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Item 1. Financial Statements

2025-07-17 compared with 2025-04-16 · 163 added, 84 removed, 405 unchanged (38% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

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

2025 2024 2025 2024

Operating revenue:

12 unchanged sentences

Aircraft rent 67 40 118 83

Special charges (credits) ( 108 ) 13

Special charges 447 36 340 49

Other operating expenses 2,487 2,211 4,814 4,359

5 unchanged sentences

Interest capitalized 51 60 98 121

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

Unrealized gains (losses) on investments, net 26 ( 33 ) 5 ( 70 )

Miscellaneous, net 41 20 77 10

Total nonoperating expense, net ( 77 ) ( 190 ) ( 206 ) ( 453 )

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 )

Income before income taxes 1,248 1,739 1,727 1,575

Income tax expense 275 416 366 376

Net income $ 973 $ 1,323 $ 1,361 $ 1,199

Earnings per share, basic $ 3.00 $ 4.02 $ 4.17 $ 3.65

Earnings per share, diluted $ 2.97 $ 3.96 $ 4.12 $ 3.60

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

2 unchanged sentences

(In millions)

Three Months Ended March 31,

Net income (loss) $ 387 $ ( 124 )

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

2025 2024 2025 2024

Net income $ 973 $ 1,323 $ 1,361 $ 1,199

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Total other comprehensive loss, net of tax ( 22 ) ( 16 ) ( 46 ) ( 35 )

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

Total comprehensive income, net $ 951 $ 1,307 $ 1,314 $ 1,164

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

2 unchanged sentences

(In millions, except shares)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 9,354 $ 8,769

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authorized 1,000,000,000 shares;

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

outstanding 323,801,715 and 327,899,771 shares at June 30, 2025 and December 31, 2024, respectively

Additional capital invested 8,855 8,980

8 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities:

19 unchanged sentences

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 52 ) ( 204 )

Operating leases converted to finance leases — 44

Investment interests received in exchange for loans, goods and services 14 18

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

11 unchanged sentences

Shares Amount

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

Net income — — — — 973 — 973

Other comprehensive loss — — — — — ( 22 ) ( 22 )

Stock-settled share-based compensation — — 43 — — — 43

Repurchases of common stock ( 3.7 ) — — ( 237 ) — — ( 237 )

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

Balance at June 30, 2025 323.8 $ 4 $ 8,855 $ ( 3,737 ) $ 8,110 $ 142 $ 13,373

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

3 unchanged sentences

Repurchases of common stock ( 7.6 ) — — ( 593 ) — — ( 593 )

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

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

Stock issued for share-based awards, net of shares withheld for tax 1.7 — ( 97 ) 99 ( 96 ) — ( 95 )

Balance at June 30, 2025 323.8 $ 4 $ 8,855 $ ( 3,737 ) $ 8,110 $ 142 $ 13,373

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

Net income — — — — 1,323 — 1,323

Other comprehensive loss — — — — — ( 16 ) ( 16 )

Stock-settled share-based compensation — — 31 — — — 31

Stock issued for share-based awards, net of shares withheld for tax — — ( 3 ) 4 ( 1 ) — —

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

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

3 unchanged sentences

Stock issued for share-based awards, net of shares withheld for tax 0.8 — ( 47 ) 73 ( 44 ) — ( 18 )

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

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

2 unchanged sentences

(In millions)

Three Months Ended March 31,

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

2025 2024 2025 2024

Operating revenue:

12 unchanged sentences

Aircraft rent 67 40 118 83

Special charges (credits) ( 108 ) 13

Special charges 447 36 340 49

Other operating expenses 2,487 2,210 4,813 4,358

5 unchanged sentences

Interest capitalized 51 60 98 121

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

Unrealized gains (losses) on investments, net 26 ( 33 ) 5 ( 70 )

Miscellaneous, net 41 20 77 10

Total nonoperating expense, net ( 77 ) ( 190 ) ( 206 ) ( 453 )

Income (loss) before income taxes 479 ( 164 )

Income tax expense (benefit) 91 ( 40 )

Net income (loss) $ 388 $ ( 124 )

Income before income taxes 1,249 1,740 1,727 1,576

Income tax expense 275 416 366 376

Net income $ 974 $ 1,324 $ 1,361 $ 1,200

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

2 unchanged sentences

(In millions)

Three Months Ended March 31,

Net income (loss) $ 388 $ ( 124 )

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

2025 2024 2025 2024

Net income $ 974 $ 1,324 $ 1,361 $ 1,200

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Total other comprehensive loss, net of tax ( 22 ) ( 16 ) ( 46 ) ( 35 )

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

Total comprehensive income, net $ 951 $ 1,308 $ 1,315 $ 1,165

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

2 unchanged sentences

(In millions, except shares)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 9,354 $ 8,769

31 unchanged sentences

authorized 1,000 shares;

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

issued and outstanding 1,000 shares at both June 30, 2025 and December 31, 2024

Additional capital invested 688 617

8 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities:

10 unchanged sentences

Payments of long-term debt, finance leases and other financial liabilities ( 1,611 ) ( 6,217 )

Other, net ( 4 ) —

Net cash used in financing activities ( 1,616 ) ( 2,499 )

5 unchanged sentences

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 52 ) ( 204 )

Operating leases converted to finance leases — 44

Investment interests received in exchange for loans, goods and services 14 18

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

9 unchanged sentences

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

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

Net income — 974 — — 974

Other comprehensive loss — — ( 22 ) — ( 22 )

Stock-settled share-based compensation 43 — — — 43

Impact of UAL share repurchase — — — ( 240 ) ( 240 )

Other — — — ( 1 ) ( 1 )

Balance at June 30, 2025 $ 688 $ 10,848 $ 142 $ 1,667 $ 13,347

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

4 unchanged sentences

Other — — — ( 95 ) ( 95 )

Balance at June 30, 2025 $ 688 $ 10,848 $ 142 $ 1,667 $ 13,347

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

Net income — 1,324 — — 1,324

Other comprehensive loss — — ( 16 ) — ( 16 )

Stock-settled share-based compensation 31 — — — 31

Other — — — ( 2 ) ( 2 )

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

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

3 unchanged sentences

Other — — — ( 20 ) ( 20 )

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

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

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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.

The measure of segment assets is reported on the Company's consolidated balance sheets as Total assets.

NOTE 2 - REVENUE RECOGNITION

1 unchanged sentence

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Domestic (U.S.

5 unchanged sentences

Advance ticket sales.

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.

In the six months ended June 30, 2025 and 2024, the Company recognized approximately $ 5.5 billion and $ 5.0 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.

The Company recorded approximately $ 1.2 billion and $ 2.2 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2025, respectively.

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

Frequent flyer deferred revenue.

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

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

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

2025 2024 2025 2024

Beginning Balance $ 7,591 $ 7,279 $ 7,441 $ 7,143

Miles earned 991 919 1,910 1,759

1 unchanged sentence

Non-travel miles redeemed ( 29 ) ( 27 ) ( 67 ) ( 66 )

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.

Ending Balance $ 7,665 $ 7,353 $ 7,665 $ 7,353

In the three and six months ended June 30, 2025, the Company recognized, in Other operating revenue, $ 0.8 billion and $ 1.6 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.

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 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 Frequent flyer deferred revenue.

NOTE 3 - EARNINGS (LOSS) PER SHARE

NOTE 3 - EARNINGS 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 )

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

2025 2024 2025 2024

Earnings available to common stockholders $ 973 $ 1,323 $ 1,361 $ 1,199

Basic weighted-average shares outstanding 324.6 328.8 326.2 328.6

2 unchanged sentences

Diluted weighted-average shares outstanding 327.2 333.9 330.1 333.1

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

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

Earnings per share, basic $ 3.00 $ 4.02 $ 4.17 $ 3.65

Earnings per share, diluted $ 2.97 $ 3.96 $ 4.12 $ 3.60

Potentially dilutive securities (b)

7 unchanged sentences

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.

In the three and six months ended June 30, 2025, the Company repurchased, through open market purchases, approximately 3.5 million and 7.6 million shares, respectively, of UAL common stock for a total of approximately $ 0.2 billion and $ 0.6 billion, respectively, as part of its share repurchase program.

As of July 10, 2025, the dollar value of shares that may yet be purchased under the program is approximately $ 0.8 billion.

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

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

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

Changes in value 1 1 ( 1 ) 2

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

Balance at June 30, 2025 $ 544 $ 4 $ ( 406 ) $ 142

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

1 unchanged sentence

Amounts reclassified to earnings ( 61 ) (b) ( 2 ) 14 ( 49 )

Balance at June 30, 2025 $ 544 $ 4 $ ( 406 ) $ 142

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

Changes in value 3 1 ( 1 ) 3

Amounts reclassified to earnings ( 25 ) (b) — 6 ( 19 )

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

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

1 unchanged sentence

Amounts reclassified to earnings ( 50 ) (b) — 11 ( 39 )

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

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

(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.

4 unchanged sentences

NOTE 5 - INCOME TAXES

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

The Company's effective tax rates for the three and six months ended June 30, 2025 were 22.0 % and 21.2 %, respectively.

The Company's effective tax rate for both the three and six months ended June 30, 2024 was 23.9 %.

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.

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.

The decrease in the effective tax rate in the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a release of valuation allowance related to realized capital gains.

The decrease in the effective tax rate in the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in excess tax benefits related to stock-based compensation and a release of valuation allowance related to realized capital gains.

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):

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

Pension Benefits Other Postretirement Benefits Affected Line Item

8 unchanged sentences

Total $ 23 $ 28 $ ( 20 ) $ ( 20 )

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

Pension Benefits Other Postretirement Benefits Affected Line Item

in the Statements of

Consolidated Operations

2025 2024 2025 2024

Service cost $ 64 $ 68 $ 3 $ 3 Salaries and related costs

Interest cost 121 115 16 19 Miscellaneous, net

Expected return on plan assets ( 136 ) ( 138 ) ( 1 ) ( 1 ) Miscellaneous, net

Amortization of unrecognized (gain) loss ( 3 ) 10 ( 15 ) ( 13 ) Miscellaneous, net

Amortization of prior service credit — — ( 43 ) ( 47 ) Miscellaneous, net

Total $ 46 $ 55 $ ( 41 ) $ ( 39 )

During the three and six months ended June 30, 2025, the Company contributed $ 59 million to its U.S.

domestic tax-qualified defined benefit pension plans.

NOTE 7 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE

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

June 30, 2025 December 31, 2024

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

9 unchanged sentences

Equity securities 70 70 — — 71 71 — —

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

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

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 .

Long-term investments:

Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments in Azul Linhas Aéreas Brasileiras S.A., Archer Aviation Inc., Eve Holding, Inc.

and Mesa Air Group, Inc.

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

Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments in Azul Linhas Aéreas Brasileiras S.A.

("Azul"), Archer Aviation Inc., Eve Holding, Inc.

Mesa Air Group, Inc.

United concluded that Mesa is a variable interest entity as of June 30, 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.

On May 28, 2025, Azul announced it had entered into restructuring agreements with its key stakeholders and strategic partners, including United, to effectuate a proactive reorganization process.

Under the agreement, United and another key Azul stakeholder may provide equity investments of up to $ 300 million in the aggregate in connection with the reorganization process, subject to the satisfaction of certain conditions.

Other fair value information.

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

The table below presents the carrying amounts 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.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

4 unchanged sentences

Cash and cash equivalents and Restricted cash (current and non-current) The carrying amounts of these assets approximate fair value.

Short-term and Long-term investments Fair value is based on (a) the trading prices of the investment or similar instruments or (b) broker quotes obtained by third-party valuation services.

Short-term and Long-term investments Fair values are based on (a) the trading prices of the investment or similar instruments or (b) broker quotes obtained by third-party valuation services.

Long-term debt Fair values are based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.

Equity Method Investments.

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:

As of June 30, 2025, United holds investments, accounted for using the equity method, with a combined carrying amount of approximately $ 255 million, including the following:

• Republic Airways Holdings Inc.

3 unchanged sentences

Republic currently operates 66 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2037.

• CommuteAir LLC.

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

• CommuteAir LLC ("CommuteAir").

United owns a 40 % minority ownership stake in CommuteAir.

CommuteAir currently operates 59 regional aircraft under a CPA with United that has a term through 2028.

3 unchanged sentences

Other Investments.

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.

As of June 30, 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 March 31, 2025, the carrying value of these investments was $ 262 million.

As of June 30, 2025, the carrying amount of these investments was $ 283 million.

Notes Receivable.

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.

As of June 30, 2025, the Company has $ 74 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.

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

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.

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

As of June 30, 2025, we had $ 3.0 billion undrawn and available under our revolving credit facility.

The table below presents the Company's contractual principal payments (not including $ 155 million of unamortized debt discount, premiums and debt issuance costs) as of June 30, 2025 under then-outstanding long-term debt agreements (in millions):

Last Six Months of 2025 2026 2027 2028 2029 After 2029 Total

Contractual principal payments $ 2,693 $ 4,059 $ 1,973 $ 1,800 $ 2,892 $ 10,063 $ 23,478

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.

As of June 30, 2025, the Company was in compliance with its debt covenants under these agreements.

On July 7, 2025, the Company voluntarily prepaid in full the outstanding principal balance of the MileagePlus senior secured notes secured by substantially all of the assets of Mileage Plus Holdings, LLC (the "MileagePlus Notes"), which outstanding principal balance was $ 1.52 billion as of June 30, 2025, in addition to all accrued and unpaid interest under the MileagePlus Notes, and terminated all commitments thereunder.

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

The table below summarizes United's firm commitments as of June 30, 2025, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments (in billions):

Last Six Months of 2025 2026 2027 2028 2029 After 2029 Total

Purchase commitments $ 6.3 $ 6.9 $ 5.0 $ 6.3 $ 8.0 $ 22.4 $ 54.8

2 unchanged sentences

(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.

As of June 30, 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.

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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 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.

At June 30, 2025, the Company had $ 8.3 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.

entities, with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.2 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S.

entities, with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.1 billion, the Company

bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S.

entities to withholding taxes, subject to customary exclusions.

Labor Relations .

As of March 31, 2025, the Company had approximately 109,200 employees, of whom approximately 82 % were represented by various U.S.

As of June 30, 2025, the Company had approximately 111,300 employees, of whom approximately 82 % were represented by various U.S.

labor organizations.

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,

In May 2025, the Company reached a Tentative Agreement ("TA") with its employees represented by the Association of Flight Attendants ("AFA") regarding a contract that became amendable in August 2021.

The TA includes improvements with respect to scheduling, reserve requirements and other quality of life improvements, as well as pay rate increases during its five-year term.

The TA also includes a provision for a one-time payment to employees represented by the AFA upon ratification.

Voting to ratify the TA started on July 7, 2025 and will close on July 29, 2025.

In the three and six months ended June 30, 2025, the Company recorded, in Special charges, $ 561 million of expenses relating to this ratification payment.

NOTE 10 - 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 June 30,

2025 2024 2025 2024

Labor contract ratification bonuses $ 561 $ — $ 561 $ —

(Gains) losses on sale of assets and other special charges ( 114 ) 36 ( 222 ) 49

Total operating special charges (credits) ( 108 ) 13

Nonoperating unrealized losses on investments, net 21 37

Total operating special charges 447 36 340 49

Nonoperating unrealized (gains) losses on investments, net ( 26 ) 33 ( 5 ) 70

Nonoperating debt extinguishment and modification fees — — — 35

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.

Total nonoperating special charges and unrealized (gains) losses on investments, net ( 26 ) 33 ( 5 ) 105

Total operating and nonoperating special charges and unrealized (gains) losses on investments, net 422 69 335 154

Income tax benefit, net of valuation allowance ( 128 ) ( 8 ) ( 127 ) ( 19 )

Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes $ 293 $ 61 $ 208 $ 135

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

During the three and six months ended June 30, 2025, the Company recorded $ 114 million and $ 222 million, respectively, of net gains on sale of assets and other special charges, which were primarily comprised of $ 151 million and $ 261 million, respectively, of gains on various aircraft sale-leaseback transactions.

The Company also recorded a $ 561 million special charge in connection with the TA with its flight attendants represented by the AFA.

See Note 9 for more information related to the TA.

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