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UALUnited Airlines Holdings

Industrials · Airlines · Nasdaq

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"). 10-K, Item 1

Headquarters
Chicago, IL
CEO
J. Scott Kirby
Next results
around Jan 19, 2027
Compare with peers → Embed

10-K 0000100517-26-000023 (2026-02-12) vs 10-K 0000100517-25-000046 (2025-02-27)

SectionCompared textWords nowChanged
Risk FactorsItem 1A13,365 15.3%
MD&AItem 77,394 25.8%
Legal ProceedingsItem 3475 13.3%
Accounting PoliciesItem 8, Note 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES3,190 8.1%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 293 words changed in this paragraph; it is 52% similar to last year's version.
The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, 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. For example, we perform significant aircraft during the U.S. federal government shutdown in late 2025, the FAA directed airlines, including the Company, to implement temporary schedule reductions across approximately 40 domestic airports, which required us to modify portions of our regional and engine maintenance operations at our SFO airport hub domestic mainline flying and any resulted in operational disruption or interruption at our SFO hub could have and additional costs. In addition, in the spring of 2025, challenges associated with ATC staffing, technology outages and runway construction led to a serious impact on our overall operations. We have minimal control over the operation, quality or maintenance of these services or whether our suppliers will improve or continue to provide services that are essential to our business. 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 concentrated number of the Company's transatlantic flights in response to the capacity cut by London Heathrow during the summer delays and cancellations out of 2022 and the flight disruptions experienced at our 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. These industry-wide operational challenges have had a negative impact on our business and operating results and are expected to continue. 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. hub.

Source: Item 1A, 10-K 0000100517-26-000023 vs Item 1A, 10-K 0000100517-25-000046

MD&A 199 words changed in this paragraph; it is 86% similar to last year's version.
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; 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 military conflict in the Middle East, globe, as well as any escalation of the broader economic consequences of these any conflicts beyond their current scope); 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 labor-related disruptions costs related to employee and retiree health, pension, labor or regulatory compliance costs on our operations or financial performance; any failure to attract, recruit, hire, develop or 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; 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; warrants; and other risks and uncertainties set forth under Part I, Item 1A. Risk Factors, and under "Economic and Market Factors" and "Governmental Actions" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report, as well as other risks and uncertainties set forth from time to time in the reports we file with the SEC.

Source: Item 7, 10-K 0000100517-26-000023 vs Item 7, 10-K 0000100517-25-000046

Legal Proceedings 50 words changed in this paragraph; it is 83% similar to last year's version.
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. Legal proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative or judicial proceeding and could potentially involve monetary sanctions.

Source: Item 3, 10-K 0000100517-26-000023 vs Item 3, 10-K 0000100517-25-000046

Accounting Policies 46 words changed in this paragraph; it is 69% similar to last year's version.
Income Taxes. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This ASU enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU becomes effective The Company adopted the standard beginning with our annual reporting for us on January 1, fiscal year 2025. We are assessing the impact The adoption resulted in incremental disclosures. See Note 7 of this ASU and upon adoption may be required to include certain additional report for these disclosures.

Source: Item 8, Note 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000100517-26-000023 vs Item 8, Note 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000100517-25-000046

Every change, by type

Sentences and paragraphs of UAL's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-27. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
Our MileagePlus loyalty program plays a significant role in our business, and unfavorable developments affecting the program could adversely affect our business and results of operations.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
services has in the past adversely affected—and could in the future adversely affect—our business and financial results, as well as has in the past required—and could in the future require—additional resources to rebuild our reputation that may not be successful.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
management succession planning process, our business, ability to execute our strategic operating plan and company culture may be adversely affected.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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. 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. Such activity may require the

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedRisk Factors
The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. In the recent past, United Express regional carriers have been unable to hire adequate numbers of pilots to meet their needs, resulting in a reduction in the number of flights offered, disruptions in scheduled flights, increased costs of operations, financial difficulties and other adverse effects and these circumstances may arise again and may become more severe in the future, which could cause a material adverse effect on our business. In response, the Company has been and may in the future be required to provide additional financial compensation and other support to its regional carriers or reduce its regional carrier flying, which could require the Company to fly routes at a greater cost, reduce the number of destinations the Company is able to serve or lead to negative public perceptions of the Company.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
Automated systems and technologies, including AI, may become increasingly important in our operations over time. The Company may face challenges in implementing, integrating and modifying the automated systems and technologies required to

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
being required to do so by January 2028 if a regulatory framework to implement CORSIA within the United States is established. There is a risk that insufficient CORSIA-eligible carbon offsets will be available for purchase for CORSIA compliance.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
Aircraft fuel is critical to the Company's operations and is one of our largest operating expenses. During the year ended December 31, 2024, the Company's fuel expense was approximately $11.8 billion. The timely and adequate supply of fuel to

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
The senior secured notes (the "MileagePlus Senior Secured Notes") secured by substantially all of the assets of Mileage Plus Holdings, LLC in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to make financial and operational changes to the MileagePlus program. If we were to default under the agreements governing the MileagePlus Senior Secured Notes, the noteholders' exercise of remedies could result in our loss of the MileagePlus program, which would have a material adverse effect on our business, results of operations and financial condition. As a result we may take actions to ensure that the MileagePlus Senior Secured Notes are repaid or that the noteholders' remedies under such agreements are not exercised, potentially to the detriment of our other creditors.

Read it in 10-K 2025-02-27 at sec.gov ↗

RewordedRisk Factors
The Company's reputation or brand image could be adversely impacted 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; 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, 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 them–within the anticipated timelines disclosed or at all; our stakeholders, including stakeholders—including proxy advisory services, not 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 negative or inaccurate publicity, such malicious publicity (such as posts, articles or comments on social media, on the internet or in the press. 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Applicable arrangements between the United States U.S. and foreign governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations aviation may be revised or may lead to termination of air service agreements and the availability of appropriate slots or facilities may change, which could have a material adverse impact change.Depending on the nature of any such change, the value of the Company's financial condition international route authorities and operating results and could result in the impairment of material amounts of related tangible and intangible assets. slot rights may be materially enhanced or diminished.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Applicable arrangements between the United States and foreign governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the availability of appropriate slots or facilities may change, which Any such change could have a material adverse impact on the Company's financial condition and operating results and could result in the impairment of material amounts of related tangible and intangible assets.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Therefore, if the Company is unable to acquire additional aircraft, engines or aircraft parts at acceptable prices from Boeing or Airbus, prices, or if Boeing or Airbus fails 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, 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 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
For example, due to the continuing supply chain issues and continuing production delays, the Company currently expects a reduction in deliveries from Boeing during the next couple of and Airbus have been delayed in recent years, which has caused the Company to rework its fleet plan plan, and the Company may experience further delays in the future which may impact our financial position, results of operations and cash flows.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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 (like 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 operational disruptions experienced at EWR during the summer spring of 2023), 2025), we have reconfigured our proposed flight schedule and capacity to help improve our operational performance and our customers' experience.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
An important part of the Company's strategy to expand its global network and operate an environmentally sustainable sustainable, responsible and responsible innovative 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 electric, hybrid and other new generation aircraft, and other start-ups startups developing technologies focused on decarbonizing in aerospace, next-generation air traffic control and aviation infrastructure, energy transition and its associated energy supply chains. AI-driven travel innovation.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On July 7, 2025, Mileage Plus Holdings, LLC ("MPH"), a direct wholly owned subsidiary of United, and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly owned subsidiary of MPH ("MIPA" and, together with MPH, the "Issuers"), redeemed in full (the "Redemption") all $1.52 billion aggregate principal amount of the Issuers' outstanding MileagePlus 6.5% senior secured notes due 2027 (the "MileagePlus Notes"), which were secured by substantially all of the assets of the Issuers and their subsidiaries. As a result of the Redemption and the July 2024 voluntarily prepayment in full of the $1.80 billion outstanding principal balance of the secured term loan facility, which was secured ratably with the MileagePlus Notes, all indebtedness secured by the MileagePlus assets have been fully repaid.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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. 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. UAL, at its option, may redeem the 2031 Notes at any time prior to September 1, 2030, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2031 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. At any time on or after September 1, 2030, UAL may redeem the 2031 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On February 3, 2026, the Company entered into Amendment No. 4 to Term Loan Credit and Guaranty Agreement that lowered the margin on its interest rate from 2.00% to 1.75%, in the case of Term SOFR Rate (as such term is defined in the Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended) loans, and from 1.00% to 0.75%, in the case of loans at other market rates.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
On February 6, 2026, UAL issued, in a public offering, $1,000,000,000 principal amount of its 4.875% Senior Notes due 2029 (the "2029 Notes"), which are guaranteed by United. The 2029 Notes, issued at a price of 100% of their principal amount, bear interest at a rate of 4.875% per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2029. UAL, at its option, may redeem the 2029 Notes at any time prior to December 1, 2028, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2029 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. At any time on or after December 1, 2028, UAL may redeem the 2029 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Frequent Flyer Accounting. 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
Pension plans. As discussed in Note 8 to the financial statements included in Part II, Item 8 of this report, United maintains various defined benefit pension plans for certain employees. The most critical assumptions impacting our defined benefit pension plan obligation and expenses are the weighted average discount rate and the expected long-term rate of return on the plan assets.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
As of January 1, 2026, the Company assumed that its plans' assets would generate a long-term rate of return of 8.07%. We develop our expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
The Company's weighted average discount rate to determine its benefit obligations as of December 31, 2025 was 5.62%. The Company selected the 2025 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds that would provide the necessary cash flows to match projected benefit payments.

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedMD&A
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. 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.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
2024 2023 (Gains) losses on sale of assets and other special charges $112 $135 Labor contract ratification bonuses — 814 Total special charges $112 $949

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
Passenger Revenue Recognition. As discussed in Note 2 to the financial statements, passenger revenue is recognized when transportation is provided. Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. All tickets sold at any given point in time have travel dates through the next 12 months. The Company estimates the value of Advance ticket sales that will expire unused ("ticket breakage") and recognizes revenue and any changes in estimates in proportion to the usage of the related tickets. To determine ticket breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
Frequent Flyer Accounting. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from approximately one to five years. 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.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
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

Read it in 10-K 2025-02-27 at sec.gov ↗

RewordedMD&A
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 plan; 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Miscellaneous, net changed by $149 $197 million in 2024 2025 as compared to 2023, 2024, primarily due to $128 million of debt extinguishment and modification fees related in the year-ago period as compared to debt prepayments and refinancing, higher $20 million in 2025, foreign exchange gains recorded in the current period as compared to losses in the year-ago-period and a decrease an increase in the benefit from the Company's net periodic benefit cost of its pension pensions and postretirement benefit plans.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
The 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

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Aircraft maintenance materials and outside repairs costs increased $327 $231 million, or 12.0%, 7.5%, in 2024 2025 as compared to 2023, 2024, primarily due to increased higher volumes of engine overhauls, airframe maintenance, materials use overhauls and component repair costs mainly part repairs as a result well as increased cost of materials due to increased flight activity and fleet growth. activity.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
As part of our capital deployment program, the Company announced on On October 15, 2024 that its 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 and Warrants, subject to a limit of $500 million in the aggregate through 2024. stock.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Discussions of 2022 2023 items and year-to-year comparisons between 2024 and 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 2024 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"). Report.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Interest income decreased $101 $115 million, or 12.2%, 15.9%, in 2024 2025 as compared to 2023, 2024, primarily due to lower balances in our interest rates and lower levels of cash and short-term investment portfolio, which were partially offset by higher interest rates. investments.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
During 2024, 2025, the Company made payments for debt, finance leases, and other financial liabilities of $10.1 $4.8 billion, including the $3.9 billion prepayment of its 2021 term loan, $1.8 $1.52 billion prepayment of the outstanding principal balance of its MileagePlus term loan, and a $0.4 billion prepayment of its 2024 term loan. senior secured notes.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Other operating revenue increased $315 $362 million, or 9.9%, 10.4%, in 2024 2025 as compared to 2023, 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, visitor volume and purchases of one-time United Club passes primarily due to a 5.3% increase in passengers. memberships.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Unrealized losses gains (losses) on investments, net was $199 million in 2024 as compared to $27 $4 million in unrealized gains, net in 2023, 2025 as compared to $199 million in unrealized losses, net in 2024, primarily due to the change in the market fair value of the Company's investments in equity securities.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Interest expense decreased $327 $256 million, or 16.7%, 15.7%, in 2024 2025 as compared to 2023, 2024, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization combined with lower interest rates on refinanced and a reduction in the average cost of debt.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
We account United accounts for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. obligations based on management's estimated selling price of each component.

Read it in 10-K 2026-02-12 at sec.gov ↗

Quiet changesMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

Work on UAL in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/UAL/export.csv") into a cell.