 217 102 115 SkyWest: 111 Mesa: 55 Republic: 51 70/76 E170 15 — 15 Republic: 15 70 CRJ900 6 — 6 Mesa: 6 76 CRJ700 17 — 17 SkyWest: 17 70 CRJ550 50 13 37 GoJet: 46 SkyWest: 4 50 CRJ200 50 — 50 SkyWest: 50 50 ERJ145XR 57 57 — CommuteAir: 57 50 Total regional 412 172 240 In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, 2024: • 6 CRJ550s, 5 E175s and 38 ERJ145XRs that are temporarily grounded; and • 8 CRJ700s awaiting conversion to CRJ550s.
Biggest changeAs of December 31, 2025, United's mainline and regional fleets consisted of the following: Aircraft Type Total Owned Leased Seats in Standard Configuration Average Age (In Years) Mainline: 777-300ER 22 22 — 350 8.0 777-200ER 55 54 1 276-362 25.8 777-200 19 19 — 364 28.5 787-10 21 21 — 318 5.2 787-9 48 48 — 257 6.7 787-8 12 12 — 243 12.5 767-400ER 16 16 — 231 24.3 767-300ER 37 37 — 167-203 29.8 757-300 21 21 — 234 23.3 757-200 40 39 1 176 28.9 737 MAX 9 120 76 44 179 2.9 737 MAX 8 123 107 16 166 2.4 737-900ER 136 136 — 179 13.0 737-900 12 12 — 179 24.3 737-800 141 130 11 166 21.8 737-700 40 38 2 126 26.8 A321neo 59 51 8 200 0.9 A320-200 68 68 — 150 25.7 A319-100 76 51 25 126 23.9 Total mainline 1,066 958 108 15.3 Aircraft Type Total Owned Owned or Leased by Regional Carrier Regional Carrier Operator Number of Aircraft Seats in Standard Configuration Regional: E175 241 117 124 SkyWest Mesa Republic 119 60 62 70/76 E170 4 — 4 Republic 4 70 CRJ700 10 — 10 SkyWest 10 70 CRJ550 80 20 60 GoJet SkyWest 54 26 50 CRJ200 30 — 30 SkyWest 30 50 ERJ145XR 59 59 — CommuteAir 59 50 Total regional 424 196 228 In addition to the aircraft presented in the table above, United owned the following regional aircraft as of December 31, 2025: • 29 ERJ145XRs that are temporarily grounded; and • Two CRJ700s awaiting conversion to CRJ550s. 34 Table of Contents Firm Order and Option Aircraft.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. The aircraft listed in the table above are scheduled for delivery through 2033.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. The aircraft listed in the table above are scheduled for delivery through 2034.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information. Facilities. United leases gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves. United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from 2025 through 2056.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information. Facilities. United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM.
As of December 31, 2024, United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below: Contractual Aircraft Deliveries Expected Aircraft Deliveries (b) Aircraft Type Number of Firm Commitments (a) 2025 2026 After 2026 2025 2026 After 2026 787 147 28 17 102 9 20 118 737 MAX 8 16 16 — — 16 — — 737 MAX 9 138 68 70 — 28 48 62 737 MAX 10 167 — 3 164 — — 167 A321neo 101 23 16 62 20 17 64 A321XLR 50 — 12 38 — 9 41 A350 45 — — 45 — — 45 (a) United also has options and purchase rights for additional aircraft.
As of December 31, 2025, United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below: Contractual Aircraft Deliveries Expected Aircraft Deliveries (b) Aircraft Type Number of Firm Commitments (a) 2026 2027 After 2027 2026 2027 After 2027 787 150 48 9 93 20 26 104 737 MAX 9 103 103 — — 76 27 — 737 MAX 10 167 3 44 120 — 21 146 A321neo 119 18 1 100 16 3 100 A321XLR 50 8 26 16 8 16 26 A350 45 — — 45 — — — (a) United also has options and purchase rights for additional aircraft.
Substantially all of these facilities are leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and services. United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves.
United leases gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves with lease expiration dates ranging from 2026 through 2057. Substantially all of these facilities are leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and services.
In addition, United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and administrative offices in downtown Houston.
United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. United's leases for its principal executive office and operations center in downtown Chicago and administrative offices in downtown Houston expire from 2029 through 2033.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAntitrust Litigation On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to the CID.
Biggest changeAs such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters. 35 Table of Contents Antitrust Litigation On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from the Company in connection with a DOJ investigation related to statements and decisions about airline capacity.
The Company is involved, both as a plaintiff and a defendant, in various legal proceedings, including, without limitation, litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, inquiries and similar actions involving its passengers, customers, suppliers, employees and stockholders, as well as government agencies, among others, arising in the 34 Table of Contents ordinary course of business and that have not been fully resolved.
The Company is involved, both as a plaintiff and a defendant, in various legal proceedings, including, without limitation, litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, inquiries and similar actions involving its passengers, customers, suppliers, employees and stockholders, as well as government agencies, among others, arising in the ordinary course of business and that have not been fully resolved.
Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of Columbia.
The Company has completed its response to the CID. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of Columbia.
Removed
As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
Removed
The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the investigation.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sale of Unregistered Securities and Use of Proceeds The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been previously disclosed on a Form 10-Q or Form 8-K.
Biggest change(b) Average price paid per share is calculated on a settlement basis and excludes commission and taxes. 36 Table of Contents Recent Sale of Unregistered Securities and Use of Proceeds The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been previously disclosed on a Form 10-Q or Form 8-K.
The comparison assumes $100 was invested on December 31, 2019 in UAL common stock and in each of the foregoing indices and assumes that all dividends were reinvested. Note: The stock price performance shown in the graph above should not be considered indicative of potential future stock price performance.
The comparison assumes $100 was invested on December 31, 2020 in UAL common stock and in each of the foregoing indices and assumes that all dividends were reinvested. Note: The stock price performance shown in the graph above should not be considered indicative of potential future stock price performance.
The foregoing performance graph is being furnished as part of this report solely in accordance with the requirement under Rule 14a-3(b)(9) to furnish our stockholders with such information, and therefore, shall not be deemed to be filed or incorporated by reference into any filings by the Company under the Securities Act or the Exchange Act. 36 Table of Contents ITEM 6. [RESERVED]
The foregoing performance graph is being furnished as part of this report solely in accordance with the requirement under Rule 14a-3(b)(9) to furnish our stockholders with such information, and therefore, shall not be deemed to be filed or incorporated by reference into any filings by the Company under the Securities Act or the Exchange Act. ITEM 6. [RESERVED]
Dividend Policy There were no cash dividend payments during the year ended December 31, 2024 and we do not expect to pay cash dividends in the foreseeable future.
Dividend Policy There were no cash dividend payments during the year ended December 31, 2025 and we do not expect to pay cash dividends in the foreseeable future.
Stock Performance Graph The following graph compares the cumulative total stockholder return during the period from December 31, 2019 to December 31, 2024 of UAL common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL").
Stock Performance Graph The following graph compares the cumulative total stockholder return during the period from December 31, 2020 to December 31, 2025 of UAL common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL").
As of February 24, 2025, the dollar value of the shares that may yet be purchased under the program is approximately $1.3 billion. See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program.
As of February 5, 2026, the dollar value of the shares that may yet be purchased under the program is approximately $0.8 billion. See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock UAL's common stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL." Holders of Common Stock As of February 24, 2025, there were 5,363 holders of record of UAL common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock UAL's common stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL." Holders of Common Stock As of February 5, 2026, there were 4,218 holders of record of UAL common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 35 Table of Contents The following table presents information with respect to the Company's repurchases of UAL common stock during the quarter ended December 31, 2024: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (a) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in millions) October 1 - 31 575,405 $ 75.02 575,405 $ 1,457 November 1 - 30 296,796 86.60 296,796 1,431 December 1 - 31 124,875 97.29 124,875 1,419 Total 997,076 997,076 (a) On October 15, 2024, the Company announced that its Board authorized a new share repurchase program with no stated expiration, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $500 million in the aggregate through 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table presents information with respect to the Company's repurchases of UAL common stock during the quarter ended December 31, 2025: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (a) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in millions) October 1 - 31 75,844 $ 96.89 75,844 $ 803 November 1 - 30 149,835 94.91 149,835 789 December 1 - 31 58,919 107.61 58,919 782 Total 284,598 284,598 (a) On October 15, 2024, the Company announced that its Board authorized a new share repurchase program with no stated expiration, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $500 million in the aggregate through 2024.
Removed
(b) Average price paid per share is calculated on a settlement basis and excludes commission and taxes.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 37 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 49 Combined Notes to Consolidated Financial Statements 64
Biggest changeItem 6. [Reserved] 37 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 51 Combined Notes to Consolidated Financial Statements 66

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

67 edited+23 added−20 removed43 unchanged
Biggest changeThe table below illustrates the year-over-year percentage change in the Company's operating revenues for the years ended December 31 (in millions, except percentage changes): 2024 2023 Increase (Decrease) % Change Passenger revenue $ 51,829 $ 49,046 $ 2,783 5.7 Cargo 1,743 1,495 248 16.6 Other operating revenue 3,491 3,176 315 9.9 Total operating revenue $ 57,063 $ 53,717 $ 3,346 6.2 39 Table of Contents The table below presents passenger revenue and select operating data of the Company, broken out by geographic region, expressed as year-over-year changes: Increase (decrease) from 2023: Domestic Atlantic Pacific Latin Total Passenger revenue (in millions) $ 1,315 $ 197 $ 936 $ 335 $ 2,783 Passenger revenue 4.4 % 1.9 % 20.1 % 7.2 % 5.7 % Average fare per passenger 0.1 % 3.9 % (4.3) % (4.8) % 0.4 % Yield 0.1 % 5.3 % (4.7) % (4.3) % (0.1) % PRASM 0.2 % 4.4 % (8.4) % (5.6) % (1.1) % Passengers 4.4 % (1.9) % 25.5 % 12.6 % 5.3 % RPMs 4.3 % (3.2) % 26.0 % 12.0 % 5.8 % ASMs 4.3 % (2.3) % 31.1 % 13.5 % 6.8 % Passenger load factor (points) — (0.7) (3.1) (1.2) (0.8) Passenger revenue increased $2.8 billion, or 5.7%, in 2024 as compared to 2023, primarily due to a 6.8% increase in capacity as well as a 5.3% increase in passengers.
Biggest changeThe table below illustrates the year-over-year percentage change in the Company's operating revenues for the years ended December 31 (in millions, except percentage changes): 2025 2024 Increase (Decrease) % Change Passenger revenue $ 53,438 $ 51,829 $ 1,609 3.1 Cargo 1,779 1,743 36 2.1 Other operating revenue 3,853 3,491 362 10.4 Total operating revenue $ 59,070 $ 57,063 $ 2,007 3.5 The table below presents passenger revenue and select operating data of the Company, broken out by geographic region, expressed as year-over-year changes: Increase (decrease) from 2024: Domestic Atlantic Pacific Latin Total Passenger revenue (in millions) $ 610 $ 510 $ 417 $ 71 $ 1,609 Passenger revenue 2.0 % 4.9 % 7.5 % 1.4 % 3.1 % Average fare per passenger (1.9) % (0.8) % (3.5) % (2.1) % (1.1) % Yield (1.8) % (0.8) % (1.8) % (3.2) % (1.9) % PRASM (4.1) % (1.6) % 3.0 % (5.2) % (2.9) % Passengers 3.9 % 5.8 % 11.3 % 3.6 % 4.3 % RPMs 3.9 % 5.7 % 9.4 % 4.8 % 5.1 % ASMs 6.3 % 6.6 % 4.3 % 7.0 % 6.1 % Passenger load factor (points) (1.9) (0.7) 3.7 (1.7) (0.9) Passenger revenue increased $1.6 billion, or 3.1%, in 2025 as compared to 2024, primarily due to a 6.1% increase in capacity as well as a 4.3% increase in passengers.
The Company remains focused on delivering on four strategic pillars, which it believes has helped, and will continue, to differentiate United from the rest of the industry: • United Next: In 2024 we continued to make progress with our United Next plan to align our network and product with the potential of our hubs while remaining focused on protecting the safety of our employees and customers and providing a superior customer experience.
The Company remains focused on delivering on four strategic pillars, which it believes has helped, and will continue, to differentiate United from the rest of the industry: • United Next: In 2025 we continued to make progress with our United Next plan to align our network and product with the potential of our hubs while remaining focused on protecting the safety of our employees and customers and providing a superior customer experience.
(e) Amounts represent postretirement benefit payments and an estimate of the minimum funding requirements as determined by government regulations for United's U.S. pension plans through 2034. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates. Postretirement benefit payments approximate plan contributions as plans are substantially unfunded.
(e) Amounts represent postretirement benefit payments and an estimate of the minimum funding requirements as determined by government regulations for United's U.S. pension plans through 2035. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates. Postretirement benefit payments approximate plan contributions as plans are substantially unfunded.
Currently Moody's and Fitch have assigned the Company a positive outlook, while S&P maintains a stable outlook. Other Liquidity Matters Below is a summary of additional liquidity matters. See the indicated notes to our consolidated financial statements included in Part II, Item 8 of this report for additional details related to these and other matters affecting our liquidity and commitments.
Currently Moody's and Fitch have assigned the Company a stable outlook and S&P a positive outlook. Other Liquidity Matters Below is a summary of additional liquidity matters. See the indicated notes to our consolidated financial statements included in Part II, Item 8 of this report for additional details related to these and other matters affecting our liquidity and commitments.
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.
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 47 Table of Contents objectives to differ materially from those expressed in, or implied by, the statements.
See Note 11 to the financial statements included in Part II, Item 8 of this report for information on these leases. 44 Table of Contents (d) Represents our estimates of future minimum noncancelable commitments under our CPAs and does not include the portion of the underlying obligations for aircraft and facility rent that is disclosed as part of operating lease obligations.
See Note 11 to the financial statements included in Part II, Item 8 of this report for information on these leases. (d) Represents our estimates of future minimum noncancelable commitments under our CPAs and does not include the portion of the underlying obligations for aircraft and facility rent that is disclosed as part of operating lease obligations.
Key assumptions used in the valuation model included forecasted revenues, margin and an overall discount rate. These assumptions are inherently uncertain as they relate to future events and circumstances. See Notes 1 and 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Key assumptions used in the valuation model included forecasted revenues, margin and an overall discount rate. These assumptions are inherently uncertain as they relate to future events and circumstances. See Note 1 to the financial statements included in Part II, Item 8 of this report for additional information.
As of the filing date of this report, UAL and United had the following corporate credit ratings: S&P Moody's Fitch UAL BB Ba2 BB- United BB * BB- *The credit agency does not issue corporate credit ratings for subsidiary entities.
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.
Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase. 45 Table of Contents • Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising.
Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase. • Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising.
Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows. This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows. This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
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 46 Table of Contents 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; our reliance on a limited number of suppliers to source a majority of our aircraft, engines and certain parts, and the impact of any failure to obtain timely deliveries, additional equipment or support from any of these suppliers; disruptions to our regional network and United Express flights provided by third-party regional carriers; unfavorable economic and political conditions in the United States and globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships with these providers or their provision of services; extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constraints at our hubs or other airports; geopolitical conflict, terrorist attacks or security events (including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope); any damage to our reputation or brand image; our reliance on technology and automated systems to operate our business and the impact of any significant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems; increasing privacy, data security and cybersecurity obligations or a significant data breach; increased use of social media platforms by us, our employees and others; the impacts of union disputes, employee strikes or slowdowns, and other labor-related disruptions or regulatory compliance costs on our operations or financial performance; any failure to attract, train or retain skilled personnel, including our senior management team or other key employees; the monetary and operational costs of compliance with extensive government regulation of the airline industry; current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions; costs, liabilities and risks associated with environmental regulation and climate change; high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel; the impacts of our significant amount of financial leverage from fixed obligations and the impacts of insufficient liquidity on our financial condition and business; failure to comply with financial and other covenants governing our debt, including our MileagePlus® senior secured notes; 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.
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; 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.
The Company has indirect guarantees for approximately $2.7 billion in loans secured by fuel facility leases in which United participates, with a contingent exposure of about $504 million. These indirect guarantees are set to expire between 2027 and 2056. The Company's contingent exposure could increase in the future if the participation of other air carriers in such fuel consortia decreases.
The Company has indirect guarantees for approximately $2.9 billion in loans secured by fuel facility leases in which United participates, with a contingent exposure of about $513 million. These indirect guarantees are set to expire between 2027 and 2056. The Company's contingent exposure could increase in the future if the participation of other air carriers in such fuel consortia decreases.
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.
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.
As part of our United Next growth plan, we expect to take delivery of over 660 new narrow- and widebody aircraft by the end of 2033. The new aircraft that the Company has taken delivery of to date have increased our gauge, scale, and connectivity, as well as improved the Company's fuel efficiency.
As part of our United Next growth plan, we expect to take delivery of over 630 new narrow- and widebody aircraft by the end of 2034. The new aircraft that the Company has taken delivery of to date have increased our gauge, scale, and connectivity, as well as improved the Company's fuel efficiency.
See Notes 10 and 13 to the financial statements included in Part II, Item 8 of this report for additional information on the debt prepayments and refinancing. Income Taxes.
See Notes 10 and 13 to the financial statements included in Part II, Item 8 of this report for additional information on the debt prepayments and refinancing. Income Taxes. See Note 7 to the financial statements included in Part II, Item 8 of this report for information related to income taxes.
In 2024, the Company raised: • $2.5 billion under the new term loan facility; • $1.4 billion through the issuance of equipment notes (the "2024 Equipment Notes") secured by 48 Boeing aircraft delivered new from the manufacturer from October 2010 to December 2023 ; and • $2.2 billion through the issuance of debt, not including the 2024 Equipment Notes, and other financial liabilities on aircraft.
In 2024, the Company raised: • $2.5 billion under the new term loan facility; • $1.4 billion through the issuance of equipment notes (the "2024 Equipment Notes") secured by 48 Boeing aircraft delivered new from the manufacturer from October 2010 to December 2023; and • $2.2 billion through the issuance of debt, not including the 2024 Equipment Notes, and other financial liabilities on aircraft. 44 Table of Contents Share Repurchases .
As of December 31, 2024, UAL and United were in compliance with their respective debt covenants under these agreements. As of December 31, 2024, 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 December 31, 2025, UAL and United were in compliance with their respective debt covenants under these agreements. As of December 31, 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.
The table below provides a summary of the Company's current and long-term material cash requirements as of December 31, 2024 (in billions): 2025 2026 2027 2028 2029 After 2029 Long-term debt and related interest (a) $ 4.1 $ 5.8 $ 3.2 $ 2.5 $ 3.5 $ 11.4 Finance leases 0.2 — — — — — Operating leases (b) 0.8 0.7 0.9 0.7 0.5 3.1 Leases not yet commenced (c) 0.1 0.2 0.4 0.4 0.4 4.2 Other financial liabilities 0.5 0.3 0.6 0.3 0.3 3.2 Regional CPAs (d) 2.7 2.8 2.1 1.8 1.4 4.1 Postretirement benefit payments and pension funding (e) 0.2 0.5 0.3 0.1 0.1 0.4 Capital and other purchases (f) 9.6 6.0 4.7 6.5 8.1 19.5 Total $ 18.2 $ 16.3 $ 12.2 $ 12.3 $ 14.3 $ 45.9 (a) Long-term debt presented in the Company's financial statements is net of $184 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms.
The table below provides a summary of the Company's current and long-term material cash requirements as of December 31, 2025 (in billions): 2026 2027 2028 2029 2030 After 2030 Long-term debt and related interest (a) $ 5.0 $ 2.8 $ 2.6 $ 3.6 $ 3.0 $ 9.0 Finance leases 0.1 0.2 0.1 — — — Operating leases (b) 0.9 1.1 0.9 0.7 0.8 3.6 Leases not yet commenced (c) 0.2 0.3 0.5 0.5 0.5 4.6 Other financial liabilities 0.4 0.6 0.2 0.2 0.2 2.7 Regional CPAs (d) 2.9 2.9 2.8 2.3 1.9 6.2 Postretirement benefit payments and pension funding (e) 0.3 0.3 0.2 0.2 0.2 0.3 Capital and other purchases (f) 12.6 5.6 7.4 9.0 8.7 13.8 Total $ 22.4 $ 14.0 $ 14.7 $ 16.5 $ 15.2 $ 40.2 (a) Long-term debt presented in the Company's financial statements is net of $117 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms.
(f) The average passenger revenue received for each revenue passenger mile flown. (g) Average stage length equals the average distance a flight travels weighted for size of aircraft. Operating Revenue.
(f) The average passenger revenue received for each revenue passenger mile flown. (g) The average distance a flight travels weighted for size of aircraft. Operating Revenue.
For a discussion of the Company's sources and uses of cash in 2023 as 43 Table of Contents compared to 2022, see "Liquidity and Capital Resources" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Annual Report. Credit Ratings.
For a discussion of the Company's sources and uses of cash in 2024 as compared to 2023, see "Liquidity and Capital Resources" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Annual Report. Credit Ratings.
Cash requirements do not include the debt discount, premiums and debt issuance costs. Future interest payments on variable rate debt were computed using the rates as of December 31, 2024. (b) Represents future payments under fixed rate operating lease obligations.
Cash requirements do not include the debt discount, premiums and debt issuance costs. Future interest payments on variable rate debt were computed using the rates as of December 31, 2025. 45 Table of Contents (b) Represents future payments under fixed rate operating lease obligations.
We are the largest airline measured by available seat miles in the world, helping to connect around 174 million passengers to more than 360 destinations across six continents.
We are the largest airline measured by available seat miles in the world, helping to connect around 181 million passengers to more than 380 destinations across six continents.
We believe that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft expenditures reflects its current assumptions regarding delayed aircraft deliveries.
We believe that adjusting capital expenditures for assets acquired through the issuance or modification of debt, finance leases and other financial liabilities as well as operating to finance lease conversions is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft expenditures reflects its current assumptions regarding delayed aircraft deliveries.
See Note 1 and Note 2 to the financial statements included in Part II, Item 8 of this report for additional discussion of these estimates and our other significant accounting policies. The Company has identified the following critical accounting policies that impact the preparation of the financial statements. Passenger Revenue Recognition .
See Note 1 and Note 2 to the financial statements included in Part II, Item 8 of this report for additional discussion of these estimates and other significant accounting policies. The Company has identified the following critical accounting policies that impact the preparation of the financial statements. Frequent Flyer Accounting.
The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis.
The objective of using the estimated selling price based methodology is to determine the price at which United would transact a sale if the product or 46 Table of Contents service were sold on a stand-alone basis.
The Company has significant financial obligations and guarantees that could impact its future cash flow. As of December 31, 2024, the Company has $490 million in letters of credit and surety bonds with expiration dates through 2035, some of which are cash collateralized.
The Company has significant financial obligations and guarantees that could impact its future cash flow. As of December 31, 2025, the Company has $502 million in letters of credit and surety bonds with expiration dates through 2036, some of which are cash collateralized.
Executive Summary Overview United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
(together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). 37 Table of Contents As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.
Other key highlights of our United Next plan include: – increasing our employee headcount by more than 30,000 employees since 2020; – surpassing 300 new and retrofit aircraft featuring our signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity; 37 Table of Contents – expanding our leading global network to destinations like Ulaanbaatar, Mongolia; Nuuk, Greenland; Kaohsiung, Taiwan; Palermo, Italy; Bilbao, Spain; Faro, Portugal; Madeira Island, Portugal; Puerto Escondido, Mexico; and Dakar, Senegal; – launching Kinective Media SM (the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands); – announcing an industry-leading agreement with SpaceX to bring Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to the Company's aircraft; and – making significant technology changes that empower our employees and improve the customer experience. • Operational excellence: The most important factor for customer satisfaction is on-time flights.
Other key highlights of our United Next plan include: – increasing our employee headcount by more than 38,000 employees since 2020; – surpassing 530 new and retrofit aircraft featuring our signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity; – expanding our leading global network to destinations like Nuuk, Greenland; Ulaanbaatar, Mongolia; Faro, Portugal; Puerto Escondido, Mexico; Palermo, Italy; Bilbao, Spain; and Madeira Island, Portugal; – launching Kinective Media SM (the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands); – bringing Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to our United Express regional aircraft and beginning installation on our mainline aircraft; and – making significant technology changes that empower our employees and improve the customer experience. • Operational excellence: The most important factor for customer satisfaction is on-time flights.
The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. Indefinite-lived intangible assets.
The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. Pension plans.
Aircraft fuel expense decreased $895 million, or 7.1%, in 2024 as compared to 2023, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from higher flight activity.
Aircraft fuel expense decreased $360 million, or 3.1%, in 2025 as compared to 2024, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from increased flight activity.
Also, during 2023, United borrowed $1.1 billion for aircraft financings. For additional information regarding these Liquidity and Capital Resource matters, see Notes 10, 11 and 12 to the financial statements included in Part II, Item 8 of this report. For information regarding non-cash investing and financing activities, see the Company's statements of consolidated cash flows.
For additional information regarding these Liquidity and Capital Resource matters, see Notes 10, 11 and 12 to the financial statements included in Part II, Item 8 of this report. For information regarding non-cash investing and financing activities, see the Company's statements of consolidated cash flows.
See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program. Significant financing events in 2023 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments . During 2023, the Company made $4.2 billion of principal payments on debt, finance leases, and other financial liabilities.
See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program. Significant financing events in 2024 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments.
Landing fees and other rent increased $361 million, or 11.7%, in 2024 as compared to 2023, primarily due to rate increases at various airports, terminal expansions and other increases in the number of airport gates as well as higher landed weight volume due to increased flight activity.
Landing fees and other rent increased $412 million, or 12.0%, in 2025 as compared to 2024, 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.
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, announced routes (which may be subject to government approval), 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.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of December 31, 2024, the Company had approximately $33.6 billion of debt, finance lease, operating lease and other financial liabilities, including $3.9 billion that will become due in the next 12 months.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of December 31, 2025, the Company had approximately $31.0 billion of debt, finance lease, operating 42 Table of Contents lease and other financial liabilities, including $5.1 billion that will become due in the next 12 months.
Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed.
Accordingly, United determines the estimated selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed.
Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel. We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component.
Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel. United accounts for payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations based on management's estimated selling price of each component.
Results of Operations Select financial data and operating statistics are provided in the tables below: (in millions) 2024 2023 2022 Operating revenue $ 57,063 $ 53,717 $ 44,955 Operating expense 51,967 49,506 42,618 Operating income 5,096 4,211 2,337 Nonoperating expense, net (928) (824) (1,347) Income before income taxes 4,168 3,387 990 Income tax expense 1,019 769 253 Net income $ 3,149 $ 2,618 $ 737 2024 2023 2022 Passengers (thousands) (a) 173,603 164,927 144,300 Revenue passenger miles ("RPMs") (millions) (b) 258,503 244,435 206,791 Available seat miles ("ASMs") (millions) (c) 311,185 291,333 247,858 Cargo revenue ton miles (millions) (d) 3,604 3,159 3,041 Passenger load factor (e) 83.1 % 83.9 % 83.4 % Passenger revenue per available seat mile ("PRASM") (cents) 16.66 16.84 16.15 Total revenue per available seat mile ("TRASM") (cents) 18.34 18.44 18.14 Average yield per revenue passenger mile ("Yield") (cents) (f) 20.05 20.07 19.36 Cost per available seat mile ("CASM") (cents) 16.70 16.99 17.19 Average price per gallon of fuel, including fuel taxes $ 2.65 $ 3.01 $ 3.63 Fuel gallons consumed (millions) 4,444 4,205 3,608 Average stage length (miles) (g) 1,490 1,479 1,437 Employee headcount, as of December 31 107,300 103,300 92,800 (a) The number of revenue passengers measured by each flight segment flown.
Results of Operations Select financial data and operating statistics are provided in the tables below: (in millions) 2025 2024 2023 Operating revenue $ 59,070 $ 57,063 $ 53,717 Operating expense 54,356 51,967 49,506 Operating income 4,713 5,096 4,211 Nonoperating expense, net (408) (928) (824) Income before income taxes 4,306 4,168 3,387 Income tax expense 953 1,019 769 Net income $ 3,353 $ 3,149 $ 2,618 39 Table of Contents 2025 2024 2023 Passengers (thousands) (a) 181,053 173,603 164,927 Revenue passenger miles ("RPMs") (millions) (b) 271,619 258,503 244,435 Available seat miles ("ASMs"or "capacity") (millions) (c) 330,284 311,185 291,333 Cargo revenue ton miles (millions) (d) 3,626 3,604 3,159 Passenger load factor (e) 82.2 % 83.1 % 83.9 % Passenger revenue per available seat mile ("PRASM") (cents) 16.18 16.66 16.84 Total revenue per available seat mile ("TRASM") (cents) 17.88 18.34 18.44 Average yield per revenue passenger mile ("Yield") (cents) (f) 19.67 20.05 20.07 Cost per available seat mile ("CASM") (cents) 16.46 16.70 16.99 Average price per gallon of fuel, including fuel taxes $ 2.44 $ 2.65 $ 3.01 Fuel gallons consumed (millions) 4,663 4,444 4,205 Average stage length (miles) (g) 1,488 1,490 1,479 Employee headcount, as of December 31 113,200 107,300 103,300 (a) The number of revenue passengers measured by each flight segment flown.
Our people are our greatest asset and they are by far the most important part of our product. Ultimately our people provide customers with the service they expect.
Our people are our greatest asset and they are by far the most important part of our product.
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.
It is routine for our internal projections 48 Table of Contents 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.
During the quarter ended December 31, 2024, the Company repurchased 997,076 shares of UAL common stock at an average price of $81.26 for a total investment of approximately $81 million as part of the share repurchase program. As of February 24, 2025, the dollar value of shares that may yet be purchased under the program is approximately $1.3 billion.
During the quarter ended December 31, 2024, the Company repurchased 997,076 shares of UAL common stock at an average price of $81.26 for a total investment of approximately $81 million as part of the share repurchase program.
Cash flows used in investing activities decreased $3.5 billion in 2024 as compared to the year-ago period mainly related to approximately $1.8 billion lower net activity in purchases and sales of short-term and other investments, as well as a $1.6 billion decrease in capital expenditures.
Cash flows used in investing activities increased $3.7 billion in 2025 as compared to the year-ago period mainly related to approximately $3.3 billion higher net activity in purchases and sales of short-term and other investments, as well as a $0.3 billion increase in capital expenditures. Financing Activities.
Other operating revenue increased $315 million, or 9.9%, in 2024 as compared to 2023, 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 primarily due to a 5.3% increase in passengers.
Other operating revenue increased $362 million, or 10.4%, in 2025 as compared to 2024, 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. 40 Table of Contents Operating Expense.
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; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.
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; supply chain constraints and related costs affecting us and our partners; volatile fuel prices; increasing maintenance expenses; and an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 29, 2024 (the "2023 Annual Report").
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's 2024 Annual Report. Executive Summary Overview United Airlines Holdings, Inc.
Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased FAA oversight of the aircraft production process; any legal requirement that would result in a reshaping of the 38 Table of Contents benefits that we provide to our consumers through our loyalty program or the co-branded credit cards issued by our partner; the effect of any potential changes in trade tariffs that we are unable to mitigate; and certain rules and regulations proposed by the DOT that would impose additional costs and operational restrictions on airlines.
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; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); an extended federal government shutdown as well as any other budgetary decisions limiting or delaying government spending or reducing staffing of government agencies with which we interact routinely; 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 any potential changes in trade tariffs that we are unable to mitigate; and certain rules and regulations proposed by the DOT that would impose additional costs and operational restrictions on airlines.
Sources and Uses of Cash The following table summarizes our cash flow for the years ended December 31 (in millions): 42 Table of Contents 2024 2023 2022 Total cash provided by (used in): Operating activities $ 9,445 $ 6,911 $ 6,066 Investing activities (2,651) (6,106) (13,829) Financing activities (4,182) (1,892) (3,349) Net increase (decrease) in cash, cash equivalents and restricted cash $ 2,612 $ (1,087) $ (11,112) See the Statements of Consolidated Cash Flows included in Part II, Item 8 of this report for additional information.
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. 43 Table of Contents Sources and Uses of Cash The following table summarizes our cash flow for the years ended December 31 (in millions): 2025 2024 2023 Total cash provided by (used in): Operating activities $ 8,431 $ 9,445 $ 6,911 Investing activities (6,350) (2,651) (6,106) Financing activities (4,945) (4,182) (1,892) Net increase (decrease) in cash, cash equivalents and restricted cash $ (2,865) $ 2,612 $ (1,087) See the Statements of Consolidated Cash Flows included in Part II, Item 8 of this report for additional information.
The table below includes data related to the Company's operating expense for the years ended December 31 (in millions, except percentage changes): 2024 2023 Increase (Decrease) % Change (a) Salaries and related costs $ 16,678 $ 14,787 $ 1,891 12.8 Aircraft fuel 11,756 12,651 (895) (7.1) Landing fees and other rent 3,437 3,076 361 11.7 Aircraft maintenance materials and outside repairs 3,063 2,736 327 12.0 Depreciation and amortization 2,928 2,671 257 9.6 Regional capacity purchase 2,516 2,400 116 4.8 Distribution expenses 2,231 1,977 254 12.8 Aircraft rent 193 197 (4) (2.0) Special charges 112 949 (837) NM Other operating expenses 9,053 8,062 991 12.3 Total operating expenses $ 51,967 $ 49,506 $ 2,461 5.0 (a) NM - Greater than 100% change or otherwise not meaningful.
The table below includes data related to the Company's operating expense for the years ended December 31 (in millions, except percentage changes): 2025 2024 Increase (Decrease) % Change (a) Salaries and related costs $ 17,647 $ 16,678 $ 969 5.8 Aircraft fuel 11,396 11,756 (360) (3.1) Landing fees and other rent 3,849 3,437 412 12.0 Aircraft maintenance materials and outside repairs 3,294 3,063 231 7.5 Depreciation and amortization 2,939 2,928 11 0.4 Regional capacity purchase 2,693 2,516 177 7.0 Distribution expenses 2,109 2,231 (122) (5.5) Aircraft rent 252 193 59 30.4 Special charges 259 112 147 NM Other operating expenses 9,919 9,053 866 9.6 Total operating expenses $ 54,356 $ 51,967 $ 2,389 4.6 (a) NM - Greater than 100% change or otherwise not meaningful.
Regional capacity purchase costs increased $116 million, or 4.8%, in 2024 as compared to 2023, primarily due to an 8% increase in regional capacity as well as increases in contractual rates.
Regional capacity purchase costs increased $177 million, or 7.0%, in 2025 as compared to 2024, primarily due to an approximately 9% increase in regional flight activity as well as increases in contractual rates.
Interest income decreased $101 million, or 12.2%, in 2024 as compared to 2023, primarily due to lower balances in our short-term investment portfolio, which were partially offset by higher interest rates. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information.
Interest income decreased $115 million, or 15.9%, in 2025 as compared to 2024, primarily due to lower interest rates and lower levels of cash and short-term investments. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information.
Adjusted capital expenditures is a financial measure not calculated in accordance with generally accepted accounting principles ("GAAP"). It is calculated as capital expenditures, net of flight equipment purchase deposit returns, plus property and equipment acquired through the issuance of debt, finance leases and other financial liabilities.
It is calculated as capital expenditures, net of flight equipment purchase deposit returns, plus property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities and operating leases converted to finance leases.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected delays. The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions.
See Item 2. Properties in Part I of this report and Note 12 to the financial statements included in Part II, Item 8 of this report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected delays.
The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the years ended December 31 (in millions, except percentage changes): 2024 2023 Increase (Decrease) % Change Interest expense $ (1,629) $ (1,956) $ (327) (16.7) Interest income 726 827 (101) (12.2) Interest capitalized 227 182 45 24.7 Unrealized gains (losses) on investments, net (199) 27 (226) NM Miscellaneous, net (53) 96 (149) NM Total nonoperating expense, net $ (928) $ (824) $ 104 12.6 Interest expense decreased $327 million, or 16.7%, in 2024 as compared to 2023, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization combined with lower interest rates on refinanced debt.
The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the years ended December 31 (in millions, except percentage changes): 2025 2024 Increase (Decrease) % Change Interest expense $ (1,373) $ (1,629) $ (256) (15.7) Interest income 611 726 (115) (15.9) Interest capitalized 206 227 (21) (9.3) Unrealized gains (losses) on investments, net 4 (199) 203 NM Miscellaneous, net 144 (53) 197 NM Total nonoperating expense, net $ (408) $ (928) $ (520) (56.1) Interest expense decreased $256 million, or 15.7%, in 2025 as compared to 2024, 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 capitalized increased $45 million in 2024 as compared to 2023, primarily due to an increase in accumulated spend on capital projects. Unrealized losses on investments, net was $199 million in 2024 as compared to $27 million in unrealized gains, net in 2023, primarily due to the change in the market value of the Company's investments in equity securities.
Unrealized gains (losses) on investments, net was $4 million in unrealized gains, net in 2025 as compared to $199 million in unrealized losses, net in 2024, primarily due to the change in the fair value of the Company's investments in equity securities.
As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations. 47 Table of Contents
For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations. 49 Table of Contents
Miscellaneous, net changed by $149 million in 2024 as compared to 2023, primarily due to debt extinguishment and modification fees related to debt prepayments and refinancing, higher foreign exchange losses and a decrease in the benefit from the Company's net periodic benefit cost of its pension and postretirement benefit plans.
Miscellaneous, net changed by $197 million in 2025 as compared to 2024, primarily due to $128 million of debt extinguishment and modification fees in the year-ago period as compared to $20 million in 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.
See Note 10 and Note 11 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing. Share Repurchases.
See Note 10 and Note 11 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing. Share Repurchases. On October 15, 2024, the Company's Board authorized a new share repurchase program, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock.
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.
Ultimately our people provide customers with the service they expect. 38 Table of Contents Economic and Market Factors We 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.
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.
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.
As of December 31, 2024, the Company had $14.5 billion in unrestricted cash, cash equivalents and short-term investments as compared to approximately $14.4 billion as of December 31, 2023.
Liquidity and Capital Resources We deploy a disciplined and balanced approach to capital allocation, including returns to stockholders through potential share repurchases. As of December 31, 2025, the Company had $12.2 billion in unrestricted cash, cash equivalents and short-term investments as compared to approximately $14.5 billion as of December 31, 2024.
Other operating expenses increased $1.0 billion, or 12.3%, in 2024 as compared to 2023, primarily due to increased flight activity and onboard passengers, as well as the impacts of inflationary pressures. Other operating expenses include expenditures related to information technology projects and services, food and beverage offerings, passenger services, personnel-related costs and ground handling. Nonoperating Income (Expense).
Other operating expenses increased $866 million, or 9.6%, in 2025 as compared to 2024, 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. 41 Table of Contents Nonoperating Income (Expense).
Salaries and related costs increased $1.9 billion, or 12.8%, in 2024 as compared to 2023, primarily due to annual wage rate increases across certain employee groups and a nearly 4% increase in headcount largely due to increased flight activity.
Salaries and related costs increased $969 million, or 5.8%, in 2025 as compared to 2024, primarily due to increased pay as a result of the increase in flight activity, an increase in headcount of approximately 5.5%, and an increase in pay rates and benefits for eligible employee groups.
We also regularly evaluate our liquidity and capital structure to efficiently manage financial risks, liquidity access and cost of capital.
We also regularly evaluate our liquidity and capital structure to efficiently manage financial risks, liquidity access and cost of capital. The Company has a $3.0 billion revolving credit facility as of December 31, 2025. The revolving credit facility is secured by certain route authorities and airport slots and gates.
Aircraft maintenance materials and outside repairs increased $327 million, or 12.0%, in 2024 as compared to 2023, primarily due to increased volumes of engine overhauls, airframe maintenance, materials use and component repair costs mainly as a result of increased flight activity and fleet growth. 40 Table of Contents Depreciation and amortization expense increased $257 million, or 9.6%, in 2024 as compared to 2023, primarily due to the induction of new aircraft and related spare parts, as well as certain aircraft improvements.
Aircraft maintenance materials and outside repairs costs increased $231 million, or 7.5%, in 2025 as compared to 2024, primarily due to higher volumes of engine overhauls and component part repairs as well as increased cost of materials due to increased flight activity.
See Note 10 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing and other debt instruments. For 2025, the Company expects less than $7.0 billion of adjusted capital expenditures, in light of certain aircraft delivery delays.
See Note 10 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing and other debt instruments. On February 2, 2026, UAL issued, in a public offering, $1,000,000,000 principal amount of its 5.375% Senior Notes due 2031 (the "2031 Notes"), which are guaranteed by United.
These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards. Co-Brand Agreement .
As discussed in Note 2 to the financial statements included in Part II, Item 8 of this report, MileagePlus members earn miles through various travel and non-travel activities and those miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards. Co-Brand Agreement .
Capital expenditures primarily consisted of the purchase of aircraft, aircraft improvements and advance deposits for future aircraft purchases. Financing Activities. Significant financing events in 2024 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments .
Significant financing events in 2025 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments . During 2025, the Company made payments for debt, finance leases, and other financial liabilities of $4.8 billion, including the $1.52 billion prepayment of the outstanding principal balance of its MileagePlus senior secured notes. Debt Issuances.
Removed
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.
Added
Distribution expenses decreased $122 million, or 5.5%, in 2025 as compared to 2024, 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.
Removed
Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous and expensive.
Added
Aircraft rent increased $59 million, or 30.4%, in 2025 as compared to 2024, primarily due to an increase in new aircraft leases compared to the prior year. For details on the Company's Special Charges, see Note 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Removed
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.
Added
No borrowings were outstanding under the revolving credit facility as of December 31, 2025.
Removed
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.
Added
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.
Removed
Cargo revenue increased $248 million, or 16.6%, in 2024 as compared to 2023, primarily due to higher tonnage, partially offset by lower yields.
Added
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.
Removed
Distribution expenses increased $254 million, or 12.8%, in 2024 as compared to 2023, primarily due to higher credit card fees, travel agency commissions and global distribution fees driven by the overall increase in passenger revenue.
Added
The 2031 Notes, issued at a price of 100% of their principal amount, bear interest at a rate of 5.375% per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2031.
Removed
Also, starting in the fourth quarter of 2023, the Company reclassified certain commissions from contra-revenue to distribution expense as an immaterial reclassification correction, which increased distribution expense by $187 million compared to the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table summarizes information related to the Company's interest rate market risk at December 31, 2024 (in millions): Variable rate debt Carrying value of variable rate debt $ 8,420 Impact of 100 basis point increase on projected interest expense for the following year 64 Fixed rate debt Carrying value of fixed rate debt 16,233 Fair value of fixed rate debt 15,930 Impact of 100 basis point increase in market rates on fair value (449) The Company has $8.5 billion in variable rate debt which includes increased cost provisions due to any reduced returns with respect to the loans due to any change in capital requirements or increased costs that the lenders incur in carrying these loans as a result of any change in law and $5.3 billion of these loans, from non-U.S. entities, could be affected by changes in tax laws.
Biggest changeThe following table summarizes information related to the Company's interest rate market risk at December 31, 2025 (in millions): Variable rate debt Carrying value of variable rate debt $ 8,528 Impact of 100 basis point increase on projected interest expense for the following year 63 Fixed rate debt Carrying value of fixed rate debt 12,737 Fair value of fixed rate debt 12,734 Impact of 100 basis point increase in market rates on fair value (342) The Company has $8.6 billion in variable rate debt which includes increased cost provisions due to any reduced returns with respect to the loans due to any change in capital requirements or increased costs that the lenders incur in carrying these loans as a result of any change in law and $5.4 billion of these loans, from non-U.S. entities, could be affected by changes in tax laws.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our cost of capital.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk resulting from changes in foreign currency exchange rates and interest rates. These risks, along with other business risks, impact our cost of capital.
The Company's current strategy is to not enter into transactions to hedge fuel price volatility, although the Company regularly reviews its policy based on market conditions and other factors. A one-dollar change in the price of a barrel of aircraft fuel would change the Company's 2025 projected fuel expense by approximately $112 million. Foreign Currency.
The Company's current strategy is to not enter into transactions to hedge fuel price volatility, although the Company regularly reviews its policy based on market conditions and other factors. A one-dollar change in the price of a barrel of aircraft fuel would change the Company's 2026 projected fuel expense by approximately $116 million. Foreign Currency.
A change in market interest rates would also impact interest income earned on our cash, cash equivalents and short-term investments. Assuming our cash, cash equivalents and short-term investments remain at their average 2024 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately $144 million during 2025.
A change in market interest rates would also impact interest income earned on our cash, cash equivalents and short-term investments. Assuming our cash, cash equivalents and short-term investments remain at their average 2025 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately $140 million during 2026.
The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, 2024 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately $14 million for the year ending December 31, 2025.
The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, 2025 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately $12 million for the year ending December 31, 2026.
This sensitivity analysis was prepared based upon projected 2025 foreign currency-denominated revenues and expenses as of December 31, 2024. 48 Table of Contents
This sensitivity analysis was prepared based upon projected 2026 foreign currency-denominated revenues and expenses as of December 31, 2025. 50 Table of Contents

Other UAL 10-K year-over-year comparisons