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8-Kfalse4/15/2500001005170000319687☐☐☐☐Common Stock, $0.01 par valueUALThe Nasdaq Stock Market LLC☐00001005172025-04-152025-04-150000100517ual:UnitedAirLinesIncMember2025-04-152025-04-150000100517us-gaap:CommonStockMember2025-04-152025-04-150000100517us-gaap:WarrantMember2025-04-152025-04-15



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2025

UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)
Delaware   001-06033   36-2675207
Delaware   001-10323   74-2099724
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)     Identification Number)
233 S. Wacker Drive, Chicago, IL   60606
233 S. Wacker Drive, Chicago, IL   60606
(Address of principal executive offices)   (Zip Code)
(872) 825-4000
(872) 825-4000
Registrant's telephone number, including area code 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Registrant Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
United Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market LLC
United Airlines Holdings, Inc. Preferred Stock Purchase Rights None The Nasdaq Stock Market LLC
United Airlines, Inc. None None None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging  growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02 Results of Operations and Financial Condition.
On April 15, 2025, United Airlines Holdings, Inc. ("UAL"), the holding company whose subsidiary is United Airlines, Inc. ("United," and together with UAL, the "Company"), issued a press release (the "Earnings Press Release") announcing the financial results of the Company for the first quarter of 2025. A copy of the Earnings Press Release is furnished pursuant to this Item 2.02 as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein in its entirety.
Item 7.01 Regulation FD Disclosure.
On April 15, 2025, the Company posted on its investor relations website at ir.united.com an investor update (the "Investor Update") providing additional information on the Company's business outlook (including certain financial and operational guidance). A copy of the Investor Update is furnished pursuant to this Item 7.01 as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein in its entirety. The Investor Update should be read in conjunction with the Earnings Press Release. The Company reserves the right to discontinue availability of the Investor Update from its website at any time.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by the Company under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. Additionally, the submission of the information set forth in this Item 7.01 is not deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

1




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
By: /s/ Michael Leskinen
Name:
Michael Leskinen
Title:
Executive Vice President and Chief Financial Officer


Date: April 15, 2025




































2
EX-99.1 2 ual_03312025erex991.htm EX-99.1 Document
Exhibit 99.1
News Release

United Airlines
Worldwide Media Relations
872.825.8640
media.relations@united.com
unitedstarv24pvrgbra04.jpg
United Airlines Reports Best First-Quarter Financial Performance in Five Years Despite Challenging Macroeconomic Environment

Q1 pre-tax margin up 4.9 points year-over-year, ahead of Wall Street consensus; up 3.6 points on an adjusted basis1

Q1 pre-tax margin expected to lead the industry as United continues to attract more brand-loyal customers, improve the customer experience and demonstrate the resiliency of the business

Year-to-date2 repurchased $451 million of shares

United expects resilient earnings in Q2 and full-year 20253 despite uncertain macroeconomic environment and is removing 4 points of scheduled domestic capacity starting in the third quarter 2025

Generated operating cash flow of $3.7 billion in the first quarter and over $10 billion in the last 12 months; Over $2 billion of free cash flow4 in the first quarter and over $5 billion in the last 12 months

Delivered best first-quarter operational performance since 2021

CHICAGO, April 15, 2025 – United Airlines (UAL) today reported its best first-quarter financial results in the past five years, despite a challenging macroeconomic environment.
United reported a first-quarter profit, with record revenue of $13.2 billion, and total revenue per available seat mile (TRASM) growth of 0.5% year-over-year. The company had first quarter pre-tax earnings of $478 million, with a pre-tax margin of 3.6%; and adjusted pre-tax earnings1 of $391 million, with an adjusted pre-tax margin1 of 3.0%. The company also achieved diluted earnings per share of $1.16 and adjusted diluted earnings per share1 of $0.91, within the guidance range provided at the start of the quarter.
United continued to build brand loyalty in the first quarter and saw strong growth across its diversified revenue streams. Premium cabin revenue rose 9.2%, business revenue was up 7.4% and revenue from Basic Economy was up 7.6% year-over-year. International travel remained strong, with Atlantic RASM up 4.7% and Pacific RASM up 8.5% year-over-year. Other revenue streams such as cargo and loyalty remained resilient and were up 9.7% and 9.4% year-over-year, respectively. Forward bookings over the last two weeks have remained stable, with premium cabins up 17% and international up 5% year-over-year.
1 For additional information about the non-GAAP financial measures used in this press release, see "Non-GAAP Financial Information" below.
2 Shares repurchased through April 10, 2025.
3 For additional information about United’s adjusted diluted earnings per share guidance, please refer to the Investor Update issued in connection with this quarterly earnings announcement.
4 Effective January 1, 2025, we define free cash flow as the sum of net cash from operating activities and net cash from investing activities, adjusted for the net change in short-term investments and the net change in restricted cash. For additional information about the non-GAAP financial measures used in this press release, including free cash flow, see "Non-GAAP Financial Information" below.


United Airlines Announces First-Quarter 2025 Results
United believes our proven ability to win brand-loyal customers is a competitive advantage and will make United resilient in any economic environment. In response to the current demand environment, United is removing 4 percentage points of scheduled domestic capacity starting in the third quarter of 2025. United is also continuing to make prudent adjustments to the utilization rate of its fleet, including ongoing reductions in off-peak flying on lower demand days. The airline expects to continue this approach into the fourth quarter of 2025. Additionally, as previously announced, United will retire 21 aircraft earlier than previously planned.
“Our strategy coming out of the COVID pandemic was simple: Build the best airline in the world to attract brand-loyal customers. The people of United Airlines have executed and built that airline," said United CEO Scott Kirby. “United Next is on track and we will continue to execute our multiyear plan that has allowed United to thrive in any demand environment. It has given us industry-leading margins in the good times and we expect to expand our lead further in challenging economic times. Our ability to win brand-loyal customers and the resiliency of our business is a competitive advantage, and we are accelerating our investments in our product, service, technology and experience to further expand that lead.”
Ongoing investments include the six additional gates at Chicago O’Hare expected to be awarded to United this fall based on a preliminary assessment by the Chicago Department of Aviation, due to United's continued growth and commitment to Chicago and O'Hare. The airline is also expanding at San Francisco and plans to have the fastest WiFi in the sky with Starlink installed on its entire United Express fleet by the end of this year. Customers will also continue to benefit from our technology investments such as new, more detailed connection information in the United app to help customers make their connection, and Spanish translations that led to increased digital check-ins for international travel.
United’s operation started 2025 stronger than any previous year since 2021. In the first quarter the airline flew the largest schedule by available seat miles in its history, carrying a record of over 450,000 customers per day on average. United achieved the best on-time arrival and departure rate for a first quarter since 2021 and cut its seat cancellation rate in half compared to the first quarter of 2024. Running a safe, reliable operation continues to be United's top priority.

2

United Airlines Reports First-Quarter 2025 Results
First-Quarter Financial Results
•Capacity up 4.9% compared to first-quarter 2024.
•Total operating revenue of $13.2 billion, up 5.4% compared to first-quarter 2024.
•TRASM up 0.5% compared to first-quarter 2024.
•CASM down 3.4%, and CASM-ex1 up 0.3%, compared to first-quarter 2024.
•Pre-tax earnings of $0.5 billion, with a pre-tax margin of 3.6%; adjusted pre-tax earnings1 of $0.4 billion, with an adjusted pre-tax margin1 of 3.0%.
•Net income of $0.4 billion; adjusted net income1 of $0.3 billion.
•Diluted earnings per share of $1.16; adjusted diluted earnings per share1 of $0.91.
•Average fuel price per gallon of $2.53.
•Generated $3.7 billion of operating cash flow.
•Generated $2.3 billion of free cash flow4.
•Ending available liquidity5 of $18.3 billion.
•Total debt, finance lease obligations and other financial liabilities of $27.7 billion at quarter end.
•Net leverage6 of 2.0x.
•Year-to-date repurchased approximately $451 million of shares2.
Key Highlights
•Announced updates and enhanced benefits to the United Family of Cards from Chase, with $800 to $2,000 in total annual value for cardholders, and welcome bonus mile offers for new cardholders.
•Received FAA certification for Starlink WiFi, with fast, reliable and free WiFi for MileagePlus members expected onboard certain commercial flights as early as May.
•Achieved our highest customer satisfaction scores for a first quarter, an increase of 10% year over year, recording our highest ever ratings for pilot communication, inflight entertainment and check-in experience based on the Net Promoter Score customer satisfaction scale.
•United operated its largest first quarter schedule by available seat miles in its history, carrying a record of over 450,000 customers per day on average, including nearly 90,000 on average in United’s industry-leading international network.
•United Airlines Ventures (UAV), United’s corporate venture capital unit that invests in start-ups developing innovative technologies for scaling sustainable aviation fuel and advancing the aviation industry, announced an investment by the UAV Sustainable Flight Fund in direct carbon capture startup Heirloom.
•Named to Fortune’s list for Most Admired Companies for the fourth consecutive year.


5 Includes cash, cash equivalents, short-term investments and undrawn credit facilities.
6 Effective January 1, 2025, we define Adjusted EBITDAR, which is included in the calculation of net leverage on a trailing twelve month basis, to include an additional adjustment for the fixed portion of operating lease expense, instead of solely aircraft rent as was the case historically. For additional information about the non-GAAP financial measures used in this press release, including net leverage and Adjusted EBITDAR, see "Non-GAAP Financial Information" below.
3

United Airlines Reports First-Quarter 2025 Results
Customer Experience
•Customers continue to adopt self-service tools for a more seamless travel experience, with digital check-in reaching a record high of 85% in the first quarter and kiosk check-in dropping to a record low rate of 8%.
•Saw increased engagement with the United app as 83% of customers used it for day-of travel needs in the first quarter, a 5% increase year-over-year, driven by in-app enhancements like Spanish translation and new, improved connection information in the Travel Mode feature for quick access to key trip details.
•Returned guest favorite Daelmans Stroopwafel for domestic snacks for flights over 300 miles, introduced a revamped meal service to long-haul Hawaii flights for all cabins, including themed entrees, and added hot meals for economy guests and sundae carts featuring Tillamook ice cream and other desserts for first class passengers.
•Uncorked the exclusive United Polaris® wine collaboration with Laurent-Perrier, becoming the only North American airline to serve Laurent-Perrier’s La Cuvée, and introduced three new canned cocktails from Chicago-based Crafthouse Cocktails on domestic flights, in collaboration with James Beard Award-winning mixologist, Charles Joly.
•Named by USA Today to America’s Best Customer Service 2025, and MileagePlus® was named to Newsweek’s list of America’s Best Loyalty Programs for 2025.
•Introduced inflight entertainment enhancements such as a Control Tower feature, allowing customers a unique view of an airport’s airfield map.

Operations
•Achieved the Company's best on-time departure and arrival for a first quarter since 2021, and ranked first in on-time departures at United’s hubs in San Francisco, Los Angeles and Washington D.C. among airlines with comparable operations at those airports.
•Recorded the second lowest seat cancel rate for a first quarter in company history, at half the rate of the year-ago period.
•United Express more than doubled its record of 100% completion days in the first quarter, at 21 days.
•Opened a state-of-the-art Tech Ops Training Facility at the airline’s Houston hub and broke ground on a $315 million Tech Ops complex in Orlando in collaboration with the Greater Orlando Aviation Authority.
•Set company records for on-time performance and completion at line stations with at least 10 flights per day.
Network
•In the first quarter, United took delivery of its 1,000th mainline jet, enabling continued expansion of its premium offerings with 69,000 average daily premium seats flown across the system in the quarter, an increase of 7% year-over-year.
4

United Airlines Reports First-Quarter 2025 Results
•Re-started service to Tel Aviv, Israel from New York/Newark, with twice daily service, more service than any other U.S. airline currently provides.
•United expanded its service to warm-weather, customer-favorite destinations, flying its largest ever first-quarter schedules to the Caribbean, Latin America and Africa, additionally operating its largest first-quarter schedule to domestic sun destinations at over 11 million seats.
•Launched its first-ever nonstop flight between New York/Newark and Dominica in February.
•Added or upgauged 210 flights to help customers reach major special events like college and professional football championships and Mardi Gras.
Employees and Communities
•More than 850 employees volunteered more than 6,900 hours at non-profit organizations supporting local communities around the world in the first quarter, with United’s business resource groups hosting over 30 events in honor of MLK Day of Service and other volunteerism efforts in the quarter.
•As a partner of Airlink, United transported over 8,000 pounds of cargo to Los Angeles to aid those affected by the fires, additionally donating close to 15 million miles and nearly $400,000 for disaster relief with the support of United customers.
•United was recognized as a top employer, being named as one of Forbes’ Best Large Employers in 2025 and one of the Best Workplaces for Black Americans and Women by Newsweek.
•Chief Operations Officer Toby Enqvist was elected to the Special Olympics International Board of Directors in April. He will build on the partnership United launched in 2017 that created the industry-leading Special Olympics Service Ambassador program, enabling Special Olympics Athlete Leaders to use their talents and develop their skills by helping United customers in airports.
•Hosted career day events for high schoolers at Houston and Newark hubs in collaboration with the Houston Texans and New York Giants to educate students on future careers in aviation.




5

United Airlines Reports First-Quarter 2025 Results
Earnings Call
UAL will hold a conference call to discuss first-quarter 2025 financial results, as well as its financial and operational outlook for the second-quarter 2025 and beyond, on Wednesday, April 16, 2025 at 9:30 a.m. CST/10:30 a.m. EST. A live, listen-only webcast of the conference call will be available at ir.united.com. The webcast will be available for replay within 24 hours of the conference call and then archived on the website.
Outlook
This press release should be read in conjunction with the company's Investor Update issued in connection with this quarterly earnings announcement, which provides additional information on the company's business outlook (including certain financial and operational guidance) and is furnished with this press release to the U.S. Securities and Exchange Commission on a Current Report on Form 8-K. The Investor Update is also available at ir.united.com. Management will also discuss certain business outlook items, including providing certain second quarter and full year 2025 financial targets, during the quarterly earnings conference call.

The company's business outlook is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

About United
At United, Good Leads The Way. With hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C., United operates the most comprehensive global route network among North American carriers, and is now the largest airline in the world. For more about how to join the United team, please visit www.united.com/careers and more information about the company is at www.united.com. United Airlines Holdings, Inc., the parent company of United Airlines, Inc., is traded on the Nasdaq under the symbol "UAL".

Website Information
We routinely post important news and information regarding United on our corporate website, www.united.com, and our investor relations website, ir.united.com. We use our investor relations website as a primary channel for disclosing key information to our investors, including the timing of future investor conferences and earnings calls, press releases and other information about financial performance (including financial guidance), reports filed or furnished with the U.S. Securities and Exchange Commission, information on corporate governance and details related to our annual meeting of shareholders. We may use our investor relations website as a means of disclosing material, non-public information (including financial guidance) and for complying with our disclosure obligations under Regulation FD. We encourage investors, the media and others interested in the company to visit this website from time to time, as information is updated and new information is posted. We may also use social media channels to communicate with our investors and the public about our company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website or social media channels are not incorporated by reference into, and are not a part of, this document.



Cautionary Statement Regarding Forward-Looking Statements:
This press release and the related attachments and Investor Update (as well as the oral statements made with respect to information contained in this release and the attachments) contain certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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. 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. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," "on track", "path" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.

6

United Airlines Reports First-Quarter 2025 Results
Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this release are based upon information available to us on the date of this release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.

Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our fleet and network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into aircraft orders on less favorable terms, as well as any inability to accept or integrate new aircraft into our fleet as planned, including as a result of any mandatory groundings of aircraft; any failure to effectively manage, and receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; adverse publicity, increased regulatory scrutiny, harm to our brand, reduced travel demand, potential tort liability and operational restrictions as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business arrangements or other consolidations; 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 shares of common stock and certain warrants exercisable for common stock; and other risks and uncertainties set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission.

Non-GAAP Financial Information:
In discussing financial results and guidance, the company refers to financial measures that are not in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). The non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP and are presented because management believes that they supplement or enhance management's, analysts' and investors' overall understanding of the company's underlying financial performance and trends and facilitate comparisons among current, past and future periods. Non-GAAP financial measures typically have exclusions or adjustments that include one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded because the company believes they neither relate to the ordinary course of the company's business nor reflect the company's underlying business performance.
7

United Airlines Reports First-Quarter 2025 Results

Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The company does not provide a reconciliation of forward-looking measures where the company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items contained in the GAAP measures without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the company's control or cannot be reasonably predicted. For the same reasons, the company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

Please refer to the tables accompanying this release for a description of the non-GAAP adjustments and reconciliations of the historical non-GAAP financial measures used to the most comparable GAAP financial measure and related disclosures.


Change in Presentation:
In the first quarter of 2025, the Company changed its rounding presentation to the nearest whole number in millions of reported amounts, except per share data or as otherwise designated. As such, certain columns and rows within the financial statements and tables presented may not sum due to rounding. Per unit amounts have been calculated from the underlying whole-dollar amounts. This change is not material and does not impact the comparability of our condensed consolidated financial statements.


-tables attached-

8

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
  Three Months Ended March 31, %
Increase/
(Decrease)
(In millions, except for percentage changes and per share data) 2025 2024
Operating revenue:
Passenger revenue $ 11,860  $ 11,313  4.8 
Cargo revenue 429  391  9.7 
Other operating revenue 923  835  10.5 
Total operating revenue 13,213  12,539  5.4 
Operating expense:
Salaries and related costs 4,155  3,932  5.7 
Aircraft fuel 2,701  2,954  (8.6)
Landing fees and other rent 873  804  8.6 
Aircraft maintenance materials and outside repairs 731  773  (5.4)
Depreciation and amortization 727  708  2.7 
Regional capacity purchase 650  585  11.1 
Distribution expenses 496  480  3.3 
Aircraft rent 51  43  18.6 
Special charges (credits) (108) 13  NM
Other operating expenses 2,326  2,148  8.3 
Total operating expense 12,605  12,440  1.3 
Operating income 607  99  NM
Nonoperating income (expense):
Interest expense (356) (454) (21.6)
Interest income 164  177  (7.3)
Interest capitalized 48  61  (21.3)
Unrealized losses on investments, net (21) (37) (43.2)
Miscellaneous, net 36  (10) NM
Total nonoperating expense, net (129) (263) (51.0)
Income (loss) before income taxes 478  (164) NM
 
Income tax expense (benefit) 91  (40) NM
Net income (loss) $ 387  $ (124) NM
Earnings (loss) per share, diluted $ 1.16  $ (0.38) NM
Diluted weighted average shares 333.0    328.3  1.4 
NM-Greater than 100% change or otherwise not meaningful.
 
9

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
PASSENGER REVENUE INFORMATION AND STATISTICS (UNAUDITED)

Information is as follows (in millions, except for percentage changes):
1Q 2025
Passenger
Revenue
Passenger
Revenue
vs.
1Q 2024
Passenger Revenue per Available Seat Mile ("PRASM") vs. 1Q 2024 Yield vs. 1Q 2024 Available
Seat Miles ("ASMs")
vs.
1Q 2024
1Q 2025 ASMs 1Q 2025 Revenue Passenger Miles ("RPMs")
Domestic $ 7,182  3.8% (3.9%) 0.2% 8.0% 41,810  33,557 
 
Europe 1,476  4.8% 4.5% 5.4% 0.2% 10,184  7,433 
Middle East/India/Africa 260  (4.4%) 5.1% 6.4% (9.0%) 1,843  1,484 
Atlantic 1,736  3.3% 4.7% 5.8% (1.3%) 12,027  8,917 
Pacific 1,511  8.9% 8.5% (0.4)% 0.4% 11,901  9,159 
Latin America 1,431  7.7% 1.9% 2.9% 5.7% 9,418  7,883 
International 4,678  6.4% 5.2% 2.6% 1.2% 33,346  25,959 
Consolidated $ 11,860  4.8% (0.1%) 1.2% 4.9% 75,155  59,517 
 
Select operating statistics are as follows:
  Three Months Ended March 31, %
Increase/
(Decrease)
2025 2024
Passengers (thousands) (a) 40,806  39,325  3.8 
RPMs (millions) (b) 59,517  57,427  3.6 
ASMs (millions) (c) 75,155  71,668  4.9 
Passenger load factor: (d)
Consolidated 79.2  % 80.1  %   (0.9) pts.
Domestic 80.3  % 83.7  % (3.4) pts.
International 77.8  % 76.0  % 1.8  pts.
PRASM (cents) 15.78  15.79  (0.1)
Total revenue per available seat mile ("TRASM") (cents) 17.58  17.50  0.5 
Average yield per RPM (cents) (e) 19.93  19.70  1.2 
Cargo revenue ton miles (millions) (f) 889  852  4.3 
Aircraft in fleet at end of period 1,442  1,366  5.6 
Average stage length (miles) (g) 1,454  1,481  (1.8)
Employee headcount, as of March 31 (thousands) 109.2  104.5  4.5 
Cost per ASM ("CASM") (cents) 16.77  17.36  (3.4)
CASM-ex (cents) (h) 13.17  13.13  0.3 
Average aircraft fuel price per gallon $ 2.53  $ 2.88  (12.2)
Fuel gallons consumed (millions) 1,067  1,025  4.1 
(a) The number of revenue passengers measured by each flight segment flown.
(b) The number of scheduled miles flown by revenue passengers.
(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d) RPMs divided by ASMs.
(e) The average passenger revenue received for each RPM flown.
(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
(g) Average distance a flight travels weighted for size of aircraft.
(h) CASM-ex is CASM less the impact of fuel expense, profit sharing, special charges and third-party business expenses. See NON-GAAP FINANCIAL INFORMATION for a reconciliation of CASM-ex to CASM, the most comparable GAAP measure.
10

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
1 NON-GAAP FINANCIAL INFORMATION
UAL evaluates its financial performance utilizing various accounting principles generally accepted in the United States of America (GAAP) and non-GAAP financial measures. The non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP and are presented because management believes that they supplement or enhance management's, analysts' and investors' overall understanding of the company's underlying financial performance and trends and facilitate comparisons among current, past and future periods.
Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
The information below provides an explanation of certain adjustments reflected in the non-GAAP financial measures and shows a reconciliation of non-GAAP financial measures reported in this press release to the most directly comparable GAAP financial measures. Within the financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Percentages, ratios and earnings per share amounts presented are calculated from the underlying amounts.
CASM-ex: CASM is a common metric used in the airline industry to measure an airline's cost structure and efficiency. UAL reports CASM excluding special charges, third-party business expenses, fuel expense, and profit sharing. UAL believes that adjusting for special charges is useful to investors because those items are not indicative of UAL's ongoing performance. UAL also believes that excluding third-party business expenses, such as maintenance, flight academy, ground handling and catering services for third parties, provides more meaningful disclosure because these expenses are not directly related to UAL's core business. UAL also believes that excluding fuel expense from certain measures is useful to investors because it provides an additional measure of management's performance excluding the effects of a significant cost item over which management has limited influence. UAL excludes profit sharing because it believes that this exclusion allows investors to better understand and analyze UAL's operating cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.
Adjusted EBITDA and Adjusted EBITDAR: We calculate Adjusted EBITDA by adding interest, taxes, depreciation and amortization to net income and adjusting for special charges, nonoperating unrealized (gains) losses on investments, net and nonoperating debt extinguishment and modification fees. UAL believes that adjusting for these items is useful to investors because they are not indicative of UAL's ongoing performance. Effective January 1, 2025, Adjusted EBITDA is further adjusted by the fixed portion of operating lease expense, instead of solely aircraft rent as was the case historically, to calculate Adjusted EBITDAR. We believe this change provides investors with enhanced comparability to peers and better reflects our performance. The change in EBITDAR calculation methodology does not represent a change in management's expectations. Prior period amounts have been recast to conform to the current period presentation.
Adjusted Capital Expenditures: UAL believes that adjusting capital expenditures for assets acquired through the issuance or modification of debt, finance leases and other financial liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures.
Free Cash Flow: Effective January 1, 2025, we define free cash flow as the sum of net cash from operating activities and net cash from investing activities, adjusted for the net change in short-term investments and the net change in restricted cash. We believe adjusting for short-term investments and restricted cash activity provides investors a better understanding of the company's free cash flow generated by our core operations. The change in free cash flow calculation methodology does not represent a change in management's expectations. We believe this change provides investors with enhanced comparability to peers and better reflects our performance. Prior period amounts have been recast to conform to the current period presentation.
Adjusted Total Debt and Adjusted Net Debt: Adjusted total debt is a non-GAAP financial measure that includes current and long-term debt, finance lease obligations and other financial liabilities, current and noncurrent operating lease obligations and noncurrent pension and postretirement obligations. Adjusted net debt is adjusted total debt minus cash, cash equivalents and short-term investments. UAL provides adjusted total debt and adjusted net debt because we believe these measures provide useful supplemental information for assessing the company's debt and debt-like obligation profile.
Net Leverage: Net leverage is a non-GAAP financial measure that is equal to adjusted net debt divided by trailing twelve month Adjusted EBITDAR. UAL provides net leverage because we believe it provides useful supplemental information for assessing the company's debt level. See the above descriptions of Adjusted Net Debt and Adjusted EBITDAR.

  Three Months Ended March 31, %
Increase/
(Decrease)
CASM-ex (in cents, except for percentage changes)
2025 2024
CASM (GAAP) 16.77  17.36  (3.4)
Fuel expense 3.59  4.13  (13.1)
Profit sharing 0.06  —  NM
Third-party business expenses 0.09  0.08  12.5 
Special charges (0.14) 0.02  NM
CASM-ex (Non-GAAP)
13.17  13.13  0.3 
11

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
NON-GAAP FINANCIAL INFORMATION (Continued)
Three Months Ended March 31, Twelve Months Ended March 31,
Adjusted EBITDA and Adjusted EBITDAR (in millions)
2025 2024 2025 2024
Net income (GAAP) $ 387  $ (124) $ 3,660  $ 2,688 
Adjusted for:    
Depreciation and amortization 727  708  2,947  2,724 
Interest expense, net of capitalized interest and interest income 144  216  606  885 
Income tax expense (benefit) 91  (40) 1,150  791 
Special charges (credits) (108) 13  (8) 948 
Nonoperating unrealized (gains) losses on investments, net 21  37  183  34 
Nonoperating debt extinguishment and modification fees —  35  93  46 
Adjusted EBITDA (non-GAAP) $ 1,263    $ 845  $ 8,631  $ 8,116 
Adjusted EBITDA margin (non-GAAP) 9.6  % 6.7  % 14.9  % 14.8  %
Adjusted EBITDA (non-GAAP) $ 1,263  $ 845  $ 8,631  $ 8,116 
Fixed portion of operating lease expense 212  220  848  902 
Adjusted EBITDAR (non-GAAP) (a) $ 1,475  $ 1,065  $ 9,479  $ 9,018 
(a) The prior period has been recast to conform to current period presentation.

Three Months Ended March 31,
Adjusted Capital Expenditures (in millions)
2025 2024
Capital expenditures, net of flight equipment purchase deposit returns (GAAP) $ 1,233  $ 1,366 
Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities (1)
Adjusted capital expenditures (Non-GAAP) $ 1,232  $ 1,367 

Three Months Ended March 31, Twelve Months Ended March 31,
Free Cash Flow (in millions) (a)
2025 2024 2025 2024
Net cash provided by operating activities (GAAP) $ 3,710  $ 2,848  $ 10,307  $ 6,617 
Net cash provided by (used in) investing activities (GAAP) (1,462) 1,441  (5,554) (2,697)
Adjusted for:
Net change in short-term investments 254  (2,739) 369  (3,931)
Net change in restricted cash (190) (8) (83) 114 
Free cash flow (Non-GAAP) $ 2,312  $ 1,542  $ 5,039  $ 103 
(a) The prior period has been recast to conform to current period presentation.

  March 31,
Increase/
(Decrease)
Adjusted Total Debt, Adjusted Net Debt and Net Leverage (in millions)
2025 2024
Debt, finance lease obligations and other financial liabilities - current and noncurrent (GAAP) $ 27,663  $ 29,770  $ (2,107)
Operating lease obligations - current and noncurrent 5,262  5,074  188 
Pension and postretirement liabilities - noncurrent 1,252  1,610  (358)
Adjusted total debt (Non-GAAP) $ 34,177  $ 36,454  (2,277)
Less: Cash and cash equivalents $ 9,370  $ 8,401  969 
         Short-term investments 5,960  5,591  369 
Adjusted net debt (Non-GAAP) $ 18,847  $ 22,462  (3,615)
Net leverage (Non-GAAP) (a) 2.0 2.5 (0.5) pts.
(a) The prior period has been recast to conform to current period presentation.
12

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
NON-GAAP FINANCIAL INFORMATION (Continued)
  Three Months Ended March 31, %
Increase/
(Decrease)
(in millions, except for percentage changes and per share data) 2025 2024
Operating expenses (GAAP) $ 12,605  $ 12,440  1.3 
Special charges (credits) (108) 13  NM
Operating expenses, excluding special charges 12,713  12,427  2.3 
Adjusted to exclude:
Fuel expense 2,701  2,954  (8.6)
Profit sharing 43  NM
Third-party business expenses 68  58  17.2 
Adjusted operating expenses (Non-GAAP) $ 9,900  $ 9,412  5.2 
 
Operating income (GAAP) $ 607  $ 99  NM
Special charges (credits) (108) 13  NM
Adjusted operating income (Non-GAAP) $ 500  $ 112  NM
Operating margin 4.6  % 0.8  % 3.8 pts.
Adjusted operating margin (Non-GAAP) 3.8  % 0.9  % 2.9 pts.
Pre-tax income (loss) (GAAP) $ 478  $ (164) NM
Adjusted to exclude:
Special charges (credits) (108) 13  NM
Unrealized losses on investments, net 21  37  NM
Debt extinguishment and modification fees —  35  NM
Adjusted pre-tax income (loss) (Non-GAAP) $ 391  $ (79) NM
Pre-tax margin (GAAP) 3.6  % (1.3) % 4.9 pts.
Adjusted pre-tax margin (Non-GAAP) 3.0  % (0.6) % 3.6 pts.
 Net income (loss) (GAAP) $ 387  $ (124) NM
Adjusted to exclude:
Special charges (credits) (108) 13  NM
Unrealized losses on investments, net 21  37  NM
Debt extinguishment and modification fees —  35  NM
Income tax expense (benefit) on adjustments, net (11) NM
Adjusted net income (loss) (Non-GAAP) $ 302  $ (50) NM
 Diluted earnings (loss) per share (GAAP) $ 1.16  $ (0.38) NM
Adjusted to exclude:
Special charges (credits) (0.32) 0.04  NM
Unrealized losses on investments, net 0.06  0.11  NM
Debt extinguishment and modification fees —  0.11  NM
Income tax expense (benefit) on adjustments, net 0.01  (0.03) NM
Adjusted diluted earnings (loss) per share (Non-GAAP) $ 0.91  $ (0.15) NM

13

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions) March 31, 2025 (UNAUDITED) December 31, 2024
ASSETS
Cash and cash equivalents $ 9,370  $ 8,769 
Short-term investments 5,960  5,706 
Receivables, net 2,288  2,163 
Aircraft fuel, spare parts and supplies, net 1,601  1,572 
Prepaid expenses and other 928  673 
Total current assets 20,148  18,883 
Operating property and equipment, net 43,430  42,908 
Operating lease right-of-use assets 4,092  3,815 
Goodwill 4,527  4,527 
Intangible assets, net 2,676  2,683 
Investments in affiliates and other, net 1,239  1,267 
Total noncurrent assets 55,963  55,200 
Total assets $ 76,111  $ 74,083 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 4,694  $ 4,193 
Accrued salaries and benefits 2,394  3,289 
Advance ticket sales 10,477  7,561 
Frequent flyer deferred revenue 3,473  3,403 
Current maturities of long-term debt, finance leases, and other financial liabilities 3,265  3,453 
Current maturities of operating leases 506  467 
Other 990  948 
Total current liabilities 25,798  23,314 
Long-term debt, finance leases, and other financial liabilities 24,398  25,203 
Long-term obligations under operating leases 4,756  4,510 
Frequent flyer deferred revenue 4,118  4,038 
Pension and postretirement benefit liability 1,252  1,233 
Deferred income taxes 1,624  1,580 
Other 1,549  1,530 
Total noncurrent liabilities 37,697  38,094 
Total stockholders' equity 12,616  12,675 
Total liabilities and stockholders' equity $ 76,111  $ 74,083 
14

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

 (in millions) Three Months Ended March 31,
  2025 2024
Operating Activities:
Net cash provided by operating activities $ 3,710  $ 2,848 
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns (1,233) (1,366)
Purchases of short-term and other investments (2,246) (866)
Proceeds from sale of short-term and other investments 2,023  3,657 
Proceeds from sale of property and equipment 29  20 
Other, net (35) (4)
Net cash provided by (used in) investing activities (1,462)   1,441 
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees (3) 3,111 
Payments of long-term debt, finance leases and other financial liabilities (1,011) (5,031)
Repurchases of common stock (349) — 
Other, net (94) (18)
Net cash used in financing activities (1,457) (1,938)
Net increase in cash, cash equivalents and restricted cash 791  2,351 
Cash, cash equivalents and restricted cash at beginning of the period 8,946  6,334 
Cash, cash equivalents and restricted cash at end of the period (a) $ 9,737  $ 8,685 
Investing and Financing Activities Not Affecting Cash:
Right-of-use assets acquired or modified through operating leases 419  145 
Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities $ (1) $

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets:
Cash and cash equivalents $ 9,370  $ 8,401 
Restricted cash in Prepaid expenses and other 200  40 
Restricted cash in Investments in affiliates and other, net 167  244 
Total cash, cash equivalents and restricted cash $ 9,737  $ 8,685 
15

United Airlines Reports First-Quarter 2025 Results
UNITED AIRLINES HOLDINGS, INC.
NOTES (UNAUDITED)
 
Special charges (credits) and unrealized losses on investments, net include the following:
  Three Months Ended March 31,
(in millions) 2025 2024
Operating:
(Gains) losses on sale of assets and other special charges $ (108) $ 13 
Total operating special charges (credits) (108)   13 
Nonoperating:
Nonoperating unrealized losses on investments, net 21  37 
Nonoperating debt extinguishment and modification fees —  35 
     Total nonoperating special charges and unrealized losses on investments, net 21  72 
Total operating and nonoperating special charges (credits) and unrealized losses on investments, net (87) 85 
Income tax expense (benefit), net of valuation allowance (11)
    Total operating and nonoperating special charges (credits) and unrealized losses on investments, net of income taxes $ (85) $ 74 
Operating and nonoperating special charges (credits) and unrealized losses on investments included the following:
During 2025, the company recorded $108 million of net gains primarily related to gains on various aircraft sale-leaseback transactions.
Effective tax rate:
The company's effective tax rates were as follows:
Three Months Ended March 31,
  2025 2024
Effective tax rate 19.0  % 24.4  %
The provision for income taxes is based on the estimated annual effective tax rate, which represents a blend of federal, state and foreign taxes and includes the impact of certain nondeductible items. The decrease in the effective tax rate, in the three months ended March 31, 2025 as compared to the same period in 2024, was primarily due to an increase in the excess tax benefits related to stock-based compensation.

# # #
16
EX-99.2 3 ual_03312025erex992.htm EX-99.2 Document
Exhibit 99.2
unitedstarv24pvrgbra041a.jpg
Investor Update1 Issue Date: April 15, 2025
This Investor Update provides guidance and certain other forward-looking statements about United Airlines Holdings, Inc. (the "Company" or "UAL"). The information in this Investor Update contains the preliminary financial and operational outlook for the Company for second-quarter and full-year 2025, among other items.
The Company’s outlook is dependent on the macro environment which the Company believes is impossible to predict this year with any degree of confidence. Accordingly, two guidance benchmarks are provided below. We undertake no obligation to update this guidance as circumstances evolve.

Estimated
2Q 2025
Estimated
FY 2025:
Stable Environment
Estimated
FY 2025:
Recessionary Environment
Adjusted diluted earnings per share (“EPS”)2 $3.25 - $4.25 $11.50 - $13.50 $7.00 - $9.00
Adjusted total capital expenditures (in billions)3 - <$6.5B <$6.5B


Adjusted Diluted EPS Supplemental Information:
The Company’s guidance is based on consensus market macroeconomic expectations. However, a single consensus no longer exists, and therefore the Company’s expectation has become bimodal – either the U.S. economy will remain weaker but stable, or the U.S. may enter into a recession. The Company is therefore providing two separate guidance benchmarks based on these two different macroeconomic views:

Stable Environment Scenario: While the Company is closely monitoring bookings, as of the date of this Investor Update, booking trends have been stable. Therefore, if demand remains consistent with the weaker, but stabilized demand trends from the six weeks prior to this Investor Update, along with the current forward fuel curve, the Company continues to expect to be within the initial guidance range of $11.50 to $13.50 in adjusted diluted earnings per share.

Recessionary Environment Scenario: If the U.S. economy enters a recession, we are modeling an incremental 5 point reduction in our total operating revenue in 2Q 2025 through 4Q 2025 compared to the stable environment scenario above. With that decrease in expected revenue, along with further capacity reductions from United but assuming no further cost relief from fuel, the Company expects adjusted diluted earnings per share of $7.00 to $9.00. For modeling purposes, each incremental 5 point reduction in revenue for the rest of the year would equal approximately $4.50 in adjusted diluted earnings per share if there were no further fuel or capacity offsets.
1 The guidance provided in this Investor Update reflects our current expectations and assumptions and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under "Cautionary Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission (the “SEC”). The guidance is only effective as of the date given and should not be considered updated or affirmed unless and until we publicly announce updated or affirmed guidance.
We undertake no obligation to update our guidance. Management will also discuss certain business outlook items during its regularly scheduled quarterly earnings conference call on April 16, 2025. This Investor Update should be read in conjunction with the Company's earnings release issued in connection with this Investor Update and its filings with the SEC.
2 Adjusted diluted earnings per share is a non-GAAP financial measure that excludes operating and non-operating special charges and unrealized (gains) losses on investments, net. We are not providing a target for or a reconciliation to diluted earnings per share, the most directly comparable GAAP measure, because we are unable to predict the excluded items noted above contained in the GAAP measure without unreasonable efforts, and therefore we also are not able to determine the probable significance of such items.
3 Adjusted total capital expenditures is a non-GAAP financial measure 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. We are not providing a target for or a reconciliation to capital expenditures, net of flight equipment purchase deposit returns, the most directly comparable GAAP measure, because we are not able to predict non-cash capital expenditures without unreasonable efforts, and therefore we also are not able to determine the probable significance of such items.
1


Profit Sharing: Based on profit sharing plans in current labor agreements, the Company expects to accrue between $150 million and $205 million in the second quarter of 2025. The accrual is based on the sum of the methodology below.

•Approximately 4.0% of total adjusted pre-tax earnings up to a 6.9% adjusted pre-tax margin, plus approximately 3.6% of total adjusted pre-tax earnings above a 6.9% adjusted pre-tax margin.
•Approximately 6.0% of total adjusted pre-tax earnings up to $2.5 billion adjusted pre-tax earnings, plus approximately 11.9% of total adjusted pre-tax earnings above $2.5 billion adjusted pre-tax earnings.
•Approximately 3.4% for all adjusted pre-tax earnings above the prior year’s adjusted pre-tax earnings.

Profit sharing adjusted pre-tax earnings is calculated as GAAP pre-tax income (loss), excluding operating and non-operating special charges and unrealized (gains) losses on investments, net, profit sharing expense and share-based compensation program expense. The Company estimates that share-based compensation expense for the purposes of the profit sharing adjusted pre-tax earnings calculation will be approximately $39 million for the second quarter of 2025.


Fleet Plan: As of April 15, 2025, the Company's fleet plan was as follows:

1Q 2025 2Q 2025E 3Q 2025E YE 2025E
B777-200/300 96 96 96 96
B787-8/9/10 76 78 80 83
B767-300/400 53 53 53 53
B757-200/300 61 61 61 61
B737 MAX
209 227 233 236
B737-700/800/900 329 329 329 329
A319/A320 159 157 154 139
A321neo/XLR 35 39 48 57
Total Mainline Aircraft 1,018 1,040 1,054 1,054
50-seat (ERJ145XR, CRJ550, CRJ200) 169 178 173 173
70/76-seat (E175, E170, CRJ700) 255 255 255 255
Total Regional Aircraft 424 433 428 428

Note: Above figures correspond with current expectations for future delivery dates, which are subject to change.
2


Cautionary Statement Regarding Forward-Looking Statements
This Investor Update contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to, among other things, the Company’s anticipated financial results and guidance, profit sharing accruals and share-based compensation expense, and fleet plans. 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. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned", "on track", “path” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements. Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this Investor Update are based upon information available to the Company on the date of this Investor Update. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.
The Company’s 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; 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 shares of common stock and certain warrants exercisable for common stock; and other risks and uncertainties set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as other risks and uncertainties set forth from time to time in the reports we file with the SEC.
Non-GAAP Financial Information and Financial Guidance
The Company refers to financial measures that are not in accordance with GAAP. The non-GAAP financial measures are provided as supplemental information to the financial measures presented in this Investor Update that are calculated and presented in accordance with GAAP and are presented because management believes that they supplement or enhance management's, analysts' and investors' overall understanding of the Company's underlying financial performance and trends and facilitate comparisons among current, past and future periods. Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the Company’s filings with the SEC and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. The Company encourages investors to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The Company does not provide a reconciliation of forward-looking measures where the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items contained in the GAAP measures without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company's control or cannot be reasonably predicted.
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For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
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