UAL 8-K Current Reports

United Airlines Holdings 8-K Report, Financial Results (Oct 20, 2026)

United Airlines Holdings, Inc. (UAL) reported third-quarter 2026 results on October 20, 2026, with total operating revenue of $17.9 billion, up 17.4% year-over-year and a record for the quarter. Pre-tax earnings were $1.3 billion (pre-tax margin 7.3%), while adjusted pre-tax earnings were $1.1 billion (adjusted pre-tax margin 6.2%). Diluted EPS was $3.14 and adjusted diluted EPS was $2.54. Net income was $1.0 billion and adjusted net income was $833 million. Fuel expense rose sharply, with aircraft fuel expense of $4.8 billion up 61.6% and average fuel price per gallon of $3.90, up 60.3%. Total CASM rose 17.3%, while CASM-ex rose 7.8%. The company furnished an Investor Update with fourth-quarter 2026 guidance: adjusted diluted EPS of $0.50 to $1.50, an average aircraft fuel price of approximately $4.80 per gallon, and full-year 2026 adjusted total capital expenditures of approximately $7.5 billion. Management said fourth-quarter unit revenue growth is expected to accelerate versus third quarter, and that every $0.01 change in fuel price equates to roughly 2.5 cents of quarterly EPS impact. The filing states that consensus assumes a fourth-quarter fuel price of approximately $4.35. Balance sheet metrics show ending available liquidity of $17.7 billion, total debt, finance lease obligations and other financial liabilities of $26.4 billion, and trailing twelve-month net leverage of 2.4x. The company also stated that on October 16 it expanded its revolving credit facility, raising available liquidity from $3 billion to $5 billion.

Oct 20, 2026 8-K

Regulation FDExhibits & Filings

United Airlines Holdings 8-K Report, Financial Results (Jul 15, 2026)

United Airlines Holdings, Inc. reported second-quarter 2026 results on July 15, 2026, with diluted earnings per share of $2.46 and adjusted diluted earnings per share of $1.99. Total operating revenue was $17.7 billion, up 16.0% year-over-year, with pre-tax earnings of $1.0 billion (5.8% pre-tax margin) and adjusted pre-tax earnings of $843 million (4.8% adjusted pre-tax margin). Net income was $805 million. Average fuel price per gallon rose to $4.19 from $2.34, and aircraft fuel expense increased 84.1% to $5.11 billion. The company said it recovered about half of the second-quarter fuel increase and expects to recover 80% to 90% in the third quarter and 100% by the fourth quarter. The company raised its full-year 2026 adjusted diluted EPS guidance to $9.00 to $11.00 in an Investor Update furnished with the filing. It expects third-quarter 2026 adjusted diluted EPS of $2.50 to $3.50 and full-year adjusted total capital expenditures of approximately $7.5 billion. The Investor Update states that fuel costs have increased $575 million since the beginning of July, or $1.12 per adjusted diluted share for the third quarter alone, and that guidance assumes a third-quarter all-in fuel price of about $3.69 per gallon. Balance sheet activity included raising $3.7 billion in new liquidity through private bank transactions, with the company stating it prepaid about $1 billion of higher-cost debt since the start of the second quarter. Ending available liquidity was $19.6 billion, total debt and finance lease obligations were $26.5 billion, and trailing twelve-month net leverage was 2.2x. The company says it is targeting an investment-grade rating in 2026.

Jul 15, 2026 8-K

Shareholder Matters

United Airlines Holdings 8-K Report, Shareholder Vote Results (May 22, 2026)

United Airlines Holdings, Inc. filed this Form 8-K on May 22, 2026 to report the results of its Annual Meeting of stockholders, held May 19, 2026. The filing covers four proposals: the election of directors, ratification of the auditor, an advisory vote on executive compensation, and a stockholder proposal on the right to act by written consent. All 11 director nominees were elected to terms expiring at the 2027 annual meeting. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the named executive officer compensation in a nonbinding advisory vote. The stockholder proposal on acting by written consent was not approved. It received 94,123,936 votes for, 143,564,484 against, and 6,760,782 abstentions, with 34,789,391 broker non-votes. Captain Brian Noyes and Richard Johnsen were also elected to the Board by the ALPA and IAM, respectively, under their junior preferred stock rights, each for a term expiring in 2027. The filing states that the proposals are described in more detail in the Company's Proxy Statement.

May 22, 2026 8-K

United Airlines Holdings 8-K Report, Regulation FD Disclosure (Apr 27, 2026)

United Airlines Holdings, Inc. (UAL) furnished a press release under Item 7.01 (Regulation FD Disclosure) in which CEO Scott Kirby publicly addressed reports of a potential merger with American Airlines. Kirby states that he approached American about exploring a combination, that American declined to engage and publicly closed the door, and that without a willing partner the deal cannot proceed. He says American's public comments make a merger off the table for the foreseeable future. The statement lays out the rationale Kirby said the combination would have pursued: growth in international and smaller-community service through a larger network, expanded loyalty benefits, greater economy seat capacity, and a more globally competitive U.S.-based carrier. He also says regulators would likely have approved the deal with divestitures in certain domestic markets, and that United's own strategy of building a brand-loyal airline remains the company's focus. For investors, the filing is primarily a disclosure of a proposed-but-abandoned strategic initiative rather than a financial report. The filing contains no financial results, guidance, or transaction terms, and the statement is accompanied by standard forward-looking statement cautions referencing UAL's 2025 Form 10-K and Q1 2026 Form 10-Q.

Apr 27, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

United Airlines Holdings 8-K Report, Financial Results (Apr 21, 2026)

United Airlines Holdings, Inc. (UAL) reported first-quarter 2026 results on April 21, 2026, with diluted earnings per share of $2.14, up 85% year-over-year, and adjusted diluted earnings per share of $1.19, up 31% year-over-year and within its initial guidance range of $1.00 to $1.50. Total operating revenue rose 10.6% to $14.6 billion, with TRASM up 6.9%. Pre-tax earnings were $0.9 billion (6.0% pre-tax margin), while adjusted pre-tax earnings were $0.5 billion (3.4% adjusted pre-tax margin). Aircraft fuel expense increased by $340 million versus the first quarter of 2025, with the average fuel price per gallon at $2.78, up 9.9%. The company generated $4.8 billion of operating cash flow and $2.9 billion of free cash flow, and paid down $3.1 billion of debt during the quarter. The company's second-quarter and full-year 2026 outlook, set out in the Investor Update (Exhibit 99.2), calls for estimated adjusted diluted earnings per share of $1.00 to $2.00 for 2Q 2026 and $7.00 to $11.00 for FY 2026, based on an estimated average fuel price of approximately $4.30 per gallon in the second quarter. United expects to reduce planned capacity by 5 points for the rest of the year, with third- and fourth-quarter 2026 capacity flat to up approximately 2% year-over-year. Management expects revenue to recover 40% to 50% of fuel price increases in the second quarter, 70% to 80% in the third quarter, and 85% to 100% in the fourth quarter. Balance sheet metrics improved, with ending available liquidity of $17.2 billion, total debt and finance lease obligations of $24.2 billion, and trailing twelve-month net leverage of 2.0x. The company also returned to the unsecured bond market, raising $2 billion in two bond issuances, and reached a tentative agreement with the Association of Flight Attendants.

Apr 21, 2026 8-K

United Airlines Holdings 8-K Report, Material Agreement (Feb 6, 2026)

On February 6, 2026, United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc.) issued $1,000,000,000 principal amount of 4.875% Senior Notes due 2029 in a public offering. The Notes are guaranteed by its wholly-owned subsidiary United Airlines, Inc. and were issued under a 2013 base indenture as supplemented by a Seventh Supplemental Indenture dated February 6, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee. The Notes mature March 1, 2029, pay interest semi-annually on March 1 and September 1 beginning September 1, 2026, and were registered under the company's automatic shelf registration statement on Form S-3. The Indenture includes covenants that limit the company's ability to incur liens securing indebtedness for borrowed money or capital leases and to engage in mergers and consolidations or transfer all or substantially all of its assets, subject to specified exceptions. The Notes may be redeemed before December 1, 2028 at the greater of par or a make-whole amount, and at par on or after that date, in each case plus accrued interest. Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest, unless a third party makes a change of control offer or the company redeems the Notes. The filing also reports an underwriting agreement dated February 3, 2026 with Barclays Capital Inc. and BofA Securities, Inc. as representatives, and a legal opinion from Hughes Hubbard & Reed LLP that the Notes and Guarantee are binding obligations. The filing does not state the intended use of proceeds.

Feb 6, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

United Airlines Holdings 8-K Report, Material Agreement (Feb 2, 2026)

On February 2, 2026, United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc., "UAL") issued $1,000,000,000 principal amount of 5.375% Senior Notes due 2031 in a public offering. The Notes are guaranteed by its wholly-owned subsidiary United Airlines, Inc. and were issued under a 2013 base indenture as supplemented by a Sixth Supplemental Indenture dated February 2, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee. The Notes mature March 1, 2031 and pay interest semi-annually on March 1 and September 1, beginning September 1, 2026. The Notes are redeemable at UAL's option before September 1, 2030 at the greater of par and a make-whole amount, and at 100% of principal plus accrued interest on or after that date. Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest, unless a third party makes a change of control offer or UAL exercises its redemption right. The indenture includes covenants limiting liens securing borrowed money or capital leases and restricting mergers or transfers of substantially all assets, subject to specified exceptions. The offering was registered under an automatic shelf registration statement on Form S-3 filed November 20, 2023, with the final prospectus supplement dated January 26, 2026. The filing also includes an opinion of Hughes Hubbard & Reed LLP confirming the Notes and Guarantee are binding obligations, and an underwriting agreement dated January 26, 2026 with Barclays Capital Inc. as representative.

Feb 2, 2026 8-K

United Airlines Holdings 8-K Report, Financial Results (Jan 20, 2026)

United Airlines Holdings, Inc. (UAL) furnished a press release reporting fourth-quarter and full-year 2025 results, along with an Investor Update containing first-quarter and full-year 2026 guidance. For full-year 2025, the company reported diluted earnings per share of $10.20 (up 7.9% per the statement of operations) and adjusted diluted EPS of $10.62 (up from $10.61 in 2024, per the non-GAAP reconciliation). Total operating revenue rose 3.5% to $59.1 billion, the highest in company history. Pre-tax earnings were $4.3 billion with a 7.3% margin, and adjusted pre-tax earnings were $4.6 billion with a 7.8% adjusted pre-tax margin. Net income was $3.4 billion. The company generated $8.4 billion of operating cash flow and $2.7 billion of free cash flow, and it expects a similar level of free cash flow in 2026. Fourth-quarter results showed diluted EPS of $3.19 and adjusted diluted EPS of $3.10, within the company's prior guidance range of $3.00 to $3.50. Fourth-quarter revenue was $15.4 billion, up 4.8%, and the filing states the government shutdown reduced pre-tax earnings by approximately $250 million in the quarter. Total debt, including finance lease obligations and other financial liabilities, was $25 billion at year end, with net leverage of 2.2x and ending available liquidity of $15.2 billion. For 2026, the Investor Update guides to estimated first-quarter adjusted diluted EPS of $1.00 to $1.50 and full-year adjusted diluted EPS of $12.00 to $14.00, with adjusted total capital expenditures below $8.0 billion for the full year. The company plans to take delivery of over 100 narrowbody aircraft and approximately 20 Boeing 787 aircraft in 2026.

Jan 20, 2026 8-K

United Airlines Holdings 8-K Report, Financial Results (Oct 15, 2025)

United Airlines Holdings, Inc. (UAL) reported third-quarter 2025 results on October 15, 2025, with total operating revenue of $15.2 billion, up 2.6% year-over-year, and pre-tax earnings of $1.3 billion (pre-tax margin of 8.2%). Diluted EPS was $2.90 and adjusted diluted EPS was $2.78, which the company said was above the top end of its guidance of $2.25 to $2.75. Net income was $0.9 billion and ending available liquidity was $16.3 billion. Total debt, finance lease obligations and other financial liabilities were $25.4 billion at quarter end, and the company prepaid the remaining $1.5 billion of MileagePlus bonds, fully repaying all debt secured by the MileagePlus business. Trailing twelve-month net leverage was 2.1x. Management's outlook, furnished in an Investor Update, guides to fourth-quarter 2025 adjusted diluted earnings per share of $3.00 to $3.50. The company expects its fourth quarter to deliver the highest total operating revenue for a single quarter in its history and anticipates a meaningful year-over-year improvement in unit revenue compared with Q3. Profit sharing accrual for Q4 is expected to be between $250 million and $300 million. Operating metrics were mixed: capacity (ASMs) rose 7.2% and passenger load factor was 84.4%, down 0.9 points, while TRASM fell 4.3% and CASM declined 2.8%. Fuel was $2.43 per gallon versus $2.56 a year earlier. The company also repurchased approximately $612 million of shares year-to-date through September 30, 2025, and reported a $561 million special charge for a flight attendant labor contract ratification bonus in the nine-month period.

Oct 15, 2025 8-K

Earnings & ResultsMaterial Agreements

United Airlines Holdings 8-K Report, Financial Results (Jul 16, 2025)

United Airlines Holdings, Inc. (UAL) reported second-quarter 2025 results on July 16, 2025, showing a profit that the company described as ahead of Wall Street expectations. Q2 diluted earnings per share were $2.97 (adjusted $3.87, versus guidance of $3.25 to $4.25), on total operating revenue of $15.2 billion, up 1.7% year over year. Pre-tax earnings were $1.2 billion with an 8.2% pre-tax margin, and adjusted pre-tax earnings were $1.7 billion with an 11.0% adjusted pre-tax margin. Net income was $973 million for the quarter, down 26.4% from $1,323 million a year earlier, and operating income fell to $1,325 million from $1,929 million. Results include a $561 million special charge tied to the tentative agreement with flight attendants represented by the Association of Flight Attendants. Management updated full-year 2025 adjusted diluted EPS guidance to $9.00 to $11.00 and estimated third-quarter adjusted diluted EPS at $2.25 to $2.75 in the accompanying Investor Update. The company said demand accelerated six points sequentially beginning in early July and that published industry schedules show a supply inflection beginning in mid-August. The filing also notes a May 2025 event at Newark Airport that drove negative news coverage and customer booking declines, with an estimated impact of about 1.2 points on Q2 adjusted pre-tax margin and about 0.9 points in Q3. Liquidity ended the quarter at $18.6 billion, total debt and finance lease obligations were $27.1 billion, and trailing twelve-month net leverage was 2.0x. In July, United repaid the remaining debt tied to its 2020 MileagePlus financing using cash on hand. For investors, the key takeaways are the strong first-half earnings growth on an adjusted basis, a narrowing of the company's leverage, and management's expectation that the second half will benefit from improving demand and supply conditions. Revenue per available seat mile declined 4.0% in the quarter as capacity grew 5.9%, which is a notable offset to the top-line growth.

Jul 16, 2025 8-K

United Airlines Holdings 8-K Report, Agreement Terminated (Jul 9, 2025)

On July 7, 2025, Mileage Plus Holdings, LLC (MPH), a direct wholly owned subsidiary of United Airlines, Inc., and Mileage Plus Intellectual Property Assets, Ltd. (MIPA) redeemed in full all $1.52 billion aggregate principal amount of their outstanding 6.50% Senior Secured Notes due 2027, solely using cash on hand and without any refinancing or replacement debt. The indenture governing the notes was satisfied and discharged. Combined with the July 2024 voluntary prepayment in full of the $1.8 billion secured term loan facility, which was secured ratably with the notes, the MileagePlus assets will now be unencumbered. The Redemption is part of United Airlines Holdings, Inc.'s (UAL) overall deleveraging plan, which the company says it continues to pursue toward its previously announced long-term net leverage target of less than 2.0x. Preliminary, unaudited figures as of June 30, 2025 show total debt, finance lease obligations and other financial liabilities of $27.1 billion, or $25.6 billion inclusive of the Redemption, down from a peak of $36.3 billion in the second quarter of 2021. Adjusted total debt declined from a peak of $45.3 billion to $34.0 billion, or $32.5 billion inclusive of the Redemption. Available liquidity was $18.6 billion, or $17.1 billion inclusive of the Redemption. The June 30, 2025 financial data is preliminary, has not completed financial closing procedures, and has not been audited or reviewed by the independent registered public accounting firm. The company states that the financial data is not a comprehensive statement of its results or operating metrics for the period. The information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Jul 9, 2025 8-K

Shareholder Matters

United Airlines Holdings 8-K Report, Shareholder Vote Results (May 28, 2025)

United Airlines Holdings, Inc. filed this Form 8-K on May 28, 2025 to report the voting results of its Annual Meeting of stockholders, held May 21, 2025. The filing covers no financial results, guidance, or transactions; its content is limited to shareholder votes on governance and compensation matters, which are described in more detail in the Company's Proxy Statement. Stockholders elected all 11 directors nominated by the Board to serve until the 2026 annual meeting. Vote counts for each nominee were broadly favorable, with Edward M. Philip receiving the most against votes (20,634,698) among the nominees. In addition, the ALPA elected Captain Brian Noyes and the IAM elected Richard Johnsen as directors through their respective junior preferred stock rights, each for a term expiring in 2026. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 (274,839,861 for, 3,680,789 against, 713,150 abstain). They approved, on an advisory basis, the compensation of the named executive officers (209,197,421 for, 33,198,371 against, 468,462 abstain). They did not approve a stockholder proposal to eliminate the one-year holding requirement for calling special meetings (43,763,344 for, 192,439,319 against, 6,661,591 abstain).

May 28, 2025 8-K/A

United Airlines Holdings 8-K/A Report, Executive Changes (May 28, 2025)

United Airlines Holdings, Inc. filed Amendment No. 1 to its Original Form 8-K on May 28, 2025 to update its earlier disclosure about the Board of Directors. The Original Form 8-K, filed January 17, 2025, announced that the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International designated Captain Brian Noyes to fill the vacancy left by Captain Anne Worster's departure from the Board, effective January 15, 2025. At that time, the Board had not yet assigned Captain Noyes to any committees. This amendment reports that, effective May 21, 2025, the Board approved the recommendation of the Nominating/Governance Committee to assign Captain Noyes to serve as a member of the Public Responsibility Committee. The filing is limited to this governance update and contains no financial results, operating metrics, or compensation figures. For investors, the filing is a routine board-governance disclosure. It confirms the committee assignment of a pilot-union-designated director and does not indicate any change to the company's financial position, strategy, or outlook.

May 28, 2025 8-K

United Airlines Holdings 8-K Report, Financial Results (Apr 15, 2025)

United Airlines Holdings, Inc. (UAL) reported first-quarter 2025 results in a press release furnished under Item 2.02, describing its results as its best first-quarter financial performance in five years despite a challenging macroeconomic environment. Total operating revenue was $13.2 billion, up 5.4% year over year, and the company reported pre-tax earnings of $478 million (a 3.6% pre-tax margin), with adjusted pre-tax earnings of $391 million (a 3.0% adjusted pre-tax margin). Diluted EPS was $1.16, and adjusted diluted EPS was $0.91. Operating cash flow was $3.7 billion and free cash flow was $2.3 billion for the quarter. Ending available liquidity was $18.3 billion, total debt, finance lease obligations and other financial liabilities were $27.7 billion, and net leverage was 2.0x. The company said it expects resilient earnings in the second quarter and full year 2025 and is removing 4 percentage points of scheduled domestic capacity starting in the third quarter of 2025. Through an Investor Update furnished under Item 7.01, United gave two full-year 2025 adjusted diluted EPS guidance ranges: $11.50 to $13.50 in a stable environment and $7.00 to $9.00 in a recessionary environment, along with estimated second-quarter 2025 adjusted diluted EPS of $3.25 to $4.25. Management also flagged that booking trends have been stable and that the guidance is scenario-based because of an uncertain macroeconomic outlook. For investors, the key takeaways are the quarter's margin and cash generation, year-to-date share repurchases of $451 million, and the wide gap between the two full-year EPS scenarios. The filing also shows total capital expenditures of under $6.5 billion for 2025 and a fleet plan with 1,054 mainline and 428 regional aircraft at year-end 2025.

Apr 15, 2025 8-K

United Airlines Holdings 8-K Report, Regulation FD Disclosure (Jan 31, 2025)

United Airlines Holdings, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on January 31, 2025 to address rumors among certain investors about a potential strategic transaction with another airline. The Company states that it is not in negotiations or discussions with any other airline regarding a merger, acquisition or similar strategic transaction, and has not been in any recent discussions with any airlines regarding the same. In the filing, the Company points to its strong earnings results and outlook provided on January 21, 2025 as evidence of its momentum and "a bright future ahead." The filing does not disclose new financial figures; the earnings details are referenced as having been provided in that earlier communication. The filing is furnished rather than filed under Section 18 of the Exchange Act and includes an extensive forward-looking statements caution covering risks such as fleet and aircraft supply, labor disruptions, fuel prices, leverage and liquidity, and regulatory matters, with references to its Form 10-K for 2023 and Form 10-Q for the quarter ended September 30, 2024.

Jan 31, 2025 8-K

United Airlines Holdings 8-K Report, Financial Results (Jan 21, 2025)

United Airlines Holdings, Inc. (UAL) reported fourth-quarter and full-year 2024 results in a press release furnished as Exhibit 99.1. For full-year 2024, the company reported pre-tax earnings of $4.2 billion with a 7.3% pre-tax margin, and adjusted pre-tax earnings of $4.6 billion with an 8.1% adjusted pre-tax margin. Diluted earnings per share were $9.45, and adjusted diluted earnings per share were $10.61, at the better end of the 2024 guidance range of $9.00 to $11.00. Fourth-quarter pre-tax margin was 8.9%, up 3.2 points year over year, and adjusted pre-tax margin was 9.7%, up 3.5 points. Total operating revenue for the quarter was $14.7 billion, up 7.8%. Full-year 2024 operating cash flow was $9.4 billion and free cash flow was $3.4 billion. Ending available liquidity was $17.4 billion, total debt, finance lease obligations and other financial liabilities were $28.7 billion, and net leverage was 2.4x. The company repurchased approximately $81 million of shares in the fourth quarter and has over $1.4 billion remaining under its authorization. Exhibit 99.2, an Investor Update, provides first-quarter and full-year 2025 guidance. Estimated first-quarter 2025 adjusted diluted EPS is $0.75 to $1.25, and estimated full-year 2025 adjusted diluted EPS is $11.50 to $13.50. Estimated full-year 2025 adjusted total capital expenditures are less than $7 billion. The filing also includes a fleet plan for 2025 projecting 1,054 mainline aircraft and 428 regional aircraft at year end, and a first-quarter 2025 profit sharing accrual of $40 million to $60 million.

Jan 21, 2025 8-K

Corporate ChangesExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (Jan 17, 2025)

United Airlines Holdings, Inc. filed this Current Report on Form 8-K dated January 17, 2025 under Item 5.02, reporting a board change tied to the company's pilot-group governance rights. The filing states that Captain Anne Worster, who had held the director seat designated by the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International (ALPA-MEC), resigned from the Board effective immediately after the Company received notice on January 13, 2025 that she was no longer chairperson of the ALPA-MEC. The filing states her departure was not due to any disagreement with the Company on its operations, policies or practices. On January 15, 2025, ALPA-MEC designated Brian Noyes to fill the vacancy, effective immediately. The Board has not yet designated any committees on which Mr. Noyes will serve. The filing states that, as a director elected by a class of stock other than common stock, Mr. Noyes will receive no cash or equity director compensation but will receive certain other benefits, which are described in the 2024 proxy statement. For investors, the filing is a governance notice with no financial results, guidance or transaction terms. It states there are no arrangements between Mr. Noyes and other persons regarding his appointment, and no related party transactions reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year.

Jan 17, 2025 8-K

United Airlines Holdings 8-K Report, Bylaw Amendment (Dec 18, 2024)

On December 18, 2024, United Airlines Holdings, Inc. filed a Current Report on Form 8-K under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) to disclose the adoption of amended and restated bylaws. On December 12, 2024, the Board of Directors adopted the Amended and Restated Bylaws, effective immediately, as part of a periodic review of the company's bylaws. According to the filing, the amendments align the bylaws with developments in Delaware law and current practice, revise procedural mechanics and disclosure requirements for stockholder director nominations and proposals regarding other business at stockholder meetings, revise general director eligibility, and make other ministerial, technical and conforming changes. The filing states that the summary of these revisions is qualified in its entirety by the full text of the bylaws, which is filed as Exhibit 3.1. The filing contains no financial results, operating metrics or guidance. Its significance for investors is governance-related, mainly in how shareholders may nominate directors and submit proposals at stockholder meetings.

Dec 18, 2024 8-K

Leadership ChangesExhibits & Filings

United Airlines Holdings 8-K Report, Financial Results (Oct 15, 2024)

United Airlines Holdings, Inc. (UAL) reported third-quarter 2024 results on October 15, 2024, with pre-tax earnings of $1.3 billion (8.7% pre-tax margin) and adjusted pre-tax earnings of $1.4 billion (9.7% adjusted pre-tax margin). Diluted earnings per share were $2.90, and adjusted diluted earnings per share were $3.33, ahead of the company's third-quarter guidance of $2.75 to $3.25. Total operating revenue was $14.8 billion, up 2.5% year over year, while net income was $965 million and net leverage was 2.7x. Year-to-date operating cash flow was $7.2 billion and free cash flow was $3.4 billion, per the press release's free cash flow reconciliation. The company announced a new share repurchase program of up to $1.5 billion covering outstanding common stock and warrants originally issued to the U.S. Treasury under the CARES Act and Payroll Support Program, subject to a $500 million aggregate limit through year-end 2024. It is the first buyback since the program was suspended in 2020 due to COVID-19, and management stated it intends this to be the beginning of a consistent and disciplined return of capital. The company is targeting net leverage below 2x in the next few years. In its Investor Update, the company guided to estimated fourth-quarter 2024 adjusted diluted earnings per share of $2.50 to $3.00 and continues to expect full-year 2024 adjusted capital expenditures to be less than $6.5 billion. Management described revenue trends as improving, with domestic unit revenue positive year over year in August and September and corporate revenues up 13% year over year in September.

Oct 15, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (Sep 17, 2024)

United Airlines Holdings, Inc. filed this Current Report on Form 8-K on September 17, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing states that on September 16, 2024, Linda Jojo, Executive Vice President and Chief Customer Officer, informed the Company of her intention to retire, effective January 2, 2025. The filing notes she will have had over a decade of distinguished service with the Company. The filing states that Ms. Jojo will receive retirement benefits in accordance with applicable agreements and Company plans, subject to their terms and conditions. No specific dollar amounts of severance or retirement benefits are disclosed in this filing. The only exhibit listed is Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document. The report was signed by Robert S. Rivkin, Senior Vice President, Chief Legal Officer and General Counsel.

Sep 17, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

United Airlines Holdings 8-K Report, Financial Results (Jul 17, 2024)

United Airlines Holdings, Inc. (UAL) reported second-quarter 2024 results, with pre-tax earnings of $1.7 billion, a pre-tax margin of 11.6%, and diluted earnings per share of $3.96. Excluding special charges and unrealized (gains) losses on investments, adjusted pre-tax earnings were $1.8 billion, an adjusted pre-tax margin of 12.1%, and adjusted diluted earnings per share were $4.14, which the company said was in line with its second-quarter guidance. Total operating revenue was $15.0 billion, up 5.7% year over year, on capacity up 8.3%, while TRASM declined 2.4% and CASM fell 4.8%. Net income was $1.3 billion, and net cash provided by operating activities was $2.9 billion, with free cash flow of $1.9 billion in the quarter. Management said it expects its pre-tax margin for the second quarter to be near the top of the industry and expects the best unit revenue performance among large peers. It cited premium revenue growth of 8.5%, Basic Economy revenue growth of 38%, and higher domestic road warrior market share as revenue diversity advantages. It identified mid-August as an inflection point when published schedule changes show an approximately 3 point decline in industry capacity growth rate, and said it has reduced planned domestic capacity by approximately 3 points in the fourth quarter compared with its previous plan. The company voluntarily prepaid the remaining $1.8 billion balance of its MileagePlus term loan in July, which it said has an interest rate near 11%. It ended the quarter with $18.2 billion of ending available liquidity, total debt and finance lease obligations of $26.6 billion, and trailing twelve month adjusted net debt to adjusted EBITDAR of 2.6x. The Investor Update furnished with the filing guides full-year 2024 adjusted diluted earnings per share of $9.00 to $11.00 and estimates third-quarter 2024 adjusted diluted earnings per share of $2.75 to $3.25, with adjusted total capital expenditures below $6.5 billion for 2024.

Jul 17, 2024 8-K

Material Agreements

United Airlines Holdings 8-K Report, Agreement Terminated (Jul 2, 2024)

On July 2, 2024, United Airlines Holdings, Inc. and United Airlines, Inc. filed a Current Report on Form 8-K under Item 1.02 (Termination of a Material Definitive Agreement) to disclose that the Issuers under the Term Loan Facility voluntarily prepaid the facility in full. The Issuers are Mileage Plus Holdings, LLC ("MPH") and Mileage Plus Intellectual Property Assets, Ltd. ("MIPA"), both subsidiaries of United Airlines, Inc. The facility was originally entered into on July 2, 2020 with Goldman Sachs Bank USA as administrative agent, providing for a term loan of up to $3.0 billion. The Issuers borrowed the full $3.0 billion on that date, with proceeds lent to United after a portion was deposited in a reserve account to cover future interest payments. The filing states that on July 2, 2024, the Issuers prepaid the outstanding principal balance of $1.8 billion, along with all accrued and unpaid interest and fees, and terminated all commitments under the facility. For investors, the filing signals the full retirement of this secured-type term loan tied to the MileagePlus loyalty program's intellectual property assets, with no remaining borrowings or commitments under the facility after the prepayment. The filing does not describe the source of funds or the financial impact of the prepayment.

Jul 2, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (May 29, 2024)

United Airlines Holdings, Inc. filed this Form 8-K dated May 29, 2024 to report the results of its 2024 Annual Meeting of Stockholders, held May 22, 2024. Stockholders approved the Second Amendment to the Amended and Restated 2021 Incentive Compensation Plan, which increases by 2,700,000 the maximum number of shares of common stock authorized for issuance under the plan. The amendment is filed as Exhibit 10.1. Further detail on the plan amendment is in the company's definitive proxy statement filed April 12, 2024, as amended April 23, 2024. At the meeting, all 11 director nominees were elected to terms expiring at the 2025 annual meeting. Each nominee received substantially more votes For than Against. The Air Line Pilots Association (ALPA) and the International Association of Machinists and Aerospace Workers (IAM), holders of junior preferred stock, each elected one director: Captain Anne Worster (ALPA) and Richard Johnsen (IAM). Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024, approved the advisory vote on executive compensation, approved the plan amendment, and approved the Tax Benefits Preservation Plan. The filing is largely procedural and governance-focused. It reports shareholder votes and an expanded equity incentive pool rather than financial results, so its direct financial impact is limited to potential dilution from the additional 2,700,000 authorized shares.

May 29, 2024 8-K

Material AgreementsShareholder MattersExhibits & Filings

United Airlines Holdings 8-K Report, Regulation FD Disclosure (May 28, 2024)

United Airlines Holdings, Inc. (UAL) filed this Current Report on Form 8-K on May 28, 2024 under Item 7.01 (Regulation FD Disclosure) to update its financial outlook for second quarter 2024. The Company states that it continues to expect second quarter 2024 adjusted diluted earnings per share to be between $3.75 and $4.25. The filing does not provide a GAAP diluted EPS target or reconciliation, because the company says it cannot predict the excluded special charges and unrealized (gains) losses on investments without unreasonable efforts. The disclosure is a reaffirmation of existing guidance rather than a change, so the key information for investors is that the adjusted EPS range is unchanged. The filing is furnished rather than filed, meaning it is not subject to Section 18 liabilities and is not incorporated by reference into other Exchange Act or Securities Act filings unless specifically stated. The filing also includes extensive forward-looking statement cautions and non-GAAP disclosure language. It cites risks including fleet and aircraft delivery execution, fuel price volatility, labor disruptions, leverage from fixed obligations, covenant compliance (including MileagePlus financing agreements), and the continued suspension of overflying in Russian airspace and flights to Tel Aviv. Investors are directed to the company's 2023 Form 10-K and Q1 2024 Form 10-Q for full risk factor discussion.

May 28, 2024 8-K

United Airlines Holdings 8-K Report, Material Agreement (Apr 23, 2024)

On April 22, 2024, United Airlines Holdings, Inc. entered into Amendment No. 3 to its Tax Benefits Preservation Plan with Computershare Trust Company, N.A., as rights agent, after the board unanimously approved it on April 20, 2024. The Plan is designed to help protect the Company's ability to recognize certain tax benefits in future periods from net operating losses and other tax attributes. Amendment No. 3 revises the definitions of "Beneficial Owner," "Beneficially Own" and "Beneficial Ownership" under the Plan, along with making other conforming changes. The filing reports this under Item 1.01 (Entry into a Material Definitive Agreement) and Item 3.03 (Material Modification to Rights of Security Holders). The amendment builds on prior changes. The Plan was originally entered into on December 4, 2020 and was scheduled to expire on December 4, 2023. Amendment No. 1 (January 21, 2021) added the January 15, 2021 Warrant Agreement with the U.S. Department of the Treasury to the definition of "Warrant Agreements." Amendment No. 2 (December 4, 2023) added the April 29, 2021 Treasury Warrant Agreement, extended the expiration to the Close of Business on December 4, 2026 (subject to earlier termination events, including if stockholder approval of the Plan, as amended, is not obtained at the Company's 2024 annual meeting), and reduced the exercise price for each one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock from $250.00 to $200.00. For investors, the filing is a governance and legal update to a shareholder rights-style plan rather than a financial results disclosure; it contains no financial statements or operating figures. The filing references the full Plan and amendments, which are incorporated by reference as exhibits to prior registration statements and the 2021 annual report on Form 10-K, and lists Amendment No. 3 as Exhibit 4.1 with the Cover Page Interactive Data File as Exhibit 104.

Apr 23, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

United Airlines Holdings 8-K Report, Financial Results (Apr 16, 2024)

United Airlines Holdings, Inc. (UAL) reported first-quarter 2024 results in a press release furnished as Exhibit 99.1, showing a pre-tax loss of $164 million, an improvement of $92 million over the same quarter last year, and an adjusted pre-tax loss of $79 million, an improvement of $187 million on an adjusted basis. The company stated that these results include an approximately $200 million impact from the Boeing 737 MAX 9 grounding, without which it would have reported a quarterly profit. First-quarter diluted loss per share was $0.38, and adjusted diluted loss per share was $0.15. Total operating revenue was $12.54 billion, up 9.7% from the prior year, and operating cash flow was $2.8 billion, with free cash flow of $1.5 billion. The company continues to expect full-year 2024 adjusted diluted earnings per share of $9 to $11. The company also updated its fleet plan in an Investor Update (Exhibit 99.2). Due to aircraft delivery delays, it now expects 61 narrowbody and 5 widebody aircraft deliveries in 2024, and approximately 100 narrowbody deliveries per year on average from 2025 through 2027. The Investor Update provides second-quarter 2024 adjusted diluted EPS guidance of $3.75 to $4.25 and estimated adjusted total capital expenditures of approximately $6.5 billion for second-quarter 2024 and $7 billion to $9 billion per year for 2025 through 2027. Management indicated that a small number of aircraft scheduled to enter service in the second quarter may slip into the third quarter, which is expected to have minimal impact on capacity. Balance sheet metrics at March 31, 2024 included total debt and finance lease obligations of $27.2 billion, ending available liquidity of $16.9 billion, and a trailing twelve-month adjusted net debt to adjusted EBITDAR ratio of 2.7x. The company also reported a tentative four-year contract extension with the Teamsters covering 9,700 aircraft technicians, with an earnings call scheduled for April 17, 2024.

Apr 16, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (Apr 1, 2024)

United Airlines Holdings, Inc. (UAL) filed a Form 8-K on April 1, 2024 reporting two board changes. The Board, on March 29, 2024, elected Michelle Freyre as a director effective April 1, 2024, increasing the Board size from 14 to 15 directors. She was determined to be independent under Nasdaq and the company's Corporate Governance Guidelines standards and was assigned to the Finance Committee and the Public Responsibility Committee. She will receive standard non-employee director compensation, prorated for her start date, and will stand for election by stockholders at the next Annual Meeting. The filing also discloses that directors Carolyn Corvi and James A. C. Kennedy notified the Board on March 28 and March 29, 2024, respectively, that they will retire and resign at the end of their current terms, effective as of the 2024 Annual Meeting of Stockholders. The filing states that neither departure resulted from any disagreement with the company on its operations, policies or practices. The accompanying Exhibit 99.1 is a press release dated April 1, 2024 announcing Freyre's appointment. It describes her background as President, Global Brands, Clinique and Origins at The Estée Lauder Companies, and her prior 20 years at Johnson & Johnson. The release also notes that Rosalind Brewer was added to the Board earlier in 2024. The information in Item 7.01 is furnished rather than filed.

Apr 1, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (Mar 4, 2024)

United Airlines Holdings, Inc. filed this Form 8-K on March 4, 2024 under Item 5.02 to report a leadership change in its accounting function. The Board of Directors appointed Brigitte Bokemeier, previously Assistant Controller of United, as Vice President, Controller and principal accounting officer of the Company, effective March 1, 2024. Ms. Bokemeier, age 47, has been with the Company for over 19 years and has served as Assistant Controller since October 2023. The Compensation Committee approved her compensation adjustments on February 29, 2024, including a short-term target incentive equal to 70% of base salary and a long-term target incentive equal to 90% of base salary, effective for the 2024 annual long-term incentive grants. She also received a promotional equity award with a total target value of $191,131, granted 50% as time-based restricted share units and 50% as performance-based restricted share units. Her 2024 short-term incentive will be pro-rated to reflect the change in base salary and target incentive. Christopher T. Kenny stepped down as Controller and principal accounting officer effective on the same date, and will provide transition services until June 3, 2024. The filing states that his departure was not the result of any disagreement with the Company on its operations, policies or practices.

Mar 4, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (Feb 28, 2024)

United Airlines Holdings, Inc. (Nasdaq: UAL) reported in this Form 8-K dated February 28, 2024 that its Board of Directors elected Rosalind Brewer as a director, effective immediately, with a term running to the Company's next Annual Meeting of Stockholders, at which she will be a nominee for election. The Board was increased from 13 to 14 directors in connection with the appointment. The Board determined Ms. Brewer is independent under Nasdaq standards and the Company's Corporate Governance Guidelines, and assigned her to the Compensation Committee and the Finance Committee. Ms. Brewer will receive compensation as a non-employee director under the Company's standard arrangement, prorated for her start date. The filing refers to the 2022 non-employee director compensation program described in the proxy statement for the 2023 Annual Meeting. The filing states there were no arrangements or understandings under which she was elected and no reportable related party transactions since the beginning of the last fiscal year. The filing also furnishes a press release (Exhibit 99.1) announcing the appointment. The release describes Ms. Brewer's prior roles as President and CEO of Walgreens Boots Alliance, Inc., Chief Operating Officer of Starbucks Corporation, and President and CEO of Sam's Club, a division of Walmart Inc. Item 7.01 information is furnished rather than filed.

Feb 28, 2024 8-K/A

Material AgreementsFinancial EventsExhibits & Filings

United Airlines Holdings 8-K/A Report, Executive Changes (Feb 28, 2024)

United Airlines Holdings, Inc. filed this Amendment No. 1 to its Current Report on Form 8-K to report a board committee assignment for a newly added director. The Original Form 8-K, filed January 22, 2024, announced that the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International designated Captain Anne Worster to fill the board vacancy created by the departure of Captain Garth Thompson, effective February 27, 2024. At the time, the Board had not yet designated committees for Captain Worster. This filing states that, effective February 28, 2024, the Board approved the recommendation of the Nominating/Governance Committee to assign Captain Worster to serve as a member of the Public Responsibility Committee. Except for this committee assignment, the Original Form 8-K is unchanged. The filing contains no financial results, compensation terms, or operational metrics. Its significance for investors is limited to governance: it confirms the composition of the Board and the committee structure following the pilot-designated director appointment.

Feb 28, 2024 8-K

United Airlines Holdings 8-K Report, Material Agreement (Feb 22, 2024)

On February 15, 2024, United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. entered into an Amended and Restated Revolving Credit and Guaranty Agreement, which amends and restates the Existing Credit Facility dated April 21, 2021. The revolving loan commitments total up to $2.865 billion, an increase of $1.115 billion in borrowing capacity. Of this, $2.7 billion of commitments are from Extending Lenders maturing February 15, 2029, and $165 million from 2024 Non-Extending Lenders maturing April 21, 2025. No drawings had been made under the revolver as of the report date. On February 22, 2024, United also entered into Amendment No. 2 to its Term Loan Credit and Guaranty Agreement. United used $1.37 billion of available cash to partially prepay the existing term loans, which had an outstanding principal of $3.87 billion, and borrowed a new $2.5 billion term loan to prepay the remaining balance. The new term loans bear interest at Term SOFR plus a margin of 2.75%, which is 1.00% lower than the prior margin, and mature on February 22, 2031, with 1.00% annual amortization payable quarterly beginning June 30, 2024. Both facilities are secured on a senior basis by specified collateral, including route authorities, landing and take-off slots, and airport terminal space rights. The facilities carry a minimum Collateral Coverage Ratio of 1.60:1 and a minimum liquidity requirement of $2.0 billion, and they cap additional Priority Lien Debt at the greater of $11.0 billion or a level tied to collateral coverage ratios. Investors should note the repricing and extension of liquidity capacity, along with the expanded secured debt framework.

Feb 22, 2024 8-K

United Airlines Holdings 8-K Report, Financial Results (Jan 22, 2024)

United Airlines Holdings, Inc. (UAL) furnished a press release reporting fourth-quarter and full-year 2023 results, along with an Investor Update posted to its investor relations website, both filed under Items 2.02 and 7.01. For full-year 2023, the company reported diluted earnings per share of $7.89 and adjusted diluted earnings per share of $10.05, meeting its initial full-year target of $10 to $12 set at the start of 2023. Total operating revenue for the year was $53.7 billion, up 19.5% from 2022, and net income was $2.6 billion. Fourth-quarter diluted EPS was $1.81 and adjusted diluted EPS was $2.00, with total operating revenue of $13.6 billion, up 9.9% year over year. Ending available liquidity was $16.1 billion, and adjusted net debt to adjusted EBITDAR was 2.9x. The Investor Update provides preliminary guidance for first-quarter and full-year 2024. Estimated adjusted diluted EPS is ($0.85) to ($0.35) for 1Q 2024 and $9.00 to $11.00 for full-year 2024. TRASM is estimated to be roughly flat year over year in 1Q 2024, and CASM-ex is estimated to rise by mid-single digits. The company estimates the Boeing 737 MAX 9 grounding will add approximately 3 percentage points of incremental CASM-ex in the first quarter. Full-year 2024 adjusted capital expenditures are estimated at about $9 billion. The filing also reports $814 million of labor contract ratification bonuses recorded in 2023 under agreements with the Air Line Pilots Association and the International Association of Machinists & Aerospace Workers. Full-year 2023 special charges totaled $949 million, and profit sharing expense was $681 million.

Jan 22, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (Jan 22, 2024)

United Airlines Holdings, Inc. filed this Form 8-K on January 22, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports a board change tied to the Air Line Pilots Association, International's Master Executive Council (ALPA-MEC), which holds the right under the company's Amended and Restated Certificate of Incorporation to elect, remove, and replace one director through its Class Pilot MEC Junior Preferred Stock. Captain Garth Thompson, who had served as the ALPA-MEC director since January 24, 2023, notified the company on December 21, 2023 that he would resign from the Board effective February 27, 2024. On January 16, 2024, the ALPA-MEC designated Captain Anne Worster to fill the resulting vacancy, effective February 27, 2024. The Board has not yet assigned Captain Worster to any committees. The filing states that Captain Worster, as a director elected by a class of stock other than common stock, will receive no cash or equity director compensation, but will receive certain travel and charitable contribution benefits described in the 2023 proxy statement. The filing also states there are no related party transactions reportable under Item 404(a) of Regulation S-K and no arrangements beyond the ALPA-MEC's rights. The change is governance-related and does not contain financial results.

Jan 22, 2024 8-K

United Airlines Holdings 8-K Report, Executive Changes (Dec 28, 2023)

United Airlines Holdings, Inc. filed this Form 8-K on December 28, 2023 under Item 5.02 (Departure of Directors or Certain Officers). The filing reports that Captain Garth Thompson, who has held the director seat designated by the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International (ALPA-MEC) since January 24, 2023, notified the Company on December 21, 2023 that he will resign from the Board effective February 29, 2024, when his term as master chair of the ALPA-MEC concludes. The filing states that Captain Thompson's departure is not due to any disagreement with the Company on its operations, policies or practices, and the Company thanked him for his Board service. Under Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA-MEC, holder of the Class Pilot MEC Junior Preferred Stock, has the right to elect this director at each annual meeting, remove the director with or without cause, and fill vacancies in the seat. As of the filing date, the ALPA-MEC had not yet notified the Company of its designee to fill the upcoming vacancy. The filing contains no financial results or operating metrics; its significance for investors is primarily governance-related, concerning board composition and the pilot union's continuing representation on the Board.

Dec 28, 2023 8-K

Material AgreementsShareholder MattersExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (Dec 22, 2023)

United Airlines Holdings, Inc. filed this Form 8-K on December 22, 2023 under Item 5.02, disclosing a leadership transition. On December 21, 2023, Greg Hart, Executive Vice President and Special Advisor of United Airlines, Inc. and a named executive officer of the Company, informed United and the Company of his intention to retire in 2024. In connection with this announcement, the Company, United and Mr. Hart entered into a Retirement and Transition Agreement on December 21, 2023. Under the agreement, Mr. Hart will provide continuing services to support the transfer of responsibilities and the execution of the United Next growth strategy, and will voluntarily retire on September 30, 2024, or an earlier date agreed by the parties. His target compensation remains unchanged through his retirement date, and his 2024 short-term incentive award stays outstanding and is eligible for pro-rata vesting subject to performance conditions. His other incentive awards receive retirement treatment under their award agreements. The filing states that retirement benefits and incentive award retirement provisions were described in the Company's 2023 Proxy Statement filed April 13, 2023. Mr. Hart remains subject to non-solicitation, non-competition and no-hire restrictive covenants.

Dec 22, 2023 8-K

United Airlines Holdings 8-K Report, Material Agreement (Dec 4, 2023)

On December 4, 2023, United Airlines Holdings, Inc. entered into Amendment No. 2 to its Tax Benefits Preservation Plan with Computershare Trust Company, N.A., as rights agent. The board unanimously approved the amendment on December 1, 2023. The original plan, dated December 4, 2020 and amended January 21, 2021, was scheduled to expire at the close of business on December 4, 2023. Amendment No. 1 had added a Treasury warrant agreement and extended the expiration; this amendment adds a second Treasury warrant agreement dated April 29, 2021 to the plan's definition of Warrant Agreements, extends the expiration to the close of business on December 4, 2026 (subject to earlier termination, including if stockholder approval of the amendment has not been obtained at the Company's 2024 annual meeting), and reduces the exercise price for each one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock from $250.00 to $200.00. The filing is a material modification to the rights of security holders, disclosed under Item 3.03. The plan is designed to protect the Company's tax benefits, such as net operating loss carryforwards, by discouraging acquisitions of large ownership stakes that could limit their use. The filing does not state the plan's specific trigger thresholds beyond what is described above. The full text of the plan and amendment is incorporated by reference to exhibits filed with the SEC. For investors, the key takeaways are the three-year extension of the rights plan and the lower exercise price, both of which affect the potential dilution mechanics for shareholders if the plan is triggered. The provision requiring stockholder approval at the 2024 annual meeting means the extension could end early if shareholders do not approve it.

Dec 4, 2023 8-K

Other EventsExhibits & Filings

United Airlines Holdings 8-K Report, Corporate Update (Nov 20, 2023)

On November 20, 2023, United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. (together, the Company) filed an Item 8.01 Other Events report describing four warrant agreements issued to the U.S. Department of the Treasury under pandemic-era federal support programs. The warrants were issued under the Payroll Support Program (April 20, 2020), the Loan Program under Section 4003(b) of the CARES Act (September 28, 2020), the PSP2 program (January 15, 2021), and the PSP3 program under Section 7301 of the American Rescue Plan Act of 2021 (April 29, 2021). Warrants to purchase 4,763,841, 1,650,794, 2,011,924 and 1,501,790 shares of common stock were respectively issued under these agreements, for a total of up to 9,928,349 shares underlying the Warrants. To facilitate resale, UAL filed a shelf registration statement on Form S-3 (File No. 333-275664) on the filing date, which covers sales of UAL common stock and warrants by the Company and by selling security holders. Concurrently, UAL filed a prospectus supplement registering the resale of the Warrants by one or more selling security holders, along with the resale of up to 9,928,349 shares of common stock issuable upon exercise of those Warrants. The filing states this was done to satisfy registration rights granted to Treasury under the Warrant Agreements, and Sidley Austin LLP, counsel to UAL, issued a legal opinion (Exhibit 5.1) on the registered securities. The filing is largely administrative and does not report new financial results, revenue, earnings, or changes to the Company's operations. For investors, the principal significance is the potential future issuance of up to 9,928,349 common shares upon warrant exercise, and the increased possibility of resale of these securities in the market, which could affect the share supply. The filing does not state the exercise price or the current status of exercise.

Nov 20, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

United Airlines Holdings 8-K Report, Financial Results (Oct 17, 2023)

United Airlines Holdings, Inc. (UAL) filed this Form 8-K on October 17, 2023 to furnish its third-quarter 2023 earnings press release (Exhibit 99.1) and an Investor Update with fourth-quarter 2023 guidance (Exhibit 99.2). The company reported third-quarter total operating revenue of $14.5 billion, up 12.5% year-over-year, with pre-tax income of $1.5 billion (10.3% pre-tax margin) and diluted EPS of $3.42. On an adjusted basis, pre-tax income was $1.6 billion (10.8% margin) and diluted EPS was $3.65. Net income was $1.1 billion, and the company reported Q3 operating expense growth of 11.6%, with CASM down 3.6% and CASM-ex up 2.6%. International demand was a key driver. Revenue in the Atlantic region rose 15% year-over-year, and the company described record profits in both the Atlantic and Pacific regions. Premium product revenue grew 20% year-over-year and accounts for more than half of passenger revenue. Trailing twelve-month adjusted net debt to adjusted EBITDAR was 2.5x, and the company reported free cash flow, net of financings, of $2.7 billion for the first nine months of 2023 (versus $2.6 billion a year earlier). Nine-month net cash from operations was $7.8 billion. Looking ahead, the Investor Update guides fourth-quarter 2023 capacity up approximately 15.5% (or ~14.0% if Tel Aviv flight suspension continues through year-end), total operating revenue up approximately 10.5% (or ~9.0%), CASM-ex up approximately 3.5% (or ~5.0%), average fuel price of approximately $3.28 per gallon, and adjusted diluted EPS of approximately $1.80 (or ~$1.50 under the extended suspension). Management planned to update full-year 2023 financial targets on the October 18, 2023 earnings call.

Oct 17, 2023 8-K

United Airlines Holdings 8-K Report, Material Agreement (Oct 4, 2023)

United Airlines Holdings, Inc. (UAL) disclosed on October 4, 2023 that its subsidiary United Airlines, Inc. entered into two aircraft purchase agreements. On September 28, 2023, United exercised options to buy 50 Boeing 787-9 aircraft under Purchase Agreement No. 04815, scheduled for delivery between 2028 and 2031, and received options for up to 50 more Boeing 787s with deliveries in the same window. On September 29, 2023, United exercised purchase rights for 60 Airbus A321neo aircraft under the A320 Family Purchase Agreement, scheduled for delivery between 2028 and 2030, and received purchase rights for up to 40 additional A321neos at the end of the decade. The company says these agreements build on the United Next plan and add flexibility to its long-term fleet. The Item 7.01 disclosure sets out United's firm aircraft and non-aircraft capital commitments as of August 31, 2023, adjusted for the new orders, totaling $62.2 billion through 2033. By period, the commitments are $5.2 billion for the remainder of 2023, $8.6 billion in 2024, $8.0 billion in 2025, and $40.4 billion after 2025. The commitments include aircraft, related spare engines, aircraft improvements and all non-aircraft capital commitments. The accompanying press release states that United expects to take delivery of about 800 new narrowbody and widebody aircraft between 2023 and the end of 2032. For investors, the filing shows a multi-year fleet investment program that adds larger aircraft and gauge growth, with the company expecting 75% of its fleet to be new-generation by 2030. The filing also flags risks, including supplier dependence on a limited number of aircraft manufacturers, the possibility of less economic aircraft orders, and the costs of modifying or terminating orders, as well as broader airline industry, fuel and labor risks.

Oct 4, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (Sep 22, 2023)

United Airlines Holdings, Inc. (UAL) filed a Form 8-K on September 22, 2023 to announce a leadership change in its finance function. On September 21, 2023, the Board of Directors appointed Michael D. Leskinen as Executive Vice President and Chief Financial Officer, effective that day. Leskinen, age 44, has served as Vice President, Investor Relations and Corporate Development of United Airlines, Inc. since April 2019, and as President of United Airlines Ventures, Ltd. since 2021. The appointment follows the previously disclosed transition plan under which Gerald Laderman, the prior CFO, became Executive Vice President, Finance. The Compensation Committee approved Leskinen's compensation, including an annual base salary of $700,000, a short-term target incentive equal to 120% of base salary, and a 2024 long-term incentive opportunity equal to 350% of base salary. He also received one-time promotional equity awards with a total target value of $1.6 million, split 50% performance-based RSUs for the period ending December 31, 2025 and 50% time-vested RSUs vesting in one-third increments on February 28, 2024, 2025 and 2026. A press release dated September 22, 2023 (Exhibit 99.1) announces the promotion. It states that Leskinen will oversee corporate finance, treasury, financial planning and analysis, tax, accounting, investor relations, procurement, internal audit, risk management and corporate strategy, and will join the airline's Executive Team. The release also states that Laderman will remain EVP, Finance until his planned retirement in September 2024.

Sep 22, 2023 8-K

United Airlines Holdings 8-K Report, Regulation FD Disclosure (Sep 6, 2023)

United Airlines Holdings, Inc. (UAL) filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to update its financial outlook for third quarter 2023. Since mid-July 2023, jet fuel prices have climbed over 20%, and the Company now expects its third quarter 2023 all-in fuel price to be between $2.95 and $3.05 per gallon, with jet fuel prices stated as of September 1, 2023. The Company continues to expect third quarter 2023 capacity, operating revenue and CASM-ex to be consistent with the guidance it provided on July 19, 2023, in its third quarter 2023 Investor Update. The fuel-cost revision is the central new information for investors, since fuel is a major operating cost for airlines and the update affects expected margins even though the other guided metrics are unchanged. The filing is furnished rather than filed, so it is not subject to Section 18 liabilities under the Exchange Act, and it includes standard forward-looking statement cautions. The filing also notes that the Company does not reconcile forward-looking non-GAAP measures to GAAP and refers to CASM-ex, a non-GAAP measure that excludes fuel expense, profit sharing, third-party business expenses and special charges.

Sep 6, 2023 8-K

United Airlines Holdings 8-K Report, Financial Results (Jul 19, 2023)

United Airlines Holdings, Inc. (UAL) reported second-quarter 2023 results in a press release furnished as Exhibit 99.1. The company reported quarterly earnings per share of $3.24 and a pre-tax margin of 9.8%, and on an adjusted basis, earnings per share of $5.03 and a pre-tax margin of 15.3%, which the release describes as records. Total operating revenue was $14.2 billion, up 17.1% from second-quarter 2022, on capacity growth of 17.5%. Net income was $1.1 billion and adjusted net income was $1.7 billion. The trailing twelve months adjusted net debt to adjusted EBITDAR ratio was 2.4x, which the company says is back to 2019 levels and ahead of its full-year 2023 target of less than 3x. The company raised full-year 2023 adjusted EPS guidance to $11 to $12, up from the previous $10 to $12 range. The Investor Update furnished as Exhibit 99.2 projects third-quarter 2023 adjusted EPS of $3.85 to $4.35, third-quarter total operating revenue growth of 10% to 13%, and full-year 2023 capacity growth of approximately 18%. It also estimates full-year adjusted capital expenditures of roughly $8.5 billion for the third quarter alone, with fuel prices of $2.50 to $2.80 per gallon for the quarter. Second-quarter results include $813 million of labor contract ratification bonuses and $765 million of expense tied to a pilot agreement in principle relating to wages for 2022 and prior years. The release emphasizes strong recovery in international and domestic demand, a $1.3 billion EETC offering, and prepayment of $1 billion of high-coupon debt. Management attributes the results to its United Next strategy, which includes upgauging the fleet and expanding mid-continent hub connectivity.

Jul 19, 2023 8-K

Leadership ChangesExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (Jun 20, 2023)

United Airlines Holdings, Inc. filed this Current Report on Form 8-K dated June 20, 2023, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing announces that the strategic team assembled to lay the foundation for the Company's United Next growth strategy has demonstrated capacity for critical planning and execution and is ready to re-integrate into the Company's operations. Team members will continue to support execution of the growth strategy while further improving operational alignment and execution efficiencies. As part of this restructuring, effective July 1, 2023, Gregory Hart, Executive Vice President and Chief Growth Officer, will move into an advisory role, providing guidance to the Company on near and long-term strategic issues. The filing contains no financial results, dollar figures, or quantitative guidance. For investors, the filing is primarily an organizational update about leadership roles tied to the United Next strategy. It signals a change in the Chief Growth Officer's responsibilities rather than a departure from the Company, and it indicates the strategy team is being integrated into core operations.

Jun 20, 2023 8-K

United Airlines Holdings 8-K Report, Executive Changes (May 31, 2023)

United Airlines Holdings, Inc. disclosed in this Form 8-K (Items 5.02 and 9.01) that Executive Vice President and Chief Financial Officer Gerald Laderman informed the company on May 24, 2023 of his plans to retire in 2024 after more than three decades of service. The company will launch an external search for his successor. Under a Retirement and Transition Agreement dated May 25, 2023, Laderman will remain CFO until his successor's appointment effective date, then serve as Executive Vice President, Finance, and voluntarily retire on September 30, 2024 or an earlier date agreed by the parties. The agreement states that his target compensation is unchanged through retirement, his 2024 short-term incentive award remains outstanding and is eligible for pro-rata vesting subject to performance conditions, and his other incentive awards receive retirement treatment under their award agreements. He will also provide continuing services supporting the transfer of responsibilities, the filing of the company's 2023 annual report, and the United Next growth strategy and related aircraft acquisition and financing arrangements. Restrictive covenants covering non-solicitation, non-competition and no-hire continue to apply. The filing attaches the agreement as Exhibit 10.1 and an employee communication dated May 31, 2023 as Exhibit 99.1. That communication describes Laderman as a key architect of the company's aircraft financing, including the first EETC financing for new aircraft and a $6 billion financing using MileagePlus as collateral, and notes his role in negotiating the largest narrow-body and widebody orders in the company's history.

May 31, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

United Airlines Holdings 8-K Report, Executive Changes (May 30, 2023)

United Airlines Holdings, Inc. filed this Current Report on Form 8-K dated May 30, 2023, to report the results of its 2023 Annual Meeting of Stockholders, held May 24, 2023. Stockholders approved the First Amendment to the Amended and Restated 2021 Incentive Compensation Plan, which increases by 2,200,000 the maximum number of shares of common stock authorized for issuance under that plan. Stockholders also approved the Amended and Restated 2006 Director Equity Incentive Plan, which increases authorized shares by 300,000 and makes certain administrative changes. Both plan descriptions are qualified by the full plan texts, filed as Exhibits 10.1 and 10.2. All 11 nominated directors were elected to terms expiring at the 2024 annual meeting. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2023. In a nonbinding advisory vote, stockholders approved the compensation of named executive officers, though the vote was more contested, with 173,344,143 votes for and 25,814,456 against. Stockholders also voted, on an advisory basis, for annual future say-on-pay votes, and the company has decided to hold them annually at least until the next required frequency vote. For investors, the filing is primarily governance-related. It documents expanded equity capacity for employee and director compensation and a stockholder-endorsed shift to annual say-on-pay votes. The amount of votes against certain director nominees, notably Edward M. Philip (21,973,713 against) and Laysha Ward (18,364,271 against), and the executive compensation vote, indicate a meaningful level of stockholder dissent on those matters.

May 30, 2023 8-K

United Airlines Holdings 8-K Report, Financial Results (Apr 18, 2023)

United Airlines Holdings, Inc. (UAL) reported first-quarter 2023 results in a press release furnished under Item 2.02, showing a net loss of $194 million and an adjusted net loss of $207 million, compared with a net loss of $1,377 million in the first quarter of 2022. Total operating revenue rose 51.1% to $11.4 billion, with capacity (ASMs) up 23.4%. Diluted loss per share was $0.59, and adjusted diluted loss per share was $0.63. The company said it recorded a record-high quarterly operating cash flow of over $3 billion, with net cash provided by operating activities of $3,142 million. The company reiterated its full-year 2023 adjusted diluted EPS target of $10 to $12. In the Investor Update furnished under Item 7.01, United guided to second-quarter 2023 adjusted diluted EPS of $3.50 to $4.00, estimated capacity growth of about 18.5% year over year, total operating revenue growth of 14% to 16%, and average aircraft fuel prices of $2.80 to $3.00 per gallon. For full-year 2023, it guided to capacity growth in the high teens, CASM-ex roughly flat, adjusted capital expenditures of about $8.5 billion, and adjusted net debt to adjusted EBITDAR below 3.0x. The company noted that CASM-ex guidance includes roughly 4.5 points of impact from new labor contracts, and that it reached a tentative agreement with the IAM covering nearly 30,000 employees, with voting expected in early May. The filing also reports that adjusted total debt fell by $4.6 billion over the last twelve months, to $38.6 billion at March 31, 2023. Cash and cash equivalents were $7,634 million and short-term investments were $9,522 million at quarter end. The filing's results include a pre-tax loss of $256 million, and the company stated its outlook remains subject to macroeconomic risks and labor negotiations with pilots and flight attendants.

Apr 18, 2023 8-K

United Airlines Holdings 8-K Report, Regulation FD Disclosure (Mar 13, 2023)

United Airlines Holdings, Inc. (UAL) furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to update its first quarter 2023 financial outlook. The Company now expects an adjusted diluted loss per share of between $0.60 and $1.00 for the first quarter 2023, compared with prior guidance of $0.50 to $1.00 in earnings per share. The change is driven primarily by an accrual for a potential new collective bargaining agreement with pilots represented by the Air Line Pilots Association, which shifts expense from the second quarter 2023 into the first quarter, and by higher fuel prices. The Company now expects first quarter 2023 average fuel price of $3.31 to $3.41 per gallon, versus the prior $3.19, and first quarter adjusted pre-tax margin of (2%)-(3%), versus the prior ~3%. Revenue and capacity guidance moved in both directions. First quarter total operating revenue is now expected to be up approximately 51% versus 2022, above the prior approximately 50%, and capacity is expected to be up about 23%, versus the prior approximately 20%. However, total revenue per available seat mile (TRASM) is now expected to rise 22% to 23% versus the prior approximately 25%, as lower-demand months such as January and February grew less than higher-demand months. The Company said second quarter 2023 total operating revenue is now expected to be up in the mid-teens versus second quarter 2022, which it attributes to the seasonality shift and to booked yields and revenue substantially above 2019 levels. Full-year 2023 guidance is unchanged: adjusted pre-tax margin of approximately 9%, adjusted diluted earnings per share of $10 to $12, and CASM-ex of approximately flat versus 2022, including the expected impact of all anticipated new labor contracts. The Company also noted it is seeing strong demand and that its operational reliability continues to lead the industry.

Mar 13, 2023 8-K/A

United Airlines Holdings 8-K/A Report, Regulation FD Disclosure (Mar 13, 2023)

United Airlines Holdings, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to update its first quarter 2023 guidance. The company estimates adjusted pre-tax margin of (2%)-(4%) for 1Q 2023 and adjusted diluted earnings (loss) per share of ($0.60)-($1.00). Both figures are non-GAAP measures that exclude operating and non-operating special charges (credits) and unrealized (gains) losses on investments, net. The filing states that the company does not provide targets or reconciliations to the most directly comparable GAAP measures, pre-tax margin and diluted earnings (loss) per share, because it cannot reliably predict the excluded items without unreasonable efforts. Investors should therefore treat the guidance as supplemental to GAAP results rather than a substitute for them. The filing is furnished rather than filed for purposes of Section 18 of the Exchange Act. It includes extensive forward-looking statement cautions, citing risks such as fuel prices, labor disruptions, supplier dependence, financial leverage, and liquidity, and it refers readers to the risk factors in the company's 2022 Form 10-K.

Mar 13, 2023 8-K

United Airlines Holdings 8-K Report, Executive Changes (Jan 27, 2023)

United Airlines Holdings, Inc. filed this Form 8-K under Item 5.02 to report a change in its Board of Directors. Captain Michael Hamilton, who had held the board seat designated for the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International (ALPA-MEC) since March 2022, resigned from the Board after resigning as chairperson of the ALPA-MEC in December 2022. On January 24, 2023, ALPA designated Captain Garth Thompson to fill the vacancy, effective immediately. The Board has not yet designated any committees on which Captain Thompson will serve. As a director elected by a class of stock other than common stock, he will receive no cash or equity director compensation, but will be entitled to certain travel and charitable contribution benefits. The filing states there are no arrangements or understandings between Captain Thompson and any other persons regarding his appointment, and no related party transactions reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year. The filing does not report any financial results.

Jan 27, 2023 8-K