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Item 1. Financial Statements

2025-04-16 compared with 2024-10-16 · 187 added, 387 removed, 302 unchanged (66% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

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

2024 2023 2024 2023

Three Months Ended March 31,

Operating revenue:

Passenger $ 13,561 $ 13,349 $ 38,554 $ 36,625

Cargo 417 333 1,222 1,093

Other 865 802 2,592 2,373

Passenger revenue $ 11,860 $ 11,313

Cargo revenue 429 391

Other operating revenue 923 835

Total operating revenue 13,213 12,539

8 unchanged sentences

Aircraft rent 51 43

Special charges ( 5 ) 29 44 902

Other 2,304 2,158 6,663 5,989

Special charges (credits) ( 108 ) 13

Other operating expenses 2,326 2,148

Total operating expense 12,605 12,440

4 unchanged sentences

Interest capitalized 48 61

Unrealized gains (losses) on investments, net ( 90 ) ( 54 ) ( 160 ) 54

Unrealized losses on investments, net ( 21 ) ( 37 )

Miscellaneous, net 36 ( 10 )

Total nonoperating expense, net ( 129 ) ( 263 )

Income before income tax expense 1,286 1,485 2,861 2,616

Income tax expense 321 348 697 598

Net income $ 965 $ 1,137 $ 2,164 $ 2,018

Earnings per share, basic $ 2.93 $ 3.47 $ 6.58 $ 6.16

Earnings per share, diluted $ 2.90 $ 3.42 $ 6.49 $ 6.08

Income (loss) before income taxes 478 ( 164 )

Income tax expense (benefit) 91 ( 40 )

Net income (loss) $ 387 $ ( 124 )

Earnings (loss) per share, basic $ 1.18 $ ( 0.38 )

Earnings (loss) per share, diluted $ 1.16 $ ( 0.38 )

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

2 unchanged sentences

(In millions)

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

2024 2023 2024 2023

Net income $ 965 $ 1,137 $ 2,164 $ 2,018

Three Months Ended March 31,

Net income (loss) $ 387 $ ( 124 )

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Total other comprehensive loss, net of tax ( 23 ) ( 19 )

Total comprehensive income, net $ 953 $ 1,125 $ 2,117 $ 1,934

Total comprehensive income (loss), net $ 364 $ ( 143 )

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

2 unchanged sentences

(In millions, except shares)

September 30, 2024 December 31, 2023

Current assets:

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 9,370 $ 8,769

Short-term investments 5,960 5,706

Restricted cash 36 31

Receivables, less allowance for credit losses (2024 — $ 21 ;

2023 — $ 18 )

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $ 788 ;

2023 — $ 689 )

Receivables, net 2,288 2,163

Aircraft fuel, spare parts and supplies, net 1,601 1,572

Prepaid expenses and other 928 673

Total current assets 20,148 18,883

Operating property and equipment:

Flight equipment 50,933 48,448

Other property and equipment 11,865 10,527

Purchase deposits for flight equipment 3,414 3,550

Total operating property and equipment 66,212 62,525

Less — Accumulated depreciation and amortization ( 24,532 ) ( 22,710 )

Total operating property and equipment, net 41,680 39,815

Operating property and equipment, net 43,430 42,908

Operating lease right-of-use assets 4,092 3,815

Other assets:

Goodwill 4,527 4,527

Intangibles, less accumulated amortization (2024 — $ 1,355 ;

2023 — $ 1,495 )

Restricted cash 180 245

Investments in affiliates and other, less allowance for credit losses (2024 — $ 32 ;

2023 — $ 38 )

Total other assets 8,607 8,888

Intangible assets, net 2,676 2,683

Investments in affiliates and other, net 1,239 1,267

Total noncurrent assets 55,963 55,200

Total assets $ 76,111 $ 74,083

(continued on next page)

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)

September 30, 2024 December 31, 2023

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 4,694 $ 4,193

2 unchanged sentences

Frequent flyer deferred revenue 3,473 3,403

Current maturities of long-term debt 3,279 4,018

Current maturities of long-term debt, finance leases, and other financial liabilities 3,265 3,453

Current maturities of operating leases 506 467

Current maturities of finance leases 87 172

Current maturities of other financial liabilities 69 57

Other 990 948

Total current liabilities 25,798 23,314

Long-term debt 22,207 25,057

Long-term debt, finance leases, and other financial liabilities 24,398 25,203

Long-term obligations under operating leases 4,756 4,510

Long-term obligations under finance leases 89 91

Other liabilities and deferred credits:

Frequent flyer deferred revenue 4,118 4,038

Pension liability 1,030 968

Postretirement benefit liability 594 637

Pension and postretirement benefit liability 1,252 1,233

Deferred income taxes 1,624 1,580

Other financial liabilities 2,705 2,265

Other 1,549 1,530

Total other liabilities and deferred credits 11,110 9,926

Total noncurrent liabilities 37,697 38,094

Commitments and contingencies

3 unchanged sentences

authorized 1,000,000,000 shares;

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

outstanding 327,494,648 and 327,899,771 shares at March 31, 2025 and December 31, 2024, respectively

Additional capital invested 8,813 8,980

1 unchanged sentence

Retained earnings 7,137 6,880

Accumulated other comprehensive loss ( 109 ) ( 62 )

Accumulated other comprehensive income 164 188

Total stockholders' equity 12,616 12,675

4 unchanged sentences

(In millions)

Nine Months Ended September 30,

Cash Flows from Operating Activities:

Three Months Ended March 31,

Operating Activities:

Net cash provided by operating activities $ 3,710 $ 2,848

Cash Flows from Investing Activities:

Investing Activities:

Capital expenditures, net of flight equipment purchase deposit returns ( 1,233 ) ( 1,366 )

3 unchanged sentences

Other, net ( 35 ) ( 4 )

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

Cash Flows from Financing Activities:

Proceeds from issuance of debt and other financing liabilities, net of discounts and fees 5,302 1,685

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

Repurchase of common stock ( 82 ) —

Net cash provided by (used in) investing activities ( 1,462 ) 1,441

Financing Activities:

Proceeds from issuance of debt and other financial liabilities, net of discounts and fees ( 3 ) 3,111

Payments of long-term debt, finance leases and other financial liabilities ( 1,011 ) ( 5,031 )

Repurchases of common stock ( 349 ) —

Other, net ( 94 ) ( 18 )

4 unchanged sentences

Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt, finance leases and other $ ( 159 ) $ 677

Right-of-use assets acquired through operating leases 376 470

Lease modifications and lease conversions 117 438

Investment interests received in exchange for loans, goods and services 18 25

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

Right-of-use assets acquired or modified through operating leases $ 419 $ 145

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 1 ) 1

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

Cash and cash equivalents $ 9,370 $ 8,401

Restricted cash — Current 36 392

Restricted cash — Non-Current 180 240

Restricted cash in Prepaid expenses and other 200 40

Restricted cash in Investments in affiliates and other, net 167 244

Total cash, cash equivalents and restricted cash $ 9,737 $ 8,685

7 unchanged sentences

Shares Amount

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

Net income — — — — 965 — 965

Other comprehensive loss — — — — — ( 12 ) ( 12 )

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

Balance at December 31, 2024 327.9 $ 4 $ 8,980 $ ( 3,377 ) $ 6,880 $ 188 $ 12,675

3 unchanged sentences

Repurchases of common stock ( 3.8 ) — — ( 356 ) — — ( 356 )

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

Stock issued for settlement of warrants 1.8 — ( 99 ) 133 ( 34 ) — —

Stock issued for share-based awards, net of shares withheld for tax 1.6 — ( 96 ) 98 ( 96 ) — ( 94 )

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

Net income — — — — 1,137 — 1,137

Other comprehensive loss — — — — — ( 12 ) ( 12 )

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

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

Balance at March 31, 2025 327.5 $ 4 $ 8,813 $ ( 3,502 ) $ 7,137 $ 164 $ 12,616

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

Net income — — — — 2,018 — 2,018

Net loss — — — — ( 124 ) — ( 124 )

Other comprehensive loss — — — — — ( 19 ) ( 19 )

1 unchanged sentence

Stock issued for share-based awards, net of shares withheld for tax 0.8 — ( 44 ) 69 ( 43 ) — ( 18 )

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

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

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

2 unchanged sentences

(In millions)

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

2024 2023 2024 2023

Three Months Ended March 31,

Operating revenue:

Passenger $ 13,561 $ 13,349 $ 38,554 $ 36,625

Cargo 417 333 1,222 1,093

Other 865 802 2,592 2,373

Passenger revenue $ 11,860 $ 11,313

Cargo revenue 429 391

Other operating revenue 923 835

Total operating revenue 13,213 12,539

8 unchanged sentences

Aircraft rent 51 43

Special charges ( 5 ) 29 44 902

Other 2,304 2,158 6,662 5,988

Special charges (credits) ( 108 ) 13

Other operating expenses 2,326 2,148

Total operating expense 12,605 12,440

4 unchanged sentences

Interest capitalized 48 61

Unrealized gains (losses) on investments, net ( 90 ) ( 54 ) ( 160 ) 54

Unrealized losses on investments, net ( 21 ) ( 37 )

Miscellaneous, net 36 ( 10 )

Total nonoperating expense, net ( 129 ) ( 263 )

Income before income tax expense 1,286 1,486 2,862 2,618

Income tax expense 321 348 697 599

Net income $ 965 $ 1,138 $ 2,165 $ 2,019

Income (loss) before income taxes 479 ( 164 )

Income tax expense (benefit) 91 ( 40 )

Net income (loss) $ 388 $ ( 124 )

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

2 unchanged sentences

(In millions)

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

2024 2023 2024 2023

Net income $ 965 $ 1,138 $ 2,165 $ 2,019

Three Months Ended March 31,

Net income (loss) $ 388 $ ( 124 )

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Total other comprehensive loss, net of tax ( 23 ) ( 19 )

Total comprehensive income, net $ 953 $ 1,126 $ 2,118 $ 1,935

Total comprehensive income (loss), net $ 365 $ ( 143 )

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

2 unchanged sentences

(In millions, except shares)

September 30, 2024 December 31, 2023

Current assets:

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 9,370 $ 8,769

Short-term investments 5,960 5,706

Restricted cash 36 31

Receivables, less allowance for credit losses (2024 — $ 21 ;

2023 — $ 18 )

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $ 788 ;

2023 — $ 689 )

Receivables, net 2,288 2,163

Aircraft fuel, spare parts and supplies, net 1,601 1,572

Prepaid expenses and other 928 673

Total current assets 20,148 18,883

Operating property and equipment:

Flight equipment 50,933 48,448

Other property and equipment 11,865 10,527

Purchase deposits for flight equipment 3,414 3,550

Total operating property and equipment 66,212 62,525

Less — Accumulated depreciation and amortization ( 24,532 ) ( 22,710 )

Total operating property and equipment, net 41,680 39,815

Operating property and equipment, net 43,430 42,908

Operating lease right-of-use assets 4,092 3,815

Other assets:

Goodwill 4,527 4,527

Intangibles, less accumulated amortization (2024 — $ 1,355 ;

2023 — $ 1,495 )

Restricted cash 180 245

Investments in affiliates and other, less allowance for credit losses (2024 — $ 32 ;

Total other assets 8,607 8,888

Intangible assets, net 2,676 2,683

Investments in affiliates and other, net 1,239 1,267

Total noncurrent assets 55,963 55,200

Total assets $ 76,111 $ 74,083

(continued on next page)

UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)

September 30, 2024 December 31, 2023

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:

Accounts payable $ 4,694 $ 4,193

2 unchanged sentences

Frequent flyer deferred revenue 3,473 3,403

Current maturities of long-term debt 3,279 4,018

Current maturities of long-term debt, finance leases, and other financial liabilities 3,265 3,453

Current maturities of operating leases 506 467

Current maturities of finance leases 87 172

Current maturities of other financial liabilities 69 57

Other 983 949

Total current liabilities 25,791 23,315

Long-term debt 22,207 25,057

Long-term debt, finance leases, and other financial liabilities 24,398 25,203

Long-term obligations under operating leases 4,756 4,510

Long-term obligations under finance leases 89 91

Other liabilities and deferred credits:

Frequent flyer deferred revenue 4,118 4,038

Pension liability 1,030 968

Postretirement benefit liability 594 637

Pension and postretirement benefit liability 1,252 1,233

Deferred income taxes 1,654 1,610

Other financial liabilities 2,705 2,265

Other 1,549 1,530

Total other liabilities and deferred credits 11,140 9,954

Total noncurrent liabilities 37,727 38,124

Commitments and contingencies

2 unchanged sentences

authorized 1,000 shares;

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

issued and outstanding 1,000 shares at both March 31, 2025 and December 31, 2024

Additional capital invested 645 617

Retained earnings 9,875 9,487

Accumulated other comprehensive loss ( 109 ) ( 62 )

Accumulated other comprehensive income 164 188

Payable to parent 1,909 2,352

5 unchanged sentences

(In millions)

Nine Months Ended September 30,

Cash Flows from Operating Activities:

Three Months Ended March 31,

Operating Activities:

Net cash provided by operating activities $ 3,267 $ 2,830

Cash Flows from Investing Activities:

Investing Activities:

Capital expenditures, net of flight equipment purchase deposit returns ( 1,233 ) ( 1,366 )

3 unchanged sentences

Other, net ( 35 ) ( 4 )

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

Cash Flows from Financing Activities:

Proceeds from issuance of debt and other financing liabilities, net of discounts and fees 5,302 1,685

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

Net cash provided by (used in) investing activities ( 1,462 ) 1,441

Financing Activities:

Proceeds from issuance of debt and other financial liabilities, net of discounts and fees ( 3 ) 3,111

Payments of long-term debt, finance leases and other financial liabilities ( 1,011 ) ( 5,031 )

Net cash used in financing activities ( 1,014 ) ( 1,920 )

3 unchanged sentences

Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt, finance leases and other $ ( 159 ) $ 677

Right-of-use assets acquired through operating leases 376 470

Lease modifications and lease conversions 117 438

Investment interests received in exchange for loans, goods and services 18 25

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

Right-of-use assets acquired or modified through operating leases $ 419 $ 145

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 1 ) 1

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

Cash and cash equivalents $ 9,370 $ 8,401

Restricted cash — Current 36 392

Restricted cash — Non-Current 180 240

Restricted cash in Prepaid expenses and other 200 40

Restricted cash in Investments in affiliates and other, net 167 244

Total cash, cash equivalents and restricted cash $ 9,737 $ 8,685

4 unchanged sentences

Capital Invested Retained Earnings Accumulated

Other Comprehensive Income (Loss) Payable to Parent Total

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

Net income — 965 — — 965

Other comprehensive loss — — ( 12 ) — ( 12 )

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

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

Other — — — ( 1 ) ( 1 )

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

Other Comprehensive Income (Loss) (Receivable from) Payable to Related Parties, Net Total

Balance at December 31, 2024 $ 617 $ 9,487 $ 188 $ 2,352 $ 12,644

4 unchanged sentences

Other — — — ( 94 ) ( 94 )

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

Net income — 1,138 — — 1,138

Other comprehensive loss — — ( 12 ) — ( 12 )

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

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

Balance at March 31, 2025 $ 645 $ 9,875 $ 164 $ 1,909 $ 12,593

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

Net income — 2,019 — — 2,019

Net loss — ( 124 ) — — ( 124 )

Other comprehensive loss — — ( 19 ) — ( 19 )

1 unchanged sentence

Other — — — ( 18 ) ( 18 )

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

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

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

UNITED AIRLINES HOLDINGS, INC.

AND UNITED AIRLINES, INC.

UNITED AIRLINES, INC.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

United Airlines Holdings, Inc.

(together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc.

(together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company incorporated in Delaware and its wholly-owned subsidiary is United Airlines, Inc.

(together with its consolidated subsidiaries, "United").

1 unchanged sentence

As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.

United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses.

In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows.

United comprises substantially all of UAL's operating revenues, operating expenses, assets, liabilities and operating cash flows.

When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained.

We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S.

1 unchanged sentence

Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted as permitted by the SEC.

The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company's financial position and results of operations for interim periods presented.

The UAL and United financial statements should be read together with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K").

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

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

NOTE 1 — REVENUE

The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities' operations.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company's quarterly financial data is subject to seasonal fluctuations, and its second and third quarter financial results have historically reflected higher travel demand than its first and fourth quarter financial results.

Due to these fluctuations, quarterly financial results are not necessarily indicative of financial results for the entire year.

Change in Presentation.

In the first quarter of 2025, the Company changed its rounding presentation to the nearest whole number in millions of reported amounts, except per share data or as otherwise designated.

As such, certain columns and rows within the financial statements and tables presented may not sum due to rounding.

Per unit amounts have been calculated from the underlying whole-dollar amounts.

This change is not material and does not impact the comparability of our condensed consolidated financial statements.

The Company manages it operations as one segment.

The Company's chief executive officer is its chief operating decision maker ("CODM").

The CODM assesses performance of the Company and makes resource allocation decisions based on Net income as reported in the Company's statement of consolidated operations.

The measure of segment assets is reported on the consolidated balance sheet as Total assets.

NOTE 2 - REVENUE RECOGNITION

Revenue by Geography.

The table below presents the Company's operating revenue by principal geographic region (as defined by the U.S.

Department of Transportation) (in millions):

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

2024 2023 2024 2023

The table below presents the Company's operating revenue by principal geographic region (in millions):

Three Months Ended March 31,

Domestic (U.S.

5 unchanged sentences

Advance ticket sales.

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 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 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 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 $ 1.1 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.

In the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 4.3 billion and $ 4.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Ancillary services.

The Company recorded approximately $ 1.0 billion and $ 984 million of ancillary fees within passenger revenue in the three months ended March 31, 2025 and 2024, respectively.

Frequent flyer deferred revenue.

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

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

2024 2023 2024 2023

Total Frequent flyer deferred revenue - beginning balance $ 7,353 $ 7,024 $ 7,143 $ 6,675

Total miles awarded 884 816 2,643 2,465

Balance at January 1 $ 7,441 $ 7,143

Miles earned 919 840

Travel miles redeemed ( 730 ) ( 665 )

Non-travel miles redeemed ( 38 ) ( 39 )

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

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.

Balance at March 31 $ 7,591 $ 7,279

In the three months ended March 31, 2025 and 2024, the Company recognized, in Other operating revenue, $ 774 million and $ 714 million, 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 $ 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.

We determine the current portion of that account based on our estimate of expected redemptions in the next 12 months.

NOTE 2 — EARNINGS PER SHARE

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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Earnings available to common stockholders $ 965 $ 1,137 $ 2,164 $ 2,018

NOTE 3 - EARNINGS (LOSS) PER SHARE

The following table shows the computation of UAL's 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 March 31,

Earnings (loss) available to common stockholders $ 387 $ ( 124 )

Basic weighted-average shares outstanding 327.7 328.3

2 unchanged sentences

Diluted weighted-average shares outstanding 333.0 328.3

Earnings per share, basic $ 2.93 $ 3.47 $ 6.58 $ 6.16

Earnings per share, diluted $ 2.90 $ 3.42 $ 6.49 $ 6.08

Earnings (loss) per share, basic $ 1.18 $ ( 0.38 )

Earnings (loss) per share, diluted $ 1.16 $ ( 0.38 )

Potentially dilutive securities (b)

4 unchanged sentences

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).

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, the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021, 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 of the Warrants in a net share settlement for 2,043,906 shares of UAL common stock.

In March 2025, the remaining 3,513,714 Warrants were exercised in a net share settlement for 1,801,430 shares of UAL common stock.

In the three months ended March 31, 2025, the Company repurchased, through open market purchases, approximately 4.0 million shares of UAL common stock for a total of approximately $ 0.4 billion as part of its share repurchase program.

As of April 10, 2025, the dollar value of shares that may yet be purchased under the program is approximately $ 1.0 billion.

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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

Balance at December 31, 2024 $ 607 $ — $ ( 419 ) $ 188

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Amounts reclassified to earnings ( 31 ) (b) ( 1 ) 7 ( 25 )

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

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

Changes in value 7 10 ( 3 ) 14

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

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

Balance at March 31, 2025 $ 574 $ 3 $ ( 412 ) $ 164

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

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

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

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

(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.

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(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components:

amortization of unrecognized (gain) loss, amortization of prior service credit and other (see Note 5 of this report for additional information).

amortization of unrecognized (gain) loss, amortization of prior service credit and other.

See Note 6 of this report for additional information on pensions and other postretirement liabilities.

NOTE 5 - INCOME TAXES

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 Company's effective tax rates for the three months ended March 31, 2025 and 2024 were 19.0 % and 24.4 %, 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.

NOTE 5 — EMPLOYEE BENEFIT PLANS

Defined Benefit Pension and Other Postretirement Benefit Plans.

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

in the Statements of

Consolidated Operations

2024 2023 2024 2023

Service cost $ 33 $ 31 $ 1 $ 1 Salaries and related costs

Interest cost 57 53 9 10 Miscellaneous, net

Expected return on plan assets ( 69 ) ( 62 ) — — Miscellaneous, net

Amortization of unrecognized (gain) loss 4 2 ( 7 ) ( 9 ) 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 nine months ended September 30 (in millions):

The decrease in the effective tax rate, in the three months ended March 31, 2025 as compared to the same period in 2024, was primarily due to an increase in excess tax benefits related to stock-based compensation.

NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company's net periodic benefit cost includes the following components for the three months ended March 31 (in millions):

Pension Benefits Other Postretirement Benefits Affected Line Item

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Amortization of unrecognized (gain) loss ( 2 ) 5 ( 8 ) ( 7 ) Miscellaneous, net

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

Other 1 2 — — Miscellaneous, net

Amortization of prior service credit — — ( 22 ) ( 23 ) Miscellaneous, net

Total $ 23 $ 27 $ ( 21 ) $ ( 19 )

NOTE 7 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE

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):

September 30, 2024 December 31, 2023

The table below presents the value of financial assets measured at fair value on a recurring basis in the Company's financial statements (in millions):

March 31, 2025 December 31, 2024

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

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Restricted cash — current 200 200 — — 11 11 — —

Restricted cash — non-current 180 180 — — 245 245 — —

Restricted cash — noncurrent 167 167 — — 166 166 — —

Short-term investments:

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Investments presented in the table above have the same fair value as their carrying value.

Restricted cash - current — Primarily includes amounts to be used for the payment of fees, principal and interest on senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United.

Restricted cash - non-current — Primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.

Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of less than two years .

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and Mesa Air Group, Inc.

United concluded that Mesa is a variable interest entity as of March 31, 2025.

United holds a variable interest in Mesa in the form of an approximately 10 % equity interest and several loans to Mesa, but United is not the primary beneficiary because it does not have power to direct the activities that most significantly impact Mesa's economic performance.

Other fair value information.

The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above (in millions).

The table below presents the carrying values and estimated fair values of financial instruments not presented in the table above (in millions).

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

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Equity Method Investments.

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:

As of March 31, 2025, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $ 249 million, including the following:

• Republic Airways Holdings Inc.

United holds a 19 % minority interest in Republic Airways Holdings Inc., which is the parent company of Republic Airways Inc.

("Republic Airways").

United holds a 19 % minority interest in Republic Airways, which is the parent company of Republic Airways Inc.

("Republic").

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Other Investments.

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.

As of March 31, 2025, United has equity investments in a number of companies including a multinational airline holding company, an independent air carrier and others 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 September 30, 2024, the carrying value of these investments was $ 344 million.

As of March 31, 2025, the carrying value of these investments was $ 262 million.

Notes Receivable.

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.

The long-term portion of the notes receivable is recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

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 Expected Aircraft Deliveries (b)

Aircraft Type Number of Firm

Commitments (a) Last Three Months

of 2024 2025 After 2025 Last Three Months

of 2024 2025 After 2025

787 150 8 18 124 3 11 136

737 MAX 8 18 18 — — 2 16 —

737 MAX 9 141 31 40 70 3 28 110

737 MAX 10 167 — — 167 — — 167

A321neo 115 14 23 78 14 23 78

A321XLR 50 — — 50 — — 50

A350 45 — — 45 — — 45

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

(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.

Risk Factors of the 2023 Form 10-K, and we cannot guarantee delivery of any particular aircraft at any specific time notwithstanding firm purchase commitments.

The aircraft listed in the table above are scheduled for delivery through 2033.

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

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

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

or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.

On April 14, 2024, the Company entered into confidential arrangements with Boeing with respect to compensation for financial damages incurred in the first quarter of 2024 due to the Federal Aviation Administration grounding of the Boeing 737 MAX 9 aircraft, and a confidential agreement to accommodate certification delays for the Boeing 737 MAX 10 aircraft.

The compensation provided by Boeing for the grounding damages and in connection with rescheduling deliveries was in the form of credit memos for use on future purchases from Boeing.

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 September 30, 2024, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments.

As of March 31, 2025, the Company has $ 79 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, net.

The long-term portion of the notes receivable is recorded in Investments in affiliates and other, net on the Company's consolidated balance sheet.

On April 4, 2025, Mesa entered into an Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") with Republic Airways.

Subject to the terms and conditions of the Merger Agreement, Republic Airways will merge with and into Mesa, with Mesa continuing as the surviving corporation following the merger (the "Surviving Entity").

At the effective time of the merger, our equity holdings in both Mesa and Republic Airways will be converted into shares of the new Surviving Entity.

Concurrent with the execution of the Merger Agreement, Republic Airways, Mesa and its affiliates, and United entered into a Three Party Agreement that provides for certain actions to be taken subject to the terms and conditions therein to facilitate transactions related to the merger, including United's commitment to facilitate, by making certain financial contributions to Mesa, Mesa's disposition of certain assets and its extinguishment of certain liabilities in exchange for United receiving shares of up to 6 % of equity interests of the Surviving Entity.

NOTE 8 - DEBT

As of March 31, 2025, we had $ 2.965 billion undrawn and available under our revolving credit facility.

The table below presents the Company's contractual principal payments (not including $ 169 million of unamortized debt discount, premiums and debt issuance costs) as of March 31, 2025 under then-outstanding long-term debt agreements (in millions):

Last nine months of 2025 2026 2027 2028 2029 After 2029 Total

Contractual principal payments $ 2,085 $ 4,819 $ 2,353 $ 1,800 $ 2,892 $ 10,063 $ 24,011

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

As of March 31, 2025, the Company was in compliance with its debt covenants under these agreements.

NOTE 9 - COMMITMENTS, CONTINGENCIES, AND GUARANTEES

The table below summarizes United's firm commitments as of March 31, 2025, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments (in billions):

Last nine months of 2025 2026 2027 2028 2029 After 2029 Total

Purchase commitments $ 8.1 $ 6.3 $ 4.9 $ 6.7 $ 8.3 $ 21.7 $ 56.0

Aircraft commitments are based on contractual scheduled aircraft deliveries.

(in billions)

Last three months of 2024 $ 4.1

After 2028 27.8

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 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.

The most important of these variables is the number of scheduled block hours.

Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions.

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.

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 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 three months of 2024 $ 0.7

After 2028 4.7

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.

The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term.

The amount and timing of these commitments could change to the extent that:

(i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders, (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries, or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.

As of March 31, 2025, United is the guarantor of approximately $ 2.9 billion in aggregate principal amount of tax-exempt special facility revenue bonds and interest thereon.

These bonds, which are issued by various airport authorities or other conduit issuers, are payable solely from rentals paid under long-term agreements with the respective airport authorities or from payments under loan agreements with the respective issuing authorities.

The leasing arrangements associated with these obligations are accounted for as operating leases in the Company's financial statements.

All of these bonds are due between 2027 and 2041.

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.

Increased Cost Provisions.

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 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.

At March 31, 2025, the Company had $ 8.4 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.

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entities to withholding taxes, subject to customary exclusions.

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

Labor Relations .

As of March 31, 2025, the Company had approximately 109,200 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"), which represents security guards in California and central load planners, ratified new collective bargaining agreements.

The ratified agreements are effective through 2025.

On February 28, 2024, United and the International Brotherhood of Teamsters (IBT) reached a tentative agreement for an extension to their labor contract, which covers United's technicians and related employees.

On April 17, 2024, the United technicians declined the proposed four-year contract extension and will continue to work under their current agreement, which becomes amendable in December 2024.

NOTE 8 — DEBT

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).

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

2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Loan Facilities") and (i) used available cash in an amount equal to $ 1.37 billion to partially prepay the term loans under the 2021 term loans and (ii) borrowed the entire term loan commitment available under the Term Loan Facility in an amount equal to $ 2.5 billion and used the proceeds of such terms loans (the "Term Loans") to prepay in full the remaining outstanding principal balance under the existing term loan facility.

The Term Loans bear interest at a variable rate equal to Term SOFR (subject to a floor of 0.0 %);

or, at United's election, another rate based on certain market interest rates (subject to a floor of 1.0 %), in each case plus a margin of 2.75 %, in the case of Term SOFR loans, and 1.75 %, in the case of loans at other market rates.

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

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

NOTE 9 — SPECIAL CHARGES

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

(Gains) losses on sale of assets and other special charges $ ( 5 ) $ 28 $ 44 $ 88

Labor contract ratification bonuses — 1 — 814

Total operating special charges ( 5 ) 29 44 902

Nonoperating:

Nonoperating unrealized (gains) losses on investments, net 90 54 160 ( 54 )

Nonoperating debt extinguishment and modification fees 75 — 110 11

Total nonoperating special charges and unrealized (gains) losses on investments, net 165 54 270 ( 43 )

Total operating and nonoperating special charges and unrealized (gains) losses on investments, net 160 83 314 859

Income tax benefit, net of valuation allowance ( 15 ) ( 7 ) ( 34 ) ( 204 )

Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes $ 145 $ 76 $ 280 $ 655

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

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 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 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.

NOTE 10 - SPECIAL CHARGES (CREDITS)

For the three months ended March 31, operating and nonoperating special charges (credits) and unrealized losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended March 31,

(Gains) losses on sale of assets and other special charges $ ( 108 ) $ 13

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 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 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.

Total operating special charges (credits) ( 108 ) 13

Nonoperating unrealized losses on investments, net 21 37

Nonoperating debt extinguishment and modification fees — 35

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.

Total nonoperating special charges and unrealized losses on investments, net 21 72

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net ( 87 ) 85

Income tax expense (benefit), net of valuation allowance 2 ( 11 )

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net of income taxes $ ( 85 ) $ 74

Operating and nonoperating special charges (credits) and unrealized losses on investments included the following:

During the three months ended March 31, 2025, the Company recorded $ 108 million of net gains primarily related to gains on various aircraft sale-leaseback transactions.

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