What changed in this filing

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Item 1. Financial Statements

2024-10-16 compared with 2024-07-18 · 130 added, 104 removed, 559 unchanged (30% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

33 unchanged sentences

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

9 unchanged sentences

(In millions, except shares)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

29 unchanged sentences

(In millions, except shares)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

LIABILITIES AND STOCKHOLDERS' EQUITY

26 unchanged sentences

authorized 1,000,000,000 shares;

outstanding 328,832,139 and 328,018,739 shares at June 30, 2024 and December 31, 2023, respectively

outstanding 328,846,178 and 328,018,739 shares at September 30, 2024 and December 31, 2023, respectively

Additional capital invested 8,945 8,992

8 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Other, net ( 211 ) ( 17 )

Net cash provided by (used in) investing activities 1,575 ( 3,427 )

Net cash used in investing activities ( 936 ) ( 5,363 )

Cash Flows from Financing Activities:

1 unchanged sentence

Payments of long-term debt, finance leases and other financing liabilities ( 8,792 ) ( 3,423 )

Repurchase of common stock ( 82 ) —

Other, net ( 19 ) ( 31 )

9 unchanged sentences

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet:

Current assets:

Cash and cash equivalents $ 8,812 $ 7,478

10 unchanged sentences

Shares Amount

Balance at March 31, 2024 328.8 $ 4 $ 8,973 $ ( 3,372 ) $ 3,664 $ ( 81 ) $ 9,188

Balance at June 30, 2024 328.8 $ 4 $ 9,001 $ ( 3,368 ) $ 4,986 $ ( 97 ) $ 10,526

Net income — — — — 965 — 965

1 unchanged sentence

Stock-settled share-based compensation — — 41 — — — 41

Repurchases of common stock ( 2.0 ) — — ( 82 ) — — ( 82 )

Share issued for settlement of warrants 2.0 — ( 96 ) 150 ( 54 ) — —

Stock issued for share-based awards, net of shares withheld for tax — — ( 1 ) 1 ( 1 ) — ( 1 )

Balance at June 30, 2024 328.8 $ 4 $ 9,001 $ ( 3,368 ) $ 4,986 $ ( 97 ) $ 10,526

Balance at September 30, 2024 328.8 $ 4 $ 8,945 $ ( 3,299 ) $ 5,896 $ ( 109 ) $ 11,437

Balance at December 31, 2023 328.0 $ 4 $ 8,992 $ ( 3,441 ) $ 3,831 $ ( 62 ) $ 9,324

2 unchanged sentences

Stock-settled share-based compensation — — 97 — — — 97

Repurchases of common stock ( 2.0 ) — — ( 82 ) — — ( 82 )

Share issued for settlement of warrants 2.0 — ( 96 ) 150 ( 54 ) — —

Stock issued for share-based awards, net of shares withheld for tax 0.8 — ( 48 ) 74 ( 45 ) — ( 19 )

Balance at September 30, 2024 328.8 $ 4 $ 8,945 $ ( 3,299 ) $ 5,896 $ ( 109 ) $ 11,437

Balance at June 30, 2023 328.0 $ 4 $ 8,945 $ ( 3,442 ) $ 2,095 $ 103 $ 7,705

Balance at March 31, 2023 328.0 $ 4 $ 8,926 $ ( 3,443 ) $ 1,020 $ 161 $ 6,668

Net income — — — — 1,137 — 1,137

1 unchanged sentence

Stock-settled share-based compensation — — 23 — — — 23

Stock issued for share-based awards, net of shares withheld for tax — — ( 2 ) 1 — — ( 1 )

Balance at June 30, 2023 328.0 $ 4 $ 8,945 $ ( 3,442 ) $ 2,095 $ 103 $ 7,705

Balance at September 30, 2023 328.0 $ 4 $ 8,968 $ ( 3,442 ) $ 3,232 $ 91 $ 8,853

Balance at December 31, 2022 326.9 $ 4 $ 8,986 $ ( 3,534 ) $ 1,265 $ 175 $ 6,896

3 unchanged sentences

Stock issued for share-based awards, net of shares withheld for tax 1.1 — ( 73 ) 92 ( 51 ) — ( 32 )

Balance at June 30, 2023 328.0 $ 4 $ 8,945 $ ( 3,442 ) $ 2,095 $ 103 $ 7,705

Balance at September 30, 2023 328.0 $ 4 $ 8,968 $ ( 3,442 ) $ 3,232 $ 91 $ 8,853

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

31 unchanged sentences

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

9 unchanged sentences

(In millions, except shares)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

28 unchanged sentences

(In millions, except shares)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

LIABILITIES AND STOCKHOLDER'S EQUITY

25 unchanged sentences

authorized 1,000 shares;

issued and outstanding 1,000 shares at both June 30, 2024 and December 31, 2023

issued and outstanding 1,000 shares at both September 30, 2024 and December 31, 2023

Additional capital invested 579 482

8 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Other, net ( 211 ) ( 17 )

Net cash provided by (used in) investing activities 1,575 ( 3,427 )

Net cash used in investing activities ( 936 ) ( 5,363 )

Cash Flows from Financing Activities:

11 unchanged sentences

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet:

Current assets:

Cash and cash equivalents $ 8,812 $ 7,478

8 unchanged sentences

Other Comprehensive Income (Loss) Payable to Parent Total

Balance at March 31, 2024 $ 507 $ 6,212 $ ( 81 ) $ 2,520 $ 9,158

Balance at June 30, 2024 $ 538 $ 7,536 $ ( 97 ) $ 2,518 $ 10,495

Net income — 965 — — 965

1 unchanged sentence

Stock-settled share-based compensation 41 — — — 41

Impact of UAL share repurchase — — — ( 82 ) ( 82 )

Other — — — ( 1 ) ( 1 )

Balance at June 30, 2024 $ 538 $ 7,536 $ ( 97 ) $ 2,518 $ 10,495

Balance at September 30, 2024 $ 579 $ 8,501 $ ( 109 ) $ 2,435 $ 11,406

Balance at December 31, 2023 $ 482 $ 6,336 $ ( 62 ) $ 2,538 $ 9,294

2 unchanged sentences

Stock-settled share-based compensation 97 — — — 97

Impact of UAL share repurchase — — — ( 82 ) ( 82 )

Other — — — ( 21 ) ( 21 )

Balance at September 30, 2024 $ 579 $ 8,501 $ ( 109 ) $ 2,435 $ 11,406

Balance at June 30, 2023 $ 435 $ 4,597 $ 103 $ 2,539 $ 7,674

Balance at March 31, 2023 $ 414 $ 3,522 $ 161 $ 2,539 $ 6,636

Net income — 1,138 — — 1,138

1 unchanged sentence

Stock-settled share-based compensation 23 — — — 23

Balance at June 30, 2023 $ 435 $ 4,597 $ 103 $ 2,539 $ 7,674

Balance at September 30, 2023 $ 458 $ 5,735 $ 91 $ 2,539 $ 8,823

Balance at December 31, 2022 $ 403 $ 3,716 $ 175 $ 2,571 $ 6,865

3 unchanged sentences

Other — — — ( 32 ) ( 32 )

Balance at June 30, 2023 $ 435 $ 4,597 $ 103 $ 2,539 $ 7,674

Balance at September 30, 2023 $ 458 $ 5,735 $ 91 $ 2,539 $ 8,823

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

17 unchanged sentences

The Company's quarterly financial data is subject to seasonal fluctuations.

Historically its second and third quarter financial results have reflected higher travel demand and were better than its first and fourth quarter financial results.

Historically its second and third quarter financial results have reflected higher travel demand than its first and fourth quarter financial results.

NOTE 1 — REVENUE

2 unchanged sentences

Department of Transportation) (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

7 unchanged sentences

The Company defers amounts related to future travel in its Advance ticket sales liability account.

All tickets sold at any given point in time have travel dates through the next 12 months.

All tickets sold at any given point in time have travel dates through the subsequent 12 months.

The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue and any changes in estimates in proportion to the usage of the related tickets.

To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns.

In the six months ended June 30, 2024 and 2023, the Company recognized approximately $ 5.0 billion and $ 4.6 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

In the nine months ended September 30, 2024 and 2023, the Company recognized approximately $ 5.2 billion and $ 5.3 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Ancillary Fees.

The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel.

The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passenger travel.

This includes fees for baggage, premium seats, inflight amenities and other ticket-related fees.

These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs.

The Company recorded $ 1.2 billion and $ 2.2 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2024, respectively.

The Company recorded $ 1.0 billion and $ 1.9 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2023, respectively.

The Company recorded $ 1.1 billion and $ 3.3 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2024, respectively.

The Company recorded $ 1.1 billion and $ 3.0 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2023, respectively.

Frequent Flyer Accounting.

The table below presents a roll forward of Frequent flyer deferred revenue (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

Total Frequent flyer deferred revenue - ending balance $ 7,371 $ 7,076 $ 7,371 $ 7,076

In the three and six months ended June 30, 2024, the Company recognized, in Other operating revenue, $ 0.7 billion and $ 1.5 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our JPMorgan Chase Bank, N.A.

In the three and nine months ended September 30, 2024, the Company recognized, in Other operating revenue, $ 0.7 billion and $ 2.2 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our JPMorgan Chase Bank, N.A.

MileagePlus co-brand agreement.

The Company recognized $ 0.7 billion and $ 1.3 billion, respectively, in the three and six months ended June 30, 2023, related to those agreements.

The Company recognized $ 0.7 billion and $ 2.0 billion, respectively, in the three and nine months ended September 30, 2023, related to those agreements.

The portion related to the MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an increase to the Frequent flyer deferred revenue.

2 unchanged sentences

The following table shows the computation of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of UAL's potential common stock (in millions, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

9 unchanged sentences

Employee stock awards 0.7 0.6 0.5 0.6

(a) Represent warrants for purchase up to approximately 10 million shares of UAL common stock at exercise prices ranging from $ 31.50 to $ 53.92 and expiration dates ranging from April 20, 2025 to June 10, 2026.

These warrants were originally issued to the U.S.

Treasury Department ("Treasury") pursuant to the payroll support program, including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act.

Treasury sold these warrants at an auction held on June 6, 2024.

All warrants were outstanding as of June 30, 2024.

(b) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.

(a) See discussion below for more information about these Warrants.

(b) Weighted-average potentially dilutive securities outstanding are excluded from the computation of diluted earnings per share because the securities would have an antidilutive effect.

In 2020 and 2021, the Company issued to the United States Department of the Treasury (the "U.S.

Treasury") warrants (the "Warrants") to purchase 9,928,349 shares of UAL common stock in connection with the Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021 ("PSP2"), the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021 ("PSP3"), and the Airline Loan Program established under Division A, Title IV, Subtitle A of the CARES Act.

In August 2024, the holder of the Warrants exercised 6,414,635 , or 65 %, of the Warrants, with an exercise price of $ 31.50 , in a net share settlement for 2,043,906 shares of UAL common stock.

As of September 30, 2024, the Company had the below Warrants outstanding:

Warrant Description Number of Shares of UAL Common Stock

Exercise Price Expiration Dates

PSP2 Warrants 2,011,924 $ 43.26 1/15/2026 — 4/29/2026

PSP3 Warrants 1,501,790 53.92 4/29/2026 — 6/10/2026

Total 3,513,714

In August 2024, the Company repurchased, through open market repurchases following the exercise of the Warrants described above, 2,043,906 shares of UAL common stock, which was recorded as an approximately $ 82 million increase to Stock held in treasury, at cost.

These share repurchases were executed outside a publicly announced plan or program using cash resources.

On October 15, 2024, the Company announced that its Board of Directors ("Board") authorized a new share repurchase program, allowing for purchases of up to $ 1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $ 500 million in the aggregate through 2024.

Unless suspended or terminated earlier by the Board, this program has no set expiration date and will therefore terminate when the Company has completed all purchases authorized under the program.

The specific timing and number of shares of UAL common stock or Warrants purchased will be determined by the Company's management at its discretion and will vary based on the capital needs of the business, the market price of UAL common stock, general market conditions, securities law limitations and other factors.

The purchases may be effected through a combination of one or more open market and privately negotiated transactions (including under trading plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as well as transactions structured through investment banking institutions and other derivative transactions (including through one or more accelerated share repurchase programs).

NOTE 3 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

Pension and Other Postretirement Liabilities Investments and Other Deferred Taxes (a) Total

Balance at March 31, 2024 $ 267 $ ( 6 ) $ ( 342 ) $ ( 81 )

Balance at June 30, 2024 $ 245 $ ( 5 ) $ ( 337 ) $ ( 97 )

Changes in value ( 5 ) 15 ( 2 ) 8

Amounts reclassified to earnings ( 25 ) (b) — 5 ( 20 )

Balance at June 30, 2024 $ 245 $ ( 5 ) $ ( 337 ) $ ( 97 )

Balance at September 30, 2024 $ 215 $ 10 $ ( 334 ) $ ( 109 )

Balance at December 31, 2023 $ 289 $ ( 4 ) $ ( 347 ) $ ( 62 )

1 unchanged sentence

Amounts reclassified to earnings ( 75 ) (b) — 16 ( 59 )

Balance at September 30, 2024 $ 215 $ 10 $ ( 334 ) $ ( 109 )

Balance at June 30, 2023 $ 539 $ ( 39 ) $ ( 397 ) $ 103

Balance at March 31, 2023 $ 582 $ ( 8 ) $ ( 413 ) $ 161

Changes in value 7 10 ( 3 ) 14

Amounts reclassified to earnings ( 33 ) (b) — 7 ( 26 )

Balance at June 30, 2023 $ 539 $ ( 39 ) $ ( 397 ) $ 103

Balance at September 30, 2023 $ 513 $ ( 29 ) $ ( 393 ) $ 91

Balance at December 31, 2022 $ 626 $ ( 35 ) $ ( 416 ) $ 175

1 unchanged sentence

Amounts reclassified to earnings ( 103 ) (b) — 22 ( 81 )

Balance at June 30, 2023 $ 539 $ ( 39 ) $ ( 397 ) $ 103

Balance at September 30, 2023 $ 513 $ ( 29 ) $ ( 393 ) $ 91

(a) Includes approximately $ 285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished.

3 unchanged sentences

NOTE 4 — INCOME TAXES

The Company's effective tax rates for the three and six months ended June 30, 2024 were 23.9 % and 23.9 %, respectively.

The Company's effective tax rates for the three and six months ended June 30, 2023 were 22.5 % and 22.1 %, respectively.

The Company's effective tax rates for the three and nine months ended September 30, 2024 were 25.0 % and 24.4 %, respectively.

The Company's effective tax rates for the three and nine months ended September 30, 2023 were 23.4 % and 22.9 %, respectively.

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.

1 unchanged sentence

Defined Benefit Pension and Other Postretirement Benefit Plans.

The Company's net periodic benefit cost includes the following components for the three months ended June 30 (in millions):

The Company's net periodic benefit cost includes the following components for the three months ended September 30 (in millions):

Pension Benefits Other Postretirement Benefits Affected Line Item

6 unchanged sentences

Amortization of unrecognized (gain) loss 4 2 ( 7 ) ( 9 ) Miscellaneous, net

Amortization of prior service credit — — ( 24 ) ( 28 ) Miscellaneous, net

Amortization of prior service (credit) cost — 1 ( 23 ) ( 28 ) Miscellaneous, net

Other 1 1 — — Miscellaneous, net

Total $ 26 $ 26 $ ( 20 ) $ ( 26 )

The Company's net periodic benefit cost includes the following components for the six months ended June 30 (in millions):

The Company's net periodic benefit cost includes the following components for the nine months ended September 30 (in millions):

Pension Benefits Other Postretirement Benefits Affected Line Item

6 unchanged sentences

Amortization of unrecognized (gain) loss 14 6 ( 20 ) ( 28 ) Miscellaneous, net

Amortization of prior service credit — — ( 47 ) ( 56 ) Miscellaneous, net

Amortization of prior service (credit) cost — 1 ( 70 ) ( 84 ) Miscellaneous, net

Other 1 2 — — Miscellaneous, net

2 unchanged sentences

The table below presents disclosures about the financial assets and liabilities measured at fair value on a recurring basis in UAL's financial statements (in millions):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

6 unchanged sentences

Corporate Debt 2,402 — 2,402 — — — — —

Other fixed-income securities 50 — 50 — — — — —

Long-term investments:

10 unchanged sentences

Carrying amounts include any related discounts, premiums and issuance costs:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

7 unchanged sentences

Equity Method Investments.

As of June 30, 2024, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $ 231 million.

As of September 30, 2024, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $ 235 million.

Significant equity method investments are described below:

2 unchanged sentences

("Republic").

Republic currently operates 65 regional aircraft under capacity purchase agreements ("CPAs") that have terms through 2035.

Republic currently operates 65 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2036.

• CommuteAir LLC.

United owns a 40 % minority ownership stake in CommuteAir LLC.

CommuteAir currently operates 53 regional aircraft under a CPA that has a term through 2026.

CommuteAir currently operates 55 regional aircraft under a CPA with United that has a term through 2026.

• United Airlines Ventures Sustainable Flight Fund (the "Fund").

2 unchanged sentences

Other Investments.

As of June 30, 2024, United has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air carrier doing business as JSX, as well as a number of companies with emerging technologies and sustainable solutions.

As of September 30, 2024, United has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air carrier doing business as JSX, as well as a number of companies with emerging technologies and sustainable solutions.

None of these investments have readily determinable fair values.

We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer.

As of June 30, 2024, the carrying value of these investments was $ 423 million.

As of September 30, 2024, the carrying value of these investments was $ 344 million.

Notes Receivable.

As of June 30, 2024, the Company has $ 86 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers.

As of September 30, 2024, the Company has $ 85 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers.

The current portions of the notes receivable are recorded in Receivables, less allowance for credit losses.

1 unchanged sentence

NOTE 7 — COMMITMENTS AND CONTINGENCIES

As of June 30, 2024, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.

As of September 30, 2024, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S.

("Airbus") as presented in the table below:

Contractual Aircraft Deliveries (b) Expected Aircraft Deliveries (c)

Contractual Aircraft Deliveries Expected Aircraft Deliveries (b)

Aircraft Type Number of Firm

Commitments (a) Last Six Months

of 2024 2025 After 2025 Last Six Months

Commitments (a) Last Three Months

of 2024 2025 After 2025 Last Three Months

of 2024 2025 After 2025

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(a) United also has options and purchase rights for additional aircraft.

(b) Contractual aircraft deliveries reflect an agreement United entered into with Airbus on July 16, 2024 to adjust delivery schedules for the A321neo ("Airbus Agreement").

(c) Expected aircraft deliveries reflect adjustments to contractual delivery schedules as communicated by Boeing and Airbus or estimated by United.

(b) Expected aircraft deliveries reflect adjustments to contractual delivery schedules as communicated by Boeing and Airbus, as otherwise agreed between the relevant parties, or as estimated by United.

However, aircraft deliveries are subject to a number of variables, as further described in Part I, Item 1A.

2 unchanged sentences

The amount and timing of the Company's future capital commitments could change to the extent that:

(i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders;

(i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders;

(ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries;

3 unchanged sentences

The Company is accounting for these arrangements as a reduction to the cost basis of the previously-delivered Boeing 737 MAX 9 aircraft and future deliveries of the Boeing 737 MAX 9 and Boeing 737 MAX 10 aircraft, which will reduce future depreciation expense associated with these aircraft.

The table below summarizes United's firm commitments as of June 30, 2024, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments.

Aircraft commitments are based on contractual scheduled aircraft deliveries without any adjustments communicated by Boeing and Airbus or estimated by United but reflecting the Airbus Agreement and the April 14, 2024 arrangements between United and Boeing.

The table below summarizes United's firm commitments as of September 30, 2024, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments.

Aircraft commitments are based on contractual scheduled aircraft deliveries.

(in billions)

Last six months of 2024 $ 5.6

Last three months of 2024 $ 4.1

After 2028 27.8

In the second quarter of 2024, the Company signed letters of intent to enter into future leasing arrangements with major aircraft leasing companies for 40 Airbus A321neo aircraft with expected deliveries in 2026 and 2027.

In July 2024, the Company entered into definitive agreements to lease 35 of the 40 Airbus A321neo aircraft, which will commence between 2026 and 2027.

As of the filing date of this report, we have leases of approximately $ 3.7 billion for several mainline aircraft, regional aircraft under CPAs, airport facility and office space leases, none of which had commenced as of such date.

In the third quarter of 2024, the Company entered into definitive agreements with major aircraft leasing companies to lease 40 Airbus A321neo aircraft with expected deliveries in 2026 and 2027.

As of September 30, 2024, we had entered into leases with rental obligations of approximately $ 4.0 billion for several mainline aircraft, regional aircraft under CPAs, airport facilities and office space, none of which had commenced as of such date.

These leases will commence between 2024 and 2027 with lease terms of up to 12 years.

Regional CPAs .

During the six months ended June 30, 2024 , United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those carriers and to modify the terms for certain aircraft.

During the nine months ended September 30, 2024, United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those carriers, modify the terms for certain aircraft, and modify service entry dates for certain previously grounded aircraft.

Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict.

2 unchanged sentences

The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates.

United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier, or deemed to be leased from other regional carriers, and facility rent.

United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier, or

deemed to be leased from other regional carriers, and facility rent.

For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate.

Based on these assumptions as of June 30, 2024 , our estimated future payments through the end of the terms of our CPAs are presented in the table below :

Based on these assumptions as of September 30, 2024 , our estimated future payments through the end of the terms of our CPAs are presented in the table below :

(in billions)

Last six months of 2024 $ 1.3

Last three months of 2024 $ 0.7

After 2028 4.7

As of June 30, 2024, United is the guarantor of approximately $ 1.9 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon.

As of September 30, 2024, United is the guarantor of approximately $ 1.8 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon.

These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies.

1 unchanged sentence

All of these bonds are due between 2027 and 2041.

As of June 30, 2024, United is the guarantor of $ 70 million of aircraft mortgage debt issued by one of United's regional carriers.

As of September 30, 2024, United is the guarantor of $ 66 million of aircraft mortgage debt issued by one of United's regional carriers.

The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.

1 unchanged sentence

In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs.

At June 30, 2024, the Company had $ 10.3 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions.

At September 30, 2024, the Company had $ 8.5 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions.

In several financing transactions involving loans or leases from non-U.S.

1 unchanged sentence

entities to withholding taxes, subject to customary exclusions.

As of June 30, 2024, the Company had approximately 106,000 employees, of whom approximately 82 % were represented by various U.S.

As of September 30, 2024, the Company had approximately 106,500 employees, of whom approximately 82 % were represented by various U.S.

labor organizations.

On February 23, 2024, United's International Association of Machinists and Aerospace Workers ("IAM") represented security guards in California and central load planners ratified new collective bargaining agreements.

On February 23, 2024, United's International Association of Machinists and Aerospace Workers ("IAM"), which represents security guards in California and central load planners, ratified new collective bargaining agreements.

The ratified agreements are effective through 2025.

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On February 15, 2024, the Company entered into an Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility"), increasing the borrowing capacity by $ 1.115 billion, which may be drawn upon until February 15, 2029, in the case of any Revolving Loans (as defined in the Revolving Credit Facility) made by the Extending Lenders (as defined in the Revolving Credit Facility), and April 21, 2025, in the case of any Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility).

The revolving loan commitments of the Extending Lenders equal $ 2.7 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $ 165 million.

On April 16, 2024, the Company further increased the revolving loan commitments of the Extending Lenders by $ 100 million.

Following such increase, the revolving loan

commitments of the Extending Lenders equal $ 2.8 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $ 165 million.

As of September 30, 2024, we had $ 2.965 billion undrawn and available under the Revolving Credit Facility.

The Revolving Loans, if any, bear interest at a variable rate equal to Term SOFR (as defined in the Revolving Credit Facility), generally subject to a floor, plus a credit adjustment spread described in the Revolving Credit Facility, or, at United's election, another rate based on certain market interest rates, also generally subject to a floor, in each case plus a variable margin ranging from 3.00 % to 3.50 %, in the case of Term SOFR loans, and 2.00 % to 2.50 %, in the case of loans at other market rates.

On April 16, 2024, the Company increased the revolving loan commitments of the Extending Lenders by $ 100 million.

The revolving loan commitments of the Extending Lenders now equal $ 2.8 billion and the revolving loan commitments of the 2024 Non-Extending Lenders remain $ 165 million.

As of June 30, 2024, we had $ 2.965 billion undrawn and available under the Revolving Credit Facility.

On February 22, 2024, the Company also entered into Amendment No.

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The remaining balance of the Term Loans will mature and be due and payable on February 22, 2031.

The table below presents the Company's contractual principal payments (not including $ 249 million of unamortized debt discount, premiums and debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements (in millions):

Last six months of 2024 $ 3,349

On July 2, 2024, the Company voluntarily prepaid in full the outstanding principal balance of the term loan facility of the MileagePlus Financing, which was $ 1.8 billion, in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder.

Equipment Notes.

On August 5, 2024, the Company and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under certain pass through trusts newly formed by the Company, entered into the Note Purchase Agreement (the "Note Purchase Agreement").

The Note Purchase Agreement provides for the issuance by the Company of equipment notes (the "Equipment Notes") in the aggregate principal amount of approximately $ 1.4 billion secured by 48 Boeing aircraft delivered new from the manufacturer from October 2010 to December 2023 (collectively, the "Aircraft").

Pursuant to the Note Purchase Agreement, on August 5, 2024, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each Aircraft entered into by the Company and Wilmington Trust, National Association, as mortgagee.

Each Indenture provides for the issuance of Equipment Notes in two series:

Series AA, bearing interest at the rate of 5.450 % per annum, and Series A, bearing interest at the rate of 5.875 % per annum, in aggregate principal amounts equal to $ 969 million and $ 385 million , respectively.

The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2024-1AA, and Pass Through Certificates, Series 2024-1A, issued by two pass through trusts newly-formed by the Company.

The interest on the Equipment Notes is payable semi-annually on each February 15 and August 15, beginning on February 15, 2025.

The principal payments on the Equipment Notes are scheduled on February 15 and August 15 of each year, beginning on February 15, 2025 for certain Equipment Notes and August 15, 2025 for the remaining Equipment Notes.

The final payments on the Equipment Notes will be due on or prior to February 15, 2037.

The table below presents the Company's contractual principal payments (not including $ 212 million of unamortized debt discount, premiums and debt issuance costs) as of September 30, 2024 under then-outstanding long-term debt agreements (in millions):

Last three months of 2024 $ 900

After 2028 13,011

During the six months ended June 30, 2024, United borrowed $ 0.9 billion aggregate principal amount from financial institutions to finance the purchase of aircraft.

During the nine months ended September 30, 2024, United borrowed $ 995 million aggregate principal amount from financial institutions to finance the purchase of aircraft.

The notes evidencing these borrowings, which are secured by the related aircraft, mature between 2034 and 2036 and bear interest at variable rates equal to Term SOFR plus a margin of up to 2.00 %.

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock.

As of June 30, 2024, UAL and United were in compliance with their respective debt covenants.

On July 2, 2024, the Company voluntarily prepaid in full the outstanding principal balance of the term loan facility of the MileagePlus Financing, which was $ 1.8 billion as of June 30, 2024, in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder .

As of September 30, 2024, UAL and United were in compliance with their respective debt covenants.

NOTE 9 — SPECIAL CHARGES

For the three and six months ended June 30, operating and nonoperating special charges and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended

June 30, Six Months Ended

For the three and nine months ended September 30, operating and nonoperating special charges and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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(Gains) losses on sale of assets and other special charges .

During the three and six months ended June 30, 2024, the Company incurred $ 36 million and $ 49 million, respectively, of charges primarily consisting of a write down to fair market value for assets held for sale, losses on the disposal of assets, a settlement related to a certain pilot long term disability plan, accelerated depreciation on assets with shortened lives and write-off of certain international slots no longer in use, which were partially offset by a gain from a favorable outcome related to a certain contract dispute as well as gains on sales of assets.

During the three and nine months ended September 30, 2024, the Company recorded $ 5 million of gains and $ 44 million of charges, respectively.

The charges included a write down to fair market value for assets held for sale, losses on the disposal of assets, a settlement related to a certain pilot long term disability plan, accelerated depreciation on assets with shortened lives and write-off of certain international slots no longer in use, which were partially offset by a gain from a favorable outcome related to a certain contract dispute as well as gains on sales of assets.

Nonoperating unrealized (gains) losses on investments, net.

During the three and six months ended June 30, 2024, the Company recorded losses of $ 33 million and $ 70 million, respectively, primarily related to the change in the market value of its investments in equity securities.

During the three and nine months ended September 30, 2024, the Company recorded losses of $ 90 million and $ 160 million, respectively, primarily related to the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees .

During the six months ended June 30, 2024, the Company recorded $ 35 million of charges primarily related to the refinancing of its 2021 term loans.

During the three and nine months ended September 30, 2024, the Company recorded $ 75 million of charges related to the prepayment in full of the outstanding principal balance of the term loan facility of the MileagePlus Financing in July 2024.

During the nine months ended September 30, 2024, the Company also recorded charges of $ 35 million relating to the refinancing of its 2021 term loans in February 2024.

(Gains) losses on sale of assets and other special charges.

During the three and six months ended June 30, 2023, the Company recorded $ 46 million and $ 60 million, respectively, of net charges primarily comprised of reserves for various legal matters, accelerated depreciation related to certain of the Company's assets that were retired early and other gains and losses on the sale of assets.

During the three and nine months ended September 30, 2023, the Company recorded $ 28 million and $ 88 million, respectively, of net charges primarily comprised of reserves for various legal matters, accelerated depreciation related to certain of the Company's assets that were retired early, an impairment of flight training equipment that was sold and other gains and losses on the sale of assets.

Labor contract ratification bonuses.

During the three and six months ended June 30, 2023, the Company recorded $ 813 million of expense associated with an Agreement in Principle with its employees represented by the Air Line Pilots Association and ratified contracts with the IAM.

During the nine months ended September 30, 2023, the Company recorded $ 814 million of expense related to agreements with its employees represented by the Air Line Pilots Association and IAM and other work groups.

Nonoperating unrealized (gains) losses on investments, net.

During the three and six months ended June 30, 2023, the Company recorded gains of $ 84 million and $ 108 million, respectively, primarily related to the change in the market value of its investments in equity securities.

During the three and nine months ended September 30, 2023, the Company recorded losses of $ 54 million and gains of $ 54 million, respectively, primarily related to the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees .

During the three and six months ended June 30, 2023, the Company recorded $ 11 million of charges primarily related to the prepayment of $ 1.0 billion of the outstanding principal amount under a 2021 term loan facility.

During the nine months ended September 30, 2023, the Company recorded $ 11 million of charges primarily related to the prepayment of $ 1.0 billion of the outstanding principal amount under a 2021 term loan facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements