ual-20250121
8-Kfalse1/21/2500001005170000319687Common Stock, $0.01 par valueUALThe Nasdaq Stock Market LLC00001005172025-01-212025-01-210000100517ual:UnitedAirLinesIncMember2025-01-212025-01-210000100517us-gaap:CommonStockMember2025-01-212025-01-210000100517us-gaap:WarrantMember2025-01-212025-01-21



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): January 21, 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:
RegistrantTitle of Each ClassTrading SymbolName of Each Exchange on Which Registered
United Airlines Holdings, Inc.Common Stock, $0.01 par valueUALThe Nasdaq Stock Market LLC
United Airlines Holdings, Inc.Preferred Stock Purchase RightsNoneThe Nasdaq Stock Market LLC
United Airlines, Inc.NoneNoneNone

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 January 21, 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 fourth quarter and full year of 2024. 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 January 21, 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
104Cover 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: January 21, 2025




































2
Document
Exhibit 99.1
News Release

United Airlines
Worldwide Media Relations
872.825.8640
media.relations@united.com
https://cdn.kscope.io/49ca8895f794911dc925abb691554ba3-unitedstarv24pvrgbra04.jpg
United Airlines Achieves Record Fourth Quarter Profit Well Ahead Of Expectations; Reiterates Path To Double-Digit Pre-Tax Margin

Q4 pre-tax margin up 3.2 points year-over-year, 3.5 points on an adjusted basis1

Finished the year first in on-time departures at all seven United hubs

Sees robust demand in the first quarter 2025 as industry transformation is well underway


CHICAGO, Jan. 21, 2025 – United Airlines (UAL) today reported full-year and fourth-quarter 2024 financial results. The company had full-year pre-tax earnings of $4.2 billion, with a pre-tax margin of 7.3%; adjusted pre-tax earnings1 of $4.6 billion, with an adjusted pre-tax margin1 of 8.1%. The company also achieved full-year diluted earnings per share of $9.45; adjusted diluted earnings per share1 of $10.61, at the better end of the 2024 guidance provided at the start of the year of $9.00 to $11.00.
In 2024, United continued strong execution on its United Next plan. The company's investments have set United apart and customers continue to show more preference for the United brand with strong demand for all products: in the quarter premium revenue was up 10%, corporate revenue was up 7% and revenue from Basic Economy was up 20% year-over-year. Other revenue streams like loyalty and cargo had robust growth in the quarter with revenues up 12% and 30% year-over-year, respectively. Looking ahead to 2025 United sees strong demand trends in the first quarter with domestic RASM expected to turn solidly positive year-over-year, as well as continued improvement in international RASM.
For the full year, the company operated the most flights and carried the most customers in its history. United finished first in on-time performance at all seven of its U.S. hubs as a result of significant investments in its people, airports and technology, resulting in year-over-year improvement in customer satisfaction.
"United had a unique strategy coming out of COVID and our people have delivered for customers leading to a structurally and permanently changed industry," said United Airlines CEO Scott Kirby. "2024 was a strong year across the board for United as we’ve become the leading global airline and we enter 2025 with demand trends continuing to accelerate which puts us on the path to double-digit pre-tax margins."

1 For additional information about the non-GAAP measures used in this press release, see "Non-GAAP Financial Information" below.


United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
Fourth-Quarter Financial Results
Capacity up 6.2% compared to fourth-quarter 2023.
Total operating revenue of $14.7 billion, up 7.8% compared to fourth-quarter 2023.
TRASM up 1.6% compared to fourth-quarter 2023.
CASM down 1.6%, and CASM-ex1 up 5.0%, compared to fourth-quarter 2023.
Pre-tax earnings of $1.3 billion, with a pre-tax margin of 8.9%; adjusted pre-tax earnings1 of $1.4 billion, with an adjusted pre-tax margin1 of 9.7%.
Net income of $1.0 billion; adjusted net income1 of $1.1 billion.
Diluted earnings per share of $2.95; adjusted diluted earnings per share1 of $3.26.
Average fuel price per gallon of $2.40.
Repurchased approximately $81 million of shares; over $1.4 billion remaining in authorization.
Full-Year Financial Results
Pre-tax earnings of $4.2 billion, with a pre-tax margin of 7.3%; adjusted pre-tax earnings1 of $4.6 billion, with an adjusted pre-tax margin1 of 8.1%.
Net income of $3.1 billion; adjusted net income1 of $3.5 billion.
Diluted earnings per share of $9.45; adjusted diluted earnings per share1 of $10.61.
Ending available liquidity2 of $17.4 billion.
Total debt, finance lease obligations and other financial liabilities of $28.7 billion at year end.
Net leverage1 of 2.4x.
Generated $9.4 billion of operating cash flow.
Generated $3.4 billion of free cash flow1.

Key Highlights
Set the company record for most customers carried in a year at nearly 174 million system wide and an average of 4,340 daily flights, operating 145 more mainline flights per day compared to 2023.
Announced an industry-leading agreement with SpaceX to bring Starlink's Wi-Fi service to more than 1,000 of the airline's mainline and regional aircraft, providing MileagePlus® members free, fast, reliable internet connectivity on some passenger flights as soon as Spring 2025.
Launched Kinective MediaSM by United Airlines – the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands.
1 For additional information about the non-GAAP measures used in this press release, see "Non-GAAP Financial Information" below.
2 Includes cash, cash equivalents, short-term investments and undrawn credit facilities.
2

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
Announced MileagePlus® pooling, making United the first major U.S. airline to allow customers to share and redeem miles in one linked account, providing additional value to loyalty members, their friends and loved ones.
United announced the largest international expansion in the airline's history, bringing service to nine new international destinations for Summer 2025, eight of which are not served by any other U.S. carrier: Ulaanbaatar, Mongolia; Nuuk, Greenland; Kaohsiung, Taiwan; Palermo, Italy; Bilbao, Spain; Faro, Portugal; Madeira Island, Portugal; Puerto Escondido, Mexico; and Dakar, Senegal.
Surpassed 300 new and retrofit aircraft in 2024 featuring United's signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity, resulting in a 4.5 point improvement in customer satisfaction with inflight entertainment.
United continued to invest in its employees and facilities in 2024, with the opening of an expanded Flight Training Center at the Denver hub and work beginning for a new state-of-the-art Inflight Training Center near the airline’s Washington, D.C. hub.
United became the first airline to purchase sustainable aviation fuel (SAF) at Chicago O'Hare International Airport. In 2024, the airline voluntarily operated with SAF at Amsterdam Airport Schipol, Los Angeles International Airport, London Heathrow, Chicago O’Hare and San Francisco International Airport.



Customer Experience
In the fourth quarter, achieved a 6% increase year-over-year of customers providing a perfect score of 10 on the customer satisfaction scale the Net Promoter Score.
Thanks to customer enhancements like in-app Spanish translations and a new Basic Economy digital check-in experience, achieved the highest quarterly rate for digital check-ins in two years for the fourth quarter.
Began utilizing generative AI on united.com to expedite customer search and in the airline's industry-leading flight status notification system, further enabling real-time flight status updates to customers.
Over half of customers who experienced a cancellation in the fourth quarter resolved their issues via self-service or United’s automated solutions.
The United app continues to be the most downloaded airline app as adoption grows amongst customers, with an eight-point increase in day-of travel utilization year-over-year.
United launched a new seat preference feature that automatically re-seats customers when their preferred seat becomes available.
Announced Laurent-Perrier as United's champagne provider for the United Polaris® wine program in 2025, offering Laurent-Perrier La Cuvée in the United Polaris cabin and lounges.
Began offering upgraded economy cabin wines, partnering with women-owned brands Just Enough Wines and Maker Wine to offer Rosé, Cabernet Sauvignon, Chardonnay and Sparkling to customers.
3

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results


Operations
In the fourth quarter, set a company record for number of passengers carried in a single quarter. In December, the airline recorded its busiest three days in company history based on customers carried.
The airline finished the fourth quarter with the best on-time departure rate amongst major U.S. airlines in all seven of United's U.S. hub locations, making it the 31st quarter in a row leading on time departure at United's Chicago O'Hare hub and 11th in a row leading United's Denver hub.
For the year, United was second amongst the eight largest U.S. airlines in on-time departures and on-time arrivals, setting the company record for on-time performance in February, September and October.
The airline operated a record number of 100% completion days for United Express in a year, achieving 88 total days with no cancellations in 2024 – 13 days more than in 2023.
In 2024, United achieved its third best year in on-time arrival.
Opened a state-of-the-art cargo facility at the New York/Newark airport expanding the airline's cargo space at the hub to 319,000 square feet.


Network
United announced eight new international routes to existing destinations for Summer 2025 in the fourth quarter, expanding customer access to some of the most popular international destinations from more of the airline’s domestic hubs.
In the fourth quarter, United began service of its largest international winter schedule ever, flying nearly 4,600 flights per day in peak winter, beginning service to three new international destinations – Marrakesh, Morocco; Cebu, Philippines and Medellin, Colombia – and two new international routes with service from San Francisco to Monterrey, Mexico and Belize City, Belize.
With the addition of nearly 30% more seats to popular ski markets and 1,500 additional flights to sun destinations, United operated its largest domestic schedule in fourth quarter history, at 11% more flights than last year.
In 2024, United flew the largest international schedule of any U.S. carrier by available seat miles – 35% larger than the next largest U.S. carrier – with nearly 700 international flights per day to 133 destinations across 67 countries. This included the largest schedule to Europe in United's history.
United operated its largest-ever domestic schedule in 2024 at 1.3 million flights to over 200 cities, including introducing service on over 30 new routes.
United ensured customers could make memories at big events in 2024, adding over 250 flights and increasing capacity on 400 more for high-demand events like the College Football playoff and the Republican and Democratic National Conventions.
4

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
United expects to serve more international destinations across the Atlantic and Pacific than all other U.S. carriers combined in 2025, with 800 daily flights to and from 147 international destinations, including nearly 40 not served by any other U.S. airline.


Employees and Communities
United hosted its annual Fantasy Flights from 13 airports, partnering with local nonprofits and hospitals to provide a holiday experience for children and their families.
United, along with customers, donated over five million miles to Make-A-Wish America in the airline’s Giving Tuesday campaign, helping the organization to raise nearly $650,000 in cash, and donating $500,000 in travel certificates.
Throughout 2024, nearly 8,000 United employees volunteered more than 64,000 hours in communities around the world, additionally upcycling close to 89,500 amenity kits with Good360 and packaging nearly 400,000 nutritious meals with Rise Against Hunger.
United continues to attract top talent, receiving over 40,000 applications for its 2025 Summer Internship and Spring Co-Op Internship programs, in addition to hiring over 10,000 employees worldwide in 2024.
United transported nearly 1.3 billion pounds of cargo in 2024, including approximately 43 million pounds of medical shipments and 1.1 million pounds of military shipments.
Through the airline's Miles on a MissionSM program, United activated a donation of more than 70 million miles from MileagePlus® members in 2024 to support nearly 100 participating organizations.
United flew approximately 157 tons of relief supplies and over 1,000 responders from 57 nonprofits to support 36 disasters and other humanitarian crises in 2024, assisting over one million people affected by disasters or humanitarian crises, including those in Gaza, Ukraine, Haiti, Sudan, and Brazil and those affected by hurricanes Beryl, Milton and Helene.
Celebrated the five-year anniversary of United’s Special Olympics Service Ambassador (SOSA) program, an employment program that hires Special Olympics athletes to support customers in four of United’s hub airports.
Launched Somos, a new employee Business Resource Group focused on supporting and championing allyship for Latino and Hispanic employees.

Awards
Throughout 2024, United and its employees were recognized with over 50 awards including TIME’s 100 Most Influential Companies 2024, Newsweek America’s Best Loyalty Programs 2024, Forbes Best Large Employers 2024, and Fast Company’s Most Innovative Companies.

5

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
Earnings Call
UAL will hold a conference call to discuss full-year and fourth-quarter financial results, as well as its financial and operational outlook for the first-quarter 2025 and beyond, on Wednesday, January 22, 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 first 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, 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 and for complying with our disclosure obligations under Regulation FD. 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, ESG-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.

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
6

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
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, and any failure to achieve or demonstrate progress towards our climate goals; 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 financing agreements; 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, 2023 and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the period ended September 30, 2024 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 our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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 such as CASM-ex (which excludes the impact of fuel expense, profit sharing, special charges and third-party business expenses), adjusted pre-tax margin (which is calculated as pre-tax margin excluding operating and nonoperating special charges, unrealized (gains) losses on investments, net and debt
7

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
extinguishment and modification fees), adjusted pre-tax income, adjusted diluted earnings per share, adjusted net income, and net leverage 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.

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.

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.


-tables attached-

8

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
 Three Months Ended December 31,%
Increase/
(Decrease)
Year Ended December 31,%
Increase/
(Decrease)
(In millions, except for percentage changes and per share data)2024202320242023
Operating revenue:
Passenger revenue$13,275 $12,421 6.9 $51,829 $49,046 5.7 
Cargo521 402 29.6 1,743 1,495 16.6 
Other operating revenue899 803 12.0 3,491 3,176 9.9 
Total operating revenue14,695 13,626 7.8 57,063 53,717 6.2 
Operating expense:
Salaries and related costs4,325 3,841 12.6 16,678 14,787 12.8 
Aircraft fuel 2,676 3,315 (19.3)11,756 12,651 (7.1)
Landing fees and other rent901 793 13.6 3,437 3,076 11.7 
Aircraft maintenance materials and outside repairs809 664 21.8 3,063 2,736 12.0 
Depreciation and amortization759 684 11.0 2,928 2,671 9.6 
Regional capacity purchase668 594 12.5 2,516 2,400 4.8 
Distribution expenses551 571 (3.5)2,231 1,977 12.8 
Aircraft rent45 46 (2.2)193 197 (2.0)
Special charges 68 47 NM112 949 NM
Other operating expenses2,390 2,073 15.3 9,053 8,062 12.3 
Total operating expense13,192 12,628 4.5 51,967 49,506 5.0 
Operating income 1,503 998 50.6 5,096 4,211 21.0 
Nonoperating income (expense):
Interest expense(369)(484)(23.8)(1,629)(1,956)(16.7)
Interest income172 207 (16.9)726 827 (12.2)
Interest capitalized53 54 (1.9)227 182 24.7 
Unrealized gains (losses) on investments, net (39)(27)NM(199)27 NM
Miscellaneous, net (13)23 NM(53)96 NM
Total nonoperating expense, net(196)(227)(13.7)(928)(824)12.6 
Income before income tax expense1,307 771 69.5 4,168 3,387 23.1 
 
Income tax expense322 171 88.3 1,019 769 32.5 
Net income$985 $600 64.2 $3,149 $2,618 20.3 
Diluted earnings per share$2.95 $1.81 63.0 $9.45 $7.89 19.8 
Diluted weighted average shares334.5  331.3 1.0 333.2 331.9 0.4 
NM-Greater than 100% change or otherwise not meaningful.
 
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United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
PASSENGER REVENUE INFORMATION AND STATISTICS (UNAUDITED)

Information is as follows (in millions, except for percentage changes):
4Q 2024
Passenger
Revenue
Passenger
Revenue
vs.
4Q 2023
Passenger Revenue per Available Seat Mile ("PRASM") vs. 4Q 2023Yield vs. 4Q 2023Available
Seat Miles ("ASMs")
vs.
4Q 2023
4Q 2024 ASMs4Q 2024 Revenue Passenger Miles ("RPMs")
Domestic$8,138 5.7%(1.9%)(0.1%)7.8%43,497 36,508 
 
Europe2,092 9.5%7.1%4.9%2.3%12,996 10,600 
Middle East/India/Africa258 (11.0%)5.2%7.3%(15.4%)1,760 1,434 
Atlantic2,350 6.8%7.1%5.5%(0.2%)14,756 12,034 
Pacific1,477 11.2%4.1%(2.3)%6.9%11,540 8,772 
Latin America1,310 9.5%0.4%0.8%9.1%8,505 7,149 
International5,137 8.7%4.3%1.8%4.2%34,801 27,955 
Consolidated$13,275 6.9%0.6%0.6%6.2%78,298 64,463 
 
Select operating statistics are as follows:
 Three Months Ended December 31,%
Increase/
(Decrease)
Year Ended December 31,%
Increase/
(Decrease)
 
2024202320242023
Passengers (thousands) (a)44,344 41,779 6.1 173,603 164,927 5.3 
RPMs (millions) (b)64,463 60,671 6.3 258,503 244,435 5.8 
ASMs (millions) (c)78,298 73,727 6.2 311,185 291,333 6.8 
Passenger load factor: (d)
Consolidated82.3 %82.3 % — pts.83.1 %83.9 %(0.8)pts.
Domestic83.9 %85.5 %(1.6)pts.85.1 %85.1 %— pts.
International80.3 %78.4 %1.9 pts.80.6 %82.4 %(1.8)pts.
PRASM (cents)16.95 16.85 0.6 16.66 16.84 (1.1)
Total revenue per available seat mile ("TRASM") (cents)18.77 18.48 1.6 18.34 18.44 (0.5)
Average yield per RPM (cents) (e)20.59 20.47 0.6 20.05 20.07 (0.1)
Cargo revenue ton miles (millions) (f)981 894 9.7 3,604 3,159 14.1 
Aircraft in fleet at end of period 1,406 1,358 3.5 1,406 1,358 3.5 
Average stage length (miles) (g)1,450 1,475 (1.7)1,490 1,479 0.7 
Employee headcount, as of December 31 (thousands)107.3 103.3 3.9 107.3 103.3 3.9 
Cost per ASM ("CASM") (cents)16.85 17.13 (1.6)16.70 16.99 (1.7)
CASM-ex (cents) (h)12.89 12.28 5.0 12.58 12.03 4.6 
Average aircraft fuel price per gallon$2.40 $3.13 (23.3)$2.65 $3.01 (12.0)
Fuel gallons consumed (millions)1,115 1,059 5.3 4,444 4,205 5.7 
(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 stage length equals the 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 Fourth-Quarter and Full-Year 2024 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, including adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), adjusted EBITDA margin, adjusted EBITDA excluding aircraft rent (adjusted EBITDAR), adjusted operating expenses, adjusted operating income (loss), adjusted operating margin, adjusted pre-tax income (loss), adjusted pre-tax margin, adjusted net income (loss), adjusted diluted earnings (loss) per share, CASM-ex, adjusted capital expenditures, adjusted total debt, adjusted net debt, net leverage, free cash flow, and free cash flow, net of financings, among others. 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 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. See "Cautionary Statement Regarding Forward-Looking Statements" above. 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: 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 EBITDAR: UAL also reports EBITDA and EBITDAR excluding 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.
Adjusted Capital Expenditures and Free Cash Flow: UAL believes that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. UAL also believes that adjusting net cash provided by (used in) operating activities for capital expenditures, net of flight equipment purchase deposit returns and adjusted capital expenditures is useful to allow investors to evaluate the company's ability to generate cash that is available for debt service or general corporate initiatives.
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.

 Three Months Ended December 31,%
Increase/
(Decrease)
Year Ended December 31,%
Increase/
(Decrease)
CASM-ex (in cents, except for percentage changes)
2024202320242023
CASM (GAAP)16.85 17.13 (1.6)16.70 16.99 (1.7)
Fuel expense3.42 4.49 (23.8)3.77 4.34 (13.1)
Profit sharing0.37 0.22 68.2 0.23 0.23 — 
Third-party business expenses0.08 0.07 14.3 0.08 0.07 14.3 
Special charges 0.09 0.07 NM0.04 0.32 NM
CASM-ex (Non-GAAP)
12.89 12.28 5.0 12.58 12.03 4.6 
11

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
NON-GAAP FINANCIAL INFORMATION (Continued)
Three Months Ended December 31,Year Ended December 31,
Adjusted EBITDA and EBITDAR (in millions)
2024202320242023
Net income (GAAP)$985 $600 $3,149 $2,618 
Adjusted for:  
Depreciation and amortization759 684 2,928 2,671 
Interest expense, net of capitalized interest and interest income144 223 676 947 
Income tax expense 322 171 1,019 769 
Special charges 68 47 112 949 
Nonoperating unrealized (gains) losses on investments, net39 27 199 (27)
Nonoperating debt extinguishment and modification fees18 — 128 11 
Adjusted EBITDA (non-GAAP)$2,335  $1,752 $8,211 $7,938 
Adjusted EBITDA margin (non-GAAP)15.9 %12.9 %14.4 %14.8 %
Adjusted EBITDA (non-GAAP)$2,335 $1,752 $8,211 $7,938 
Aircraft rent45 46 193 197 
Adjusted EBITDAR (non-GAAP)$2,380 $1,798 $8,404 $8,135 
Three Months Ended December 31,Year Ended December 31,
Adjusted Capital Expenditures (in millions)
2024202320242023
Capital expenditures, net of flight equipment purchase deposit returns (GAAP)$1,675 $2,066 $5,615 $7,171 
Property and equipment acquired through the issuance of debt, finance leases, and other financial liabilities565 100 406 777 
Adjusted capital expenditures (Non-GAAP)$2,240 $2,166 $6,021 $7,948 
Free Cash Flow (in millions)
Net cash provided by operating activities (GAAP)$2,224 $(910)$9,445 $6,911 
Less capital expenditures, net of flight equipment purchase deposit returns1,675 2,066 5,615 7,171 
Free cash flow, net of financings (Non-GAAP)$549 $(2,976)$3,830 $(260)
Net cash provided by operating activities (GAAP)$2,224 $(910)$9,445 $6,911 
Less adjusted capital expenditures (Non-GAAP)2,240 2,166 6,021 7,948 
Free cash flow (Non-GAAP)$(16)$(3,076)$3,424 $(1,037)
 December 31,
Increase/
(Decrease)
Adjusted total debt and Adjusted net debt (in millions)
20242023
Debt, finance lease obligations and other financial liabilities - current and noncurrent (GAAP)$28,656 $31,660 $(3,004)
Operating lease obligations - current and noncurrent4,977 5,079 (102)
Pension and postretirement liabilities - noncurrent1,233 1,605 (372)
Adjusted total debt (Non-GAAP)$34,866 $38,344 (3,478)
Less: Cash and cash equivalents$8,769 $6,058 2,711 
         Short-term investments5,706 8,330 (2,624)
Adjusted net debt (Non-GAAP)$20,391 $23,956 (3,565)
Net leverage (Non-GAAP)2.42.9(0.5)pts.
12

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
NON-GAAP FINANCIAL INFORMATION (Continued)
 Three Months Ended December 31,%
Increase/
(Decrease)
Year Ended December 31,%
Increase/
(Decrease)
(in millions, except for percentage changes and per share data)2024202320242023
Operating expenses (GAAP)$13,192 $12,628 4.5 $51,967 $49,506 5.0 
Special charges 68 47 NM112 949 NM
Operating expenses, excluding special charges 13,124 12,581 4.3 51,855 48,557 6.8 
Adjusted to exclude:
Fuel expense2,676 3,315 (19.3)11,756 12,651 (7.1)
Profit sharing294 160 83.8 713 681 4.7 
Third-party business expenses63 53 18.9 246 192 28.1 
Adjusted operating expenses (Non-GAAP) $10,091 $9,053 11.5 $39,140 $35,033 11.7 
  
Operating income (GAAP)$1,503 $998 50.6 $5,096 $4,211 21.0 
Special charges 68 47 NM112 949 NM
Adjusted operating income (Non-GAAP)$1,571 $1,045 50.3 $5,208 $5,160 0.9 
Operating margin10.2 %7.3 %2.9 pts.8.9 %7.8 %1.1 pts.
Adjusted operating margin (Non-GAAP) 10.7 %7.7 %3.0 pts.9.1 %9.6 %(0.5) pts.
Pre-tax income (GAAP)$1,307 $771 69.5 $4,168 $3,387 23.1 
Adjusted to exclude:
Special charges 68 47 NM112 949 NM
Unrealized (gains) losses on investments, net 39 27 NM199 (27)NM
Debt extinguishment and modification fees18 — NM128 11 NM
Adjusted pre-tax income (Non-GAAP) $1,432 $845 69.5 $4,607 $4,320 6.6 
Pre-tax margin (GAAP)8.9 %5.7 %3.2 pts.7.3 %6.3 %1.0 pt.
Adjusted pre-tax margin (Non-GAAP) 9.7 %6.2 %3.5 pts.8.1 %8.0 %0.1 pts.
 Net income (GAAP)$985 $600 64.2 $3,149 $2,618 20.3 
Adjusted to exclude:
Special charges 68 47 NM112 949 NM
Unrealized (gains) losses on investments, net39 27 NM199 (27)NM
Debt extinguishment and modification fees18 — NM128 11 NM
Income tax benefit on adjustments, net(20)(10)NM(54)(214)NM
Adjusted net income (Non-GAAP) $1,090 $664 64.2 $3,534 $3,337 5.9 
 Diluted earnings per share (GAAP)$2.95 $1.81 63.0 $9.45 $7.89 19.8 
Adjusted to exclude:
Special charges 0.20 0.14 NM0.33 2.86 NM
Unrealized (gains) losses on investments, net0.11 0.08 NM0.60 (0.08)NM
Debt extinguishment and modification fees0.06 — NM0.39 0.03 NM
Income tax benefit on adjustments, net (0.06)(0.03)NM(0.16)(0.65)NM
Adjusted diluted earnings per share (Non-GAAP) $3.26 $2.00 63.0 $10.61 $10.05 5.6 

13

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions)December 31, 2024 (UNAUDITED)December 31, 2023
ASSETS
Cash and cash equivalents$8,769 $6,058 
Short-term investments5,706 8,330 
Receivables, net2,163 1,898 
Aircraft fuel, spare parts and supplies, net1,572 1,561 
Prepaid expenses and other673 640 
Total current assets18,883 18,487 
Operating property and equipment, net42,908 39,815 
Operating lease right-of-use assets3,815 3,914 
Goodwill4,527 4,527 
Intangible assets, net2,683 2,725 
Investments in affiliates and other, net1,267 1,636 
Total noncurrent assets55,200 52,617 
     Total assets$74,083  $71,104 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$4,193 $3,835 
Accrued salaries and benefits3,289 2,940 
Advance ticket sales7,561 6,704 
Frequent flyer deferred revenue3,403 3,095 
Current maturities of long-term debt, finance leases, and other financial liabilities3,453 4,247 
Current maturities of operating leases467 576 
Other948 806 
Total current liabilities23,314 22,203 
Long-term debt, finance leases, and other financial liabilities25,203 27,413 
Long-term obligations under operating leases4,510 4,503 
Frequent flyer deferred revenue4,038 4,048 
Pension and postretirement benefit liability1,233 1,605 
Deferred income taxes1,580 594 
Other1,530 1,414 
Total noncurrent liabilities38,094  39,577 
Total stockholders' equity12,675 9,324 
Total liabilities and stockholders' equity$74,083  $71,104 
14

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
 (in millions) Year Ended December 31,
 20242023
Cash Flows from Operating Activities:
Net cash provided by operating activities$9,445 $6,911 
Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(5,615)(7,171)
Purchases of short-term and other investments(5,809)(9,470)
Proceeds from sale of short-term and other investments8,661 10,519 
Proceeds from sale of property and equipment109 39 
Other, net(23)
Net cash used in investing activities(2,651)(6,106)
Cash Flows from Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees6,139 2,388 
Payments of long-term debt, finance leases and other financial liabilities(10,138)(4,248)
Repurchases of common stock(162)— 
Other, net(21)(32)
Net cash used in financing activities(4,182)(1,892)
Net increase (decrease) in cash, cash equivalents and restricted cash2,612 (1,087)
Cash, cash equivalents and restricted cash at beginning of year6,334 7,421 
Cash, cash equivalents and restricted cash at end of the period $8,946 $6,334 
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$406 $777 
Right-of-use assets acquired through operating leases577 552 
Lease modifications and lease conversions290 546 
Investment interests received in exchange for goods and services18 33 
15

United Airlines Reports Fourth-Quarter and Full-Year 2024 Results
UNITED AIRLINES HOLDINGS, INC.
NOTES (UNAUDITED)
 
Special charges and unrealized (gains) losses on investments, net include the following:
 Three Months Ended December 31,Year Ended December 31,
(in millions)2024202320242023
Operating:
(Gains) losses on sale of assets and other special charges$68 $47 $112 $135 
Labor contract ratification bonuses— — — 814 
     Total operating special charges 68  47 112  949 
Nonoperating:
Nonoperating unrealized (gains) losses on investments, net39 27 199 (27)
Nonoperating debt extinguishment and modification fees18 — 128  11 
     Total nonoperating special charges and unrealized (gains) losses on investments, net57 27 327 (16)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net125 74 439 933 
Income tax benefit, net of valuation allowance (20)(10)(54)(214)
    Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes$105 $64 $385 $719 
Operating and nonoperating special charges and unrealized (gains) losses on investments included the following:
During 2024, in addition to gains and losses on sales of assets, other operating special charges included $66 million of non-recurring employee benefit-related charges as well as $32 million of accelerated depreciation on assets with shortened useful lives.
During 2023, the company recorded $814 million of expense associated with the agreements with its employees represented by Air Line Pilots Association, International Association of Machinists and Aerospace Workers and other labor unions.
During 2024, the company recorded $128 million of charges related to the prepayment in full of the outstanding principal balance of the term loan facility of the MileagePlus financing agreements in July 2024, the refinancing of its 2021 term loans in February 2024 and a partial prepayment of the 2024 term loan.
Effective tax rate:
The company's effective tax rates were as follows:
Three Months Ended December 31,Year Ended December 31,
 2024202320242023
Effective tax rate24.6 %22.2 %24.4 %22.7 %
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.

# # #
16
Document
Exhibit 99.2
https://cdn.kscope.io/49ca8895f794911dc925abb691554ba3-unitedstarv24pvrgbra041.jpg
Investor Update1Issue Date: January 21, 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 first-quarter and full-year 2025, among other items.

Estimated
1Q 2025
Estimated
FY 2025
Adjusted diluted earnings per share2$0.75 - $1.25$11.50 - $13.50
Adjusted total capital expenditures (in billions)3-<$7B


1 The guidance provided in this Investor Update reflects our current expectations 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, 2023 and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 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 our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. 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. Management will also discuss certain business outlook items during its regularly scheduled quarterly earnings conference call on January 22, 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 U.S. Securities and Exchange Commission (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 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 $40 million and $60 million in the first-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 3.7% of total adjusted pre-tax earnings above a 6.9% adjusted pre-tax margin.
Approximately 5.8% of total adjusted pre-tax earnings up to $2.5 billion adjusted pre-tax earnings, plus approximately 11.6% 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 special charges, 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 $33 million for the first-quarter of 2025.


Fleet Plan: As of January 21, 2025, the Company's fleet plan was as follows:

1Q 2025E2Q 2025E3Q 2025EYE 2025E
B777-200/30096969696
B787-8/9/1077798184
B767-300/40053535353
B757-200/30061616161
B737 MAX
200212224235
B737-700/800/900329329329329
A319/A320159157154139
A321neo/XLR35414857
Total Mainline Aircraft1,0101,0281,0461,054
50-seat (ERJ145XR, CRJ550, CRJ200)167178173173
70/76-seat (E175, E170, CRJ900, CRJ700)255255255255
Total Regional Aircraft422433428428

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, 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, and any failure to achieve or demonstrate progress towards our climate goals; 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® financing agreements; 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, 2023 and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 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 our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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
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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.
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