MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Management's Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.
EXECUTIVE SUMMARY
Overview
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company incorporated in Delaware and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United comprises substantially all of UAL's operating revenues, operating expenses, assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.
Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. The Company transports people and cargo through its mainline operations, which utilize jet aircraft with at least 126 seats, and regional operations, which utilize smaller aircraft that are operated under contract by United's regional carriers. The Company serves virtually every major market around the world, either directly or through participation in Star Alliance®, the world's largest airline alliance network.
Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under "Economic and Market Factors," "Governmental Actions" and "Forward-Looking Information" and in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"). The results presented in this report are not necessarily indicative of future operating results.
Economic and Market Factors
The airline industry is highly competitive, marked by significant competition with respect to routes, fares, airline capacity, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. We, like other companies in our industry, have been subject to these and other industry-specific competitive dynamics. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the execution and effect of our business strategies, including our United Next plan, especially relating to our focus on expanding market and product opportunities and the growth in the scale of our operations; the impact on the Company of significant operational challenges by third parties on which we rely; aircraft delivery delays; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; increasing maintenance expenses; changes in interest rates; changes in travel patterns; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn or macroeconomic uncertainty leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations, liquidity and financial flexibility, which are dependent on future developments, including as a result of those factors discussed in Part I, Item 1A. Risk Factors, of the 2024 Form 10-K. Our future results of operations may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends.
Governmental Actions
We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world. Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous and expensive. In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the Company's products and services and requiring changes to the Company's supply chain and its business. Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflicts in the Middle East, as well as any escalation of the broader economic consequences of any conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased Federal Aviation Administration oversight of the aircraft production process; any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through our loyalty program or the co-branded credit cards issued by our partner; the effect of trade tariffs and any potential changes to them that we are unable to mitigate; and certain rules and regulations proposed by the U.S. Department of Transportation that would impose additional costs and operational restrictions on airlines. Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied. As a result, the impact of changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.
RESULTS OF OPERATIONS
The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and six months ended June 30, 2025, as compared to the corresponding period in 2024.
Second Quarter 2025 Compared to Second Quarter 2024
The Company recorded net income of $1.0 billion for the second quarter of 2025 as compared to $1.3 billion for the second quarter of 2024. Significant components of the Company's operating results for the three months ended June 30 are as follows (in millions, except percentage changes):
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|
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2025
|
|
2024
|
|
Increase (Decrease)
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% Change
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Operating revenue
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$
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15,236
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|
$
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14,986
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$
|
250
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|
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1.7
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|
Operating expense
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|
13,911
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|
13,057
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|
854
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6.5
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Operating income
|
|
1,325
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1,929
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(604)
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(31.3)
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Nonoperating expense, net
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(77)
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(190)
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(113)
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(59.6)
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Income before income taxes
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1,248
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1,739
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(491)
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(28.2)
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Income tax expense
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275
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416
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(141)
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(33.9)
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Net income
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$
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973
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$
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1,323
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$
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(350)
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(26.4)
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Certain consolidated statistical information for the Company's operations for the three months ended June 30 is as follows:
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2025
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2024
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|
Increase (Decrease)
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% Change
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Passengers (thousands) (a)
|
46,186
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44,375
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1,811
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4.1
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Revenue passenger miles ("RPMs" or "traffic") (millions) (b)
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70,088
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67,064
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3,024
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4.5
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Available seat miles ("ASMs" or "capacity") (millions) (c)
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84,347
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79,678
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4,669
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5.9
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Passenger load factor (d)
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83.1
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%
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84.2
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%
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(1.1) pts.
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N/A
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Passenger revenue per available seat mile ("PRASM") (cents)
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16.40
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17.17
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(0.77)
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(4.5)
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Total revenue per ASM ("TRASM") (cents)
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18.06
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18.81
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(0.75)
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(4.0)
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Average yield per revenue passenger mile ("Yield") (cents) (e)
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19.74
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20.40
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(0.66)
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(3.2)
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Cargo revenue ton miles ("CTM") (millions) (f)
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885
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|
890
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(5)
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(0.6)
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Cost per ASM ("CASM") (cents)
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16.49
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16.39
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|
0.10
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0.6
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Average price per gallon of fuel, including fuel taxes
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$
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2.34
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|
$
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2.76
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|
|
$
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(0.42)
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(15.2)
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Fuel gallons consumed (millions)
|
1,188
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|
|
1,134
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|
|
54
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|
|
4.7
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Employee headcount, as of June 30
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111,300
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|
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106,000
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|
|
5,300
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|
|
5.0
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(a) The number of revenue passengers measured by each flight segment flown.
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(b) The number of scheduled miles flown by revenue passengers.
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(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
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(d) Revenue passenger miles divided by available seat miles.
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(e) The average passenger revenue received for each revenue passenger mile flown.
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(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
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Operating Revenue. The table below shows year-over-year comparisons by type of operating revenue for the three months ended June 30 (in millions, except for percentage changes):
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2025
|
|
2024
|
|
Increase (Decrease)
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% Change
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Passenger revenue
|
$
|
13,836
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|
|
$
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13,680
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|
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$
|
156
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|
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1.1
|
|
Cargo revenue
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430
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|
|
414
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|
16
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|
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3.8
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|
Other operating revenue
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970
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|
|
892
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|
|
78
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|
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8.8
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|
Total operating revenue
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$
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15,236
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|
|
$
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14,986
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|
|
$
|
250
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|
|
1.7
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|
The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes:
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Increase (Decrease) from 2024:
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Domestic
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|
Atlantic
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|
Pacific
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|
Latin
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Total
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Passenger revenue (in millions)
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$
|
(60)
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|
$
|
78
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|
$
|
121
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$
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17
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$
|
156
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|
Passenger revenue
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(0.7)
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%
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|
2.5
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%
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|
8.7
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%
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|
1.4
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%
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|
1.1
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%
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Average fare per passenger
|
(4.7)
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%
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|
(0.8)
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%
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|
(2.5)
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%
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|
(0.4)
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%
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|
(2.8)
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%
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Yield
|
(4.5)
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%
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|
(0.9)
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%
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|
(1.9)
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%
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|
(1.2)
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%
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|
(3.2)
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%
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PRASM
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(7.0)
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%
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|
(2.3)
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%
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|
2.9
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%
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|
(2.3)
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%
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|
(4.5)
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%
|
Passengers
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4.1
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%
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|
3.3
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%
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|
11.5
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%
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|
1.7
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%
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|
4.1
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%
|
RPMs
|
3.9
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%
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|
3.5
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%
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|
10.8
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%
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|
2.6
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%
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|
4.5
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%
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ASMs
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6.7
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%
|
|
4.9
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%
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|
5.7
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%
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|
3.8
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%
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|
5.9
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%
|
Passenger load factor (points)
|
(2.3)
|
|
|
(1.2)
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|
3.8
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(0.9)
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(1.1)
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|
Passenger revenue increased $0.2 billion, or 1.1%, in the second quarter of 2025 as compared to the year-ago period, primarily due to a 5.9% increase in capacity and a 4.1% increase in the number of passengers flown, partially offset by a 3.2% decrease in yield.
Other operating revenue increased $78 million, or 8.8%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as an increase in the purchases of United Club memberships.
Operating Expenses. The table below includes data related to the Company's operating expenses for the three months ended June 30 (in millions, except for percentage changes):
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|
|
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|
|
2025
|
|
2024
|
|
Increase (Decrease)
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|
% Change
|
Salaries and related costs
|
$
|
4,413
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|
|
$
|
4,098
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|
|
$
|
315
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|
|
7.7
|
|
Aircraft fuel
|
2,775
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|
|
3,133
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|
(358)
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|
(11.4)
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|
Landing fees and other rent
|
961
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|
|
866
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|
|
95
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|
|
11.0
|
|
Aircraft maintenance materials and outside repairs
|
865
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|
|
716
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|
|
149
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|
|
20.8
|
|
Depreciation and amortization
|
733
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|
|
719
|
|
|
14
|
|
|
2.0
|
|
Regional capacity purchase
|
676
|
|
|
612
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|
|
64
|
|
|
10.5
|
|
Distribution expenses
|
487
|
|
|
626
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|
|
(139)
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|
|
(22.2)
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|
Aircraft rent
|
67
|
|
|
40
|
|
|
27
|
|
|
67.2
|
|
Special charges
|
447
|
|
|
36
|
|
|
411
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|
|
NM
|
Other operating expenses
|
2,487
|
|
|
2,211
|
|
|
276
|
|
|
12.5
|
|
Total operating expense
|
$
|
13,911
|
|
|
$
|
13,057
|
|
|
$
|
854
|
|
|
6.5
|
|
NM - Greater than 100% change or otherwise not meaningful.
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|
|
|
|
|
|
|
Salaries and related costs increased $0.3 billion, or 7.7%, in the second quarter of 2025 as compared to the year-ago period, primarily due to increased pay as a result of the increase in flying activity, a 5.0% increase in headcount, and an increase in pay rates for eligible employee groups.
Aircraft fuel decreased by $0.4 billion, or 11.4%, in the second quarter of 2025 as compared to the year-ago period, due to a lower average price per gallon of fuel, partially offset by increased consumption from increased flying activity.
Landing fees and other rent increased $95 million, or 11.0%, in the second quarter of 2025 as compared to the year-ago period, primarily due to rate increases at various airports and higher landed weight volume due to increased flight activity.
Aircraft maintenance materials and outside repairs increased $149 million, or 20.8%, in the second quarter of 2025 as compared to the year-ago period, primarily due to higher volumes of engine overhauls as well as the timing of repair work.
Regional capacity purchase increased $64 million, or 10.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an approximately 9% increase in regional capacity.
Distribution expenses decreased $139 million, or 22.2%, in the second quarter of 2025 as compared to the year-ago period, primarily due to a change in the mix of sales channels as well as the refinement of assumptions used in determining our credit card fees expense.
Aircraft rent increased $27 million, or 67.2%, in the second quarter of 2025 as compared to the year-ago period, primarily due to the addition of new leased aircraft to the Company's fleet.
For details on the Company's Special charges, see Note 10 to the financial statements included in Part I, Item 1 of this report.
Other operating expenses increased $0.3 billion, or 12.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to an increase in flying activity, including increased costs for onboard catering, supplies and amenities, ground and cargo handling, airport lounge operations and passenger services, as well as expenditures related to employee uniforms and information technology projects and services.
Nonoperating Income (Expense). The table below shows year-over-year comparisons of the Company's nonoperating income (expense) for the three months ended June 30 (in millions, except for percentage changes):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Interest expense
|
$
|
(361)
|
|
|
$
|
(427)
|
|
|
$
|
(66)
|
|
|
(15.5)
|
|
Interest income
|
167
|
|
|
190
|
|
|
(23)
|
|
|
(12.3)
|
|
Interest capitalized
|
51
|
|
|
60
|
|
|
(9)
|
|
|
(15.6)
|
|
Unrealized gains (losses) on investments, net
|
26
|
|
|
(33)
|
|
|
(59)
|
|
|
NM
|
Miscellaneous, net
|
41
|
|
|
20
|
|
|
21
|
|
|
NM
|
Total nonoperating expense, net
|
$
|
(77)
|
|
|
$
|
(190)
|
|
|
$
|
(113)
|
|
|
(59.6)
|
|
Interest expense decreased $66 million, or 15.5%, in the second quarter of 2025 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization and a reduction in the average cost of debt.
Unrealized gains on investments, net, was $26 million in the second quarter of 2025 as compared to $33 million in unrealized losses in the year-ago period, primarily due to changes in the market value of the Company's investments in equity securities. See Note 7 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.
Income Taxes. See Note 5 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.
First Six Months 2025 Compared to First Six Months 2024
The Company recorded net income of $1.4 billion in the first six months of 2025 as compared to net income of $1.2 billion in the first six months of 2024. Significant components of the Company's operating results for the six months ended June 30 are as follows (in millions, except percentage changes):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Operating revenue
|
|
$
|
28,448
|
|
|
$
|
27,525
|
|
|
$
|
923
|
|
|
3.4
|
|
Operating expense
|
|
26,516
|
|
|
25,497
|
|
|
1,019
|
|
|
4.0
|
|
Operating income
|
|
1,932
|
|
|
2,028
|
|
|
(96)
|
|
|
(4.7)
|
|
Nonoperating expense, net
|
|
(206)
|
|
|
(453)
|
|
|
(247)
|
|
|
(54.6)
|
|
Income before income taxes
|
|
1,727
|
|
|
1,575
|
|
|
152
|
|
|
9.6
|
|
Income tax expense
|
|
366
|
|
|
376
|
|
|
(10)
|
|
|
(2.7)
|
|
Net income
|
|
$
|
1,361
|
|
|
$
|
1,199
|
|
|
$
|
162
|
|
|
13.5
|
|
Certain consolidated statistical information for the Company's operations for the six months ended June 30 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Passengers (thousands)
|
86,992
|
|
|
83,700
|
|
|
3,292
|
|
|
3.9
|
|
RPMs (millions)
|
129,604
|
|
|
124,491
|
|
|
5,113
|
|
|
4.1
|
|
ASMs (millions)
|
159,503
|
|
|
151,346
|
|
|
8,157
|
|
|
5.4
|
|
Passenger load factor
|
81.3
|
%
|
|
82.3
|
%
|
|
(1.0) pt.
|
|
N/A
|
PRASM (cents)
|
16.11
|
|
|
16.51
|
|
|
(0.40)
|
|
|
(2.4)
|
|
TRASM (cents)
|
17.84
|
|
|
18.19
|
|
|
(0.35)
|
|
|
(1.9)
|
|
Yield (cents)
|
19.83
|
|
|
20.08
|
|
|
(0.25)
|
|
|
(1.3)
|
|
CTM (millions)
|
1,774
|
|
|
1,742
|
|
|
32
|
|
|
1.8
|
|
CASM (cents)
|
16.62
|
|
|
16.85
|
|
|
(0.23)
|
|
|
(1.3)
|
|
Average price per gallon of fuel, including fuel taxes
|
$
|
2.43
|
|
|
$
|
2.82
|
|
|
$
|
(0.39)
|
|
|
(13.8)
|
|
Fuel gallons consumed (millions)
|
2,254
|
|
|
2,159
|
|
|
95
|
|
|
4.4
|
|
Employee headcount, as of June 30
|
111,300
|
|
|
106,000
|
|
|
5,300
|
|
|
5.0
|
|
Operating Revenue. The table below shows year-over-year comparisons by type of operating revenue for the six months ended June 30 (in millions, except for percentage changes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Passenger revenue
|
$
|
25,696
|
|
|
$
|
24,993
|
|
|
$
|
703
|
|
|
2.8
|
|
Cargo revenue
|
859
|
|
|
805
|
|
|
54
|
|
|
6.7
|
|
Other operating revenue
|
1,893
|
|
|
1,727
|
|
|
166
|
|
|
9.6
|
|
Total operating revenue
|
$
|
28,448
|
|
|
$
|
27,525
|
|
|
$
|
923
|
|
|
3.4
|
|
The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the six months ended June 30, 2025 compared to the six months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) from 2024:
|
|
Domestic
|
|
Atlantic
|
|
Pacific
|
|
Latin
|
|
Total
|
Passenger revenue (in millions)
|
$
|
206
|
|
|
$
|
134
|
|
|
$
|
244
|
|
|
$
|
119
|
|
|
$
|
703
|
|
Passenger revenue
|
1.4
|
%
|
|
2.8
|
%
|
|
8.8
|
%
|
|
4.6
|
%
|
|
2.8
|
%
|
Average fare per passenger
|
(2.5)
|
%
|
|
1.1
|
%
|
|
(2.2)
|
%
|
|
1.8
|
%
|
|
(1.1)
|
%
|
Yield
|
(2.3)
|
%
|
|
1.5
|
%
|
|
(1.1)
|
%
|
|
1.0
|
%
|
|
(1.3)
|
%
|
PRASM
|
(5.6)
|
%
|
|
0.4
|
%
|
|
5.8
|
%
|
|
(0.1)
|
%
|
|
(2.4)
|
%
|
Passengers
|
3.9
|
%
|
|
1.7
|
%
|
|
11.2
|
%
|
|
2.7
|
%
|
|
3.9
|
%
|
RPMs
|
3.8
|
%
|
|
1.3
|
%
|
|
10.0
|
%
|
|
3.6
|
%
|
|
4.1
|
%
|
ASMs
|
7.3
|
%
|
|
2.4
|
%
|
|
2.9
|
%
|
|
4.7
|
%
|
|
5.4
|
%
|
Passenger load factor (points)
|
(2.8)
|
|
|
(0.9)
|
|
|
5.2
|
|
|
(0.9)
|
|
|
(1.0)
|
|
Passenger revenue increased $0.7 billion, or 2.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to a 5.4% increase in capacity as well as a 3.9% increase in passengers.
Cargo revenue increased $54 million, or 6.7%, in the first six months of 2025 as compared to the year-ago period, primarily due to higher tonnage and higher yields.
Other operating revenue increased $0.2 billion, or 9.6%, in the first six months of 2025 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club memberships, visitor volume and purchases of one-time United Club passes.
Operating Expenses. The table below presents data related to the Company's operating expenses for the six months ended June 30 (in millions, except for percentage changes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Salaries and related costs
|
$
|
8,568
|
|
|
$
|
8,030
|
|
|
$
|
538
|
|
|
6.7
|
|
Aircraft fuel
|
5,476
|
|
|
6,087
|
|
|
(611)
|
|
|
(10.0)
|
|
Landing fees and other rent
|
1,834
|
|
|
1,670
|
|
|
164
|
|
|
9.8
|
|
Aircraft maintenance materials and outside repairs
|
1,596
|
|
|
1,489
|
|
|
107
|
|
|
7.2
|
|
Depreciation and amortization
|
1,461
|
|
|
1,427
|
|
|
34
|
|
|
2.4
|
|
Regional capacity purchase
|
1,326
|
|
|
1,197
|
|
|
129
|
|
|
10.8
|
|
Distribution expenses
|
983
|
|
|
1,106
|
|
|
(123)
|
|
|
(11.1)
|
|
Aircraft rent
|
118
|
|
|
83
|
|
|
35
|
|
|
42.4
|
|
Special charges
|
340
|
|
|
49
|
|
|
291
|
|
|
NM
|
Other operating expenses
|
4,814
|
|
|
4,359
|
|
|
455
|
|
|
10.4
|
|
Total operating expenses
|
$
|
26,516
|
|
|
$
|
25,497
|
|
|
$
|
1,019
|
|
|
4.0
|
|
Salaries and related costs increased $0.5 billion, or 6.7%, in the first six months of 2025 as compared to the year-ago period, primarily due to annual wage rate increases across certain employee groups, increased flight activity, and a 5.0% increase in headcount.
Aircraft fuel expense decreased $0.6 billion, or 10.0%, in the first six months of 2025 as compared to the year-ago period, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from increased flying activity.
Landing fees and other rent increased $164 million, or 9.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to rate increases at various airports, terminal expansions and other increases in the number of airport gates, and higher landed weight volume due to increased flight activity.
Aircraft maintenance materials and outside repairs increased $107 million, or 7.2%, in the first six months of 2025 as compared to the year-ago period, primarily due to engine overhauls and component part repairs driven by higher volumes and cost of materials.
Depreciation expense increased $34 million, or 2.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to the induction of new aircraft and related spare parts, as well as certain capital improvement projects.
Regional capacity purchase increased $129 million, or 10.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to an approximately 13% increase in regional capacity.
Distribution expenses decreased $123 million, or 11.1%, in the first six months of 2025 as compared to the year-ago period, primarily due to a change in the mix of sales channels as well as the refinement of assumptions used in determining our credit card fees expense.
Aircraft rent increased $35 million, or 42.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to the addition of new leased aircraft to the Company's fleet.
For details on the Company's Special charges, see Note 10 to the financial statements included in Part I, Item 1 of this report.
Other operating expenses increased $455 million, or 10.4%, in the first six months of 2025 as compared to the year-ago period, primarily due to an increase in flight activity, including increased costs for onboard catering and amenities, ground and cargo handling, airport lounge operations and passenger services, as well as expenditures related to employee uniforms and information technology projects and services.
Nonoperating Income (Expense). The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the six months ended June 30 (in millions, except for percentage changes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
|
% Change
|
Interest expense
|
$
|
(717)
|
|
|
$
|
(881)
|
|
|
$
|
(164)
|
|
|
(18.6)
|
|
Interest income
|
331
|
|
|
367
|
|
|
(36)
|
|
|
(9.8)
|
|
Interest capitalized
|
98
|
|
|
121
|
|
|
(23)
|
|
|
(18.6)
|
|
Unrealized gains (losses) on investments, net
|
5
|
|
|
(70)
|
|
|
75
|
|
|
NM
|
Miscellaneous, net
|
77
|
|
|
10
|
|
|
67
|
|
|
NM
|
Total nonoperating expense, net
|
$
|
(206)
|
|
|
$
|
(453)
|
|
|
$
|
(247)
|
|
|
(54.6)
|
|
Interest expense decreased $164 million, or 18.6%, in the first six months of 2025 as compared to the year-ago period, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization and a reduction in the average cost of debt.
Interest income decreased $36 million, or 9.8%, in the first six months of 2025 as compared to the year-ago period, primarily due to lower interest rates.
Unrealized gains on investments, net, was $5 million in the first six months of 2025 as compared to $70 million in unrealized losses in the year-ago period, primarily due to the change in the market value of the Company's investments in equity securities. See Note 7 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.
Miscellaneous, net, changed by $67 million in the first six months of 2025 as compared to the year-ago period, primarily due to $35 million of debt extinguishment and modification fees related to the refinancing of the Company's 2021 term loans recorded in the year-ago period, foreign exchange gains recorded in the current period as compared to losses in the year-ago-period and an increase in the benefit from the Company's net periodic benefit cost of its pensions and postretirement benefit plans.
Income Taxes. See Note 5 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Current Liquidity
We deploy a disciplined and balanced approach to capital allocation, including returns to shareholders through potential share repurchases. As of June 30, 2025, the Company had $15.6 billion in unrestricted cash, cash equivalents and short-term investments, as compared to $14.5 billion at December 31, 2024. We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated liquidity needs for the next 12 months, and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations.
The Company has a $3.0 billion revolving credit facility as of June 30, 2025. The revolving credit facility is secured by certain route authorities and airport slots and gates. No borrowings were outstanding under the revolving credit facility as of June 30, 2025.
On July 7, 2025, the Company voluntarily prepaid in full the outstanding principal balance of the MileagePlus senior secured notes secured by substantially all of the assets of Mileage Plus Holdings, LLC (the "MileagePlus Notes"), which outstanding principal balance was $1.52 billion as of June 30, 2025, in addition to all accrued and unpaid interest under the MileagePlus Notes, and terminated all commitments thereunder.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of June 30, 2025, the Company had approximately $32.8 billion of debt, finance lease, operating lease and other financial liabilities, including $6.7 billion that will become due in the next 12 months. In addition, we have substantial noncancelable commitments for capital expenditures, including the acquisition of certain new aircraft and related spare engines. Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, limit the ability of the Company and its subsidiaries, under certain circumstances, to incur additional indebtedness and pay dividends or repurchase stock. As of June 30, 2025, the Company was in compliance with its debt covenants under these agreements. As of June 30, 2025, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, certain route authorities and airport slots and gates, was pledged under various loan and other agreements. See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information on aircraft financing and other debt instruments.
The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on commitments.
As of June 30, 2025, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") as presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Aircraft Deliveries
|
|
Expected Aircraft Deliveries (b)
|
Aircraft Type
|
|
Number of Firm
Commitments (a)
|
|
Last Six Months
of 2025
|
|
2026
|
|
After 2026
|
|
Last Six Months
of 2025
|
|
2026
|
|
After 2026
|
787
|
|
143
|
|
|
24
|
|
|
17
|
|
|
102
|
|
|
5
|
|
|
20
|
|
|
118
|
|
737 MAX 9
|
|
119
|
|
|
49
|
|
|
70
|
|
|
-
|
|
|
13
|
|
|
69
|
|
|
37
|
|
737 MAX 10
|
|
167
|
|
|
-
|
|
|
3
|
|
|
164
|
|
|
-
|
|
|
-
|
|
|
167
|
|
A321neo
|
|
135
|
|
|
16
|
|
|
18
|
|
|
101
|
|
|
13
|
|
|
18
|
|
|
104
|
|
A321XLR
|
|
50
|
|
|
-
|
|
|
8
|
|
|
42
|
|
|
-
|
|
|
8
|
|
|
42
|
|
A350
|
|
45
|
|
|
-
|
|
|
-
|
|
|
45
|
|
|
-
|
|
|
-
|
|
|
45
|
|
(a) United also has options and purchase rights for additional aircraft.
|
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. However, aircraft deliveries are subject to a number of variables, as further described in Part I, Item 1A. Risk Factors of the 2024 Form 10-K, and we cannot guarantee delivery of any particular aircraft at any specific time notwithstanding firm purchase commitments.
|
The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders; (ii) rights are
exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on these purchase commitments.
Sources and Uses of Cash
The following table summarizes our cash flows for the six months ended June 30 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Increase (Decrease)
|
Total cash provided by (used in):
|
|
|
|
|
|
|
Operating activities
|
|
$
|
5,927
|
|
|
$
|
5,723
|
|
|
$
|
204
|
|
Investing activities
|
|
(3,042)
|
|
|
1,575
|
|
|
4,617
|
|
Financing activities
|
|
(2,300)
|
|
|
(2,518)
|
|
|
(218)
|
|
Net increase in cash, cash equivalents and restricted cash
|
|
$
|
585
|
|
|
$
|
4,780
|
|
|
$
|
(4,195)
|
|
Operating Activities. Cash flows provided by operating activities increased approximately $0.2 billion in the first six months of 2025 as compared to the year-ago period, primarily due to net working capital changes and higher profitability in the first six months of 2025.
Investing Activities. Cash flows used in investing activities were $3.0 billion in the first six months of 2025 compared to cash flows provided by investing activities of $1.6 billion in the year-ago period, a change of $4.6 billion, primarily due to an increase in the purchase of short-term and other investments as well as a decrease in proceeds from the sale of short-term and other investments.
Financing Activities.Significant financing events in the six months ended June 30, 2025 were as follows:
Debt, Finance Lease and Other Financial Liability Principal Payments. During the six months ended June 30, 2025, the Company made payments for debt, finance leases, and other financial liabilities of $1.6 billion.
Share repurchase. As part of our capital deployment program, the Company's Board of Directors authorized a share repurchase program in October 2024. In the three and six months ended June 30, 2025, the Company repurchased, through open market purchases, approximately 3.5 million and 7.6 million shares, respectively, of UAL common stock for a total of approximately $0.2 billion and $0.6 billion, respectively, as part of its share repurchase program. See Note 3 to the financial statements in Part I, Item 1 of this report and Note 3 to the financial statements in Part II, Item 8 of the 2024 Form 10-K for additional information on the share repurchase program.
Credit Ratings.As of the filing date of this report, UAL and United had the following corporate credit ratings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P
|
|
Moody's
|
|
Fitch
|
UAL
|
|
BB
|
|
Ba2
|
|
BB
|
United
|
|
BB
|
|
*
|
|
BB
|
*The credit agency does not issue corporate credit ratings for subsidiary entities.
|
The Company has been able to secure financing with investment grade credit ratings for certain enhanced equipment trust certificates ("EETCs"), term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the Company as well as affect the fair market value of existing debt. A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Currently Moody's and Fitch have assigned the Company a positive outlook, while S&P maintains a stable outlook.
Commitments, Contingencies and Liquidity Matters. As described in the 2024 Form 10-K, the Company's liquidity may be adversely impacted by a variety of factors, including, but not limited to, pension funding obligations, reserve requirements associated with credit card processing agreements, guarantees, commitments and contingencies.
See the 2024 Form 10-K and Notes 7, 8 and 9 to the financial statements contained in Part I, Item 1 of this report for additional information.
CRITICAL ACCOUNTING POLICIES
See "Critical Accounting Policies" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Form 10-K.
FORWARD-LOOKING INFORMATION
This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, relating to, among other things, goals, plans and projections regarding the Company's financial position, results of operations, market position, airline capacity, fleet plan strategy, fares, booking trends, product development, corporate citizenship-related strategy initiatives and business strategy. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans, commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," "on track" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.
Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our fleet and network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into aircraft orders on less favorable terms, as well as any inability to accept or integrate new aircraft into our fleet as planned, including as a result of any mandatory groundings of aircraft; any failure to effectively manage, and receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; adverse publicity, increased regulatory scrutiny, harm to our brand, reduced travel demand, potential tort liability and operational restrictions as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business arrangements or other consolidations; 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 conflicts in the Middle East, as well as any escalation of the broader economic consequences of any 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; limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance coverage; risks relating to our repurchase program for UAL common stock and warrants; and other risks and uncertainties set forth under Part I, Item 1A. Risk Factors, of our 2024 Form 10-K, and under "Economic and Market Factors" and "Governmental Actions" in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report, as well as other risks and uncertainties set forth from time to time in the reports we file with the SEC.
The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations.