Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED )
(In millions, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Operating revenue:
Passenger revenue $ 13,836 $ 13,680 $ 25,696 $ 24,993
Cargo revenue 430 414 859 805
Other operating revenue 970 892 1,893 1,727
Total operating revenue 15,236 14,986 28,448 27,525
Operating expense:
Salaries and related costs 4,413 4,098 8,568 8,030
Aircraft fuel 2,775 3,133 5,476 6,087
Landing fees and other rent 961 866 1,834 1,670
Aircraft maintenance materials and outside repairs 865 716 1,596 1,489
Depreciation and amortization 733 719 1,461 1,427
Regional capacity purchase 676 612 1,326 1,197
Distribution expenses 487 626 983 1,106
Aircraft rent 67 40 118 83
Special charges 447 36 340 49
Other operating expenses 2,487 2,211 4,814 4,359
Total operating expense 13,911 13,057 26,516 25,497
Operating income 1,325 1,929 1,932 2,028
Nonoperating income (expense):
Interest expense ( 361 ) ( 427 ) ( 717 ) ( 881 )
Interest income 167 190 331 367
Interest capitalized 51 60 98 121
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 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.
3
Table of Contents
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In millions)
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:
Employee benefit plans ( 23 ) ( 17 ) ( 49 ) ( 34 )
Investments and other — 1 3 ( 1 )
Total other comprehensive loss, net of tax ( 22 ) ( 16 ) ( 46 ) ( 35 )
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.
4
Table of Contents
UNITED AIRLINES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except shares)
June 30, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 9,354 $ 8,769
Short-term investments 6,262 5,706
Receivables, net 2,286 2,163
Aircraft fuel, spare parts and supplies, net 1,547 1,572
Prepaid expenses and other 809 673
Total current assets 20,258 18,883
Operating property and equipment, net 43,896 42,908
Operating lease right-of-use assets 4,517 3,815
Goodwill 4,527 4,527
Intangible assets, net 2,669 2,683
Investments in affiliates and other, net 1,295 1,267
Total noncurrent assets 56,904 55,200
Total assets $ 77,163 $ 74,083
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 4,920 $ 4,193
Accrued salaries and benefits 3,211 3,289
Advance ticket sales 9,664 7,561
Frequent flyer deferred revenue 3,552 3,403
Current maturities of long-term debt, finance leases, and other financial liabilities 6,194 3,453
Current maturities of operating leases 541 467
Other 910 948
Total current liabilities 28,992 23,314
Long-term debt, finance leases, and other financial liabilities 20,885 25,203
Long-term obligations under operating leases 5,166 4,510
Frequent flyer deferred revenue 4,114 4,038
Pension and postretirement benefit liability 1,199 1,233
Deferred income taxes 1,919 1,580
Other 1,515 1,530
Total noncurrent liabilities 34,798 38,094
Commitments and contingencies
Stockholders' equity:
Preferred stock — —
Common stock at par, $ 0.01 par value; authorized 1,000,000,000 shares; outstanding 323,801,715 and 327,899,771 shares at June 30, 2025 and December 31, 2024, respectively
4 4
Additional capital invested 8,855 8,980
Stock held in treasury, at cost ( 3,737 ) ( 3,377 )
Retained earnings 8,110 6,880
Accumulated other comprehensive income 142 188
Total stockholders' equity 13,373 12,675
Total liabilities and stockholders' equity $ 77,163 $ 74,083
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
5
Table of Contents
UNITED AIRLINES HOLDINGS, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In millions)
Six Months Ended June 30,
2025 2024
Operating Activities:
Net cash provided by operating activities $ 5,927 $ 5,723
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns ( 2,520 ) ( 2,530 )
Purchases of short-term and other investments ( 4,722 ) ( 1,754 )
Proceeds from sale of short-term and other investments 4,222 5,820
Proceeds from sale of property and equipment 48 42
Other, net ( 70 ) ( 3 )
Net cash provided by (used in) investing activities ( 3,042 ) 1,575
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees — 3,718
Payments of long-term debt, finance leases and other financial liabilities ( 1,611 ) ( 6,217 )
Repurchases of common stock ( 589 ) —
Other, net ( 99 ) ( 19 )
Net cash used in financing activities ( 2,300 ) ( 2,518 )
Net increase in cash, cash equivalents and restricted cash 585 4,780
Cash, cash equivalents and restricted cash at beginning of the period 8,946 6,334
Cash, cash equivalents and restricted cash at end of the period (a) $ 9,531 $ 11,114
Investing and Financing Activities Not Affecting Cash:
Right-of-use assets acquired or modified through operating leases $ 973 $ 170
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:
Cash and cash equivalents $ 9,354 $ 10,864
Restricted cash in Prepaid expenses and other 8 30
Restricted cash in Investments in affiliates and other, net 168 220
Total cash, cash equivalents and restricted cash $ 9,531 $ 11,114
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
6
Table of Contents
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)
(In millions)
Common
Stock Additional
Capital Invested Treasury Stock Retained Earnings Accumulated
Other Comprehensive Income (Loss) Total
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
Net income — — — — 1,361 — 1,361
Other comprehensive loss — — — — — ( 46 ) ( 46 )
Stock-settled share-based compensation — — 71 — — — 71
Repurchases of common stock ( 7.6 ) — — ( 593 ) — — ( 593 )
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
Net loss — — — — 1,199 — 1,199
Other comprehensive loss — — — — — ( 35 ) ( 35 )
Stock-settled share-based compensation — — 56 — — — 56
Stock issued for share-based awards, net of shares withheld for tax 0.8 — ( 47 ) 73 ( 44 ) — ( 18 )
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.
7
Table of Contents
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In millions)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Operating revenue:
Passenger revenue $ 13,836 $ 13,680 $ 25,696 $ 24,993
Cargo revenue 430 414 859 805
Other operating revenue 970 892 1,893 1,727
Total operating revenue 15,236 14,986 28,448 27,525
Operating expense:
Salaries and related costs 4,413 4,098 8,568 8,030
Aircraft fuel 2,775 3,133 5,476 6,087
Landing fees and other rent 961 866 1,834 1,670
Aircraft maintenance materials and outside repairs 865 716 1,596 1,489
Depreciation and amortization 733 719 1,461 1,427
Regional capacity purchase 676 612 1,326 1,197
Distribution expenses 487 626 983 1,106
Aircraft rent 67 40 118 83
Special charges 447 36 340 49
Other operating expenses 2,487 2,210 4,813 4,358
Total operating expense 13,910 13,056 26,515 25,496
Operating income 1,325 1,930 1,933 2,029
Nonoperating income (expense):
Interest expense ( 361 ) ( 427 ) ( 717 ) ( 881 )
Interest income 167 190 331 367
Interest capitalized 51 60 98 121
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 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.
8
Table of Contents
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In millions)
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:
Employee benefit plans ( 23 ) ( 17 ) ( 49 ) ( 34 )
Investments and other — 1 3 ( 1 )
Total other comprehensive loss, net of tax ( 22 ) ( 16 ) ( 46 ) ( 35 )
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.
9
Table of Contents
UNITED AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except shares)
June 30, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 9,354 $ 8,769
Short-term investments 6,262 5,706
Receivables, net 2,286 2,163
Aircraft fuel, spare parts and supplies, net 1,547 1,572
Prepaid expenses and other 809 673
Total current assets 20,258 18,883
Operating property and equipment, net 43,896 42,908
Operating lease right-of-use assets 4,517 3,815
Goodwill 4,527 4,527
Intangible assets, net 2,669 2,683
Investments in affiliates and other, net 1,295 1,267
Total noncurrent assets 56,904 55,200
Total assets $ 77,163 $ 74,083
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable $ 4,920 $ 4,193
Accrued salaries and benefits 3,211 3,289
Advance ticket sales 9,664 7,561
Frequent flyer deferred revenue 3,552 3,403
Current maturities of long-term debt, finance leases, and other financial liabilities 6,194 3,453
Current maturities of operating leases 541 467
Other 907 949
Total current liabilities 28,989 23,315
Long-term debt, finance leases, and other financial liabilities 20,885 25,203
Long-term obligations under operating leases 5,166 4,510
Frequent flyer deferred revenue 4,114 4,038
Pension and postretirement benefit liability 1,199 1,233
Deferred income taxes 1,949 1,610
Other 1,515 1,530
Total noncurrent liabilities 34,828 38,124
Commitments and contingencies
Stockholder's equity:
Common stock at par, $ 0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both June 30, 2025 and December 31, 2024
— —
Additional capital invested 688 617
Retained earnings 10,848 9,487
Accumulated other comprehensive income 142 188
Payable to parent 1,667 2,352
Total stockholder's equity 13,347 12,644
Total liabilities and stockholder's equity $ 77,163 $ 74,083
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
10
Table of Contents
UNITED AIRLINES, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In millions)
Six Months Ended June 30,
2025 2024
Operating Activities:
Net cash provided by operating activities $ 5,243 $ 5,704
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns ( 2,520 ) ( 2,530 )
Purchases of short-term and other investments ( 4,722 ) ( 1,754 )
Proceeds from sale of short-term and other investments 4,222 5,820
Proceeds from sale of property and equipment 48 42
Other, net ( 70 ) ( 3 )
Net cash provided by (used in) investing activities ( 3,042 ) 1,575
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees — 3,718
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 )
Net increase in cash, cash equivalents and restricted cash 585 4,780
Cash, cash equivalents and restricted cash at beginning of the period 8,946 6,334
Cash, cash equivalents and restricted cash at end of the period (a) $ 9,531 $ 11,114
Investing and Financing Activities Not Affecting Cash:
Right-of-use assets acquired or modified through operating leases $ 973 $ 170
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:
Cash and cash equivalents $ 9,354 $ 10,864
Restricted cash in Prepaid expenses and other 8 30
Restricted cash in Investments in affiliates and other, net 168 220
Total cash, cash equivalents and restricted cash $ 9,531 $ 11,114
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
11
Table of Contents
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY (UNAUDITED)
(In millions)
Additional
Capital Invested Retained Earnings Accumulated
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
Net income — 1,361 — — 1,361
Other comprehensive loss — — ( 46 ) — ( 46 )
Stock-settled share-based compensation 71 — — — 71
Impact of UAL share repurchase — — — ( 589 ) ( 589 )
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
Net loss — 1,200 — — 1,200
Other comprehensive loss — — ( 35 ) — ( 35 )
Stock-settled share-based compensation 56 — — — 56
Other — — — ( 20 ) ( 20 )
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.
12
Table of Contents
UNITED AIRLINES HOLDINGS, 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 incorporated in Delaware and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. 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.
The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S. Securities and Exchange Commission (the "SEC"). 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 the 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 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.
Segments. 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 Company's consolidated balance sheets as Total assets.
13
Table of Contents
NOTE 2 - REVENUE RECOGNITION
Revenue by Geography. The table below presents the Company's operating revenue by principal geographic region (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Domestic (U.S. and Canada) $ 8,784 $ 8,761 $ 16,818 $ 16,434
Atlantic 3,370 3,277 5,270 5,110
Latin America 1,362 1,346 2,919 2,791
Pacific 1,720 1,602 3,442 3,190
Total $ 15,236 $ 14,986 $ 28,448 $ 27,525
Advance ticket sales. 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 $ 1.2 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):
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
Travel miles redeemed ( 888 ) ( 818 ) ( 1,618 ) ( 1,483 )
Non-travel miles redeemed ( 29 ) ( 27 ) ( 67 ) ( 66 )
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.
14
Table of Contents
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 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
Dilutive effect of stock Warrants (a) — 2.7 0.6 2.2
Dilutive effect of employee stock awards 2.6 2.4 3.3 2.3
Diluted weighted-average shares outstanding 327.2 333.9 330.1 333.1
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)
Stock Warrants (a) — 1.5 — 1.5
Employee stock awards 0.7 0.6 0.5 0.6
(a) See discussion below for more information about these Warrants.
(b) Weighted-average potentially dilutive securities outstanding are excluded from the computation of diluted earnings per share because the securities would have an antidilutive effect.
In 2020 and 2021, the Company issued to the United States Department of the Treasury (the "U.S. Treasury") warrants (the "Warrants") to purchase 9,928,349 shares of UAL common stock in connection with the Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021, 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 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.
15
Table of Contents
NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The table below presents the components of the Company's accumulated other comprehensive income (loss), net of tax ("AOCI") (in millions):
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
Changes in value ( 2 ) 5 ( 1 ) 3
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 )
Changes in value 6 ( 1 ) ( 1 ) 4
Amounts reclassified to earnings ( 50 ) (b) — 11 ( 39 )
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. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(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 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 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 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.
16
Table of Contents
NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The Company's net periodic benefit cost includes the following components for the three months ended June 30 (in millions):
Pension Benefits Other Postretirement Benefits Affected Line Item
in the Statements of
Consolidated Operations
2025 2024 2025 2024
Service cost $ 32 $ 34 $ 1 $ 2 Salaries and related costs
Interest cost 61 58 8 9 Miscellaneous, net
Expected return on plan assets ( 68 ) ( 69 ) — ( 1 ) Miscellaneous, net
Amortization of unrecognized (gain) loss ( 2 ) 5 ( 8 ) ( 6 ) Miscellaneous, net
Amortization of prior service credit — — ( 22 ) ( 24 ) Miscellaneous, net
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):
June 30, 2025 December 31, 2024
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Cash and cash equivalents $ 9,354 $ 9,354 $ — $ — $ 8,769 $ 8,769 $ — $ —
Restricted cash — current 8 8 — — 11 11 — —
Restricted cash — noncurrent 168 168 — — 166 166 — —
Short-term investments:
U.S. government and agency notes 2,386 — 2,386 — 2,280 — 2,280 —
Certificates of deposit placed through an account registry service (CDARS) 12 — 12 — 59 — 59 —
Corporate debt 3,578 — 3,578 — 3,127 — 3,127 —
Other fixed-income securities 286 — 286 — 240 — 240 —
Long-term investments:
Equity securities 70 70 — — 71 71 — —
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. ("Azul"), Archer Aviation Inc., Eve Holding, Inc. and
17
Table of Contents
Mesa Air Group, Inc. ("Mesa"). 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 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.
June 30, 2025 December 31, 2024
Carrying Amount Fair Value Carrying Amount Fair Value
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Long-term debt $ 23,324 $ 23,189 $ — $ 16,260 $ 6,929 $ 24,653 $ 24,423 $ — $ 17,300 $ 7,123
Fair value of the financial instruments included in the tables above was determined as follows:
Description Fair Value Methodology
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 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 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. ("Republic Airways"). United holds a 19 % minority interest in Republic Airways, which is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2037.
• 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.
• United Airlines Ventures Sustainable Flight Fund (the "Fund"). United holds, through its corporate venture capital arm, United Airlines Ventures, Ltd., a 33 % ownership interest in the Fund. The Fund is an investment vehicle designed to invest in start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with sustainable aviation fuel (SAF).
Other Investments. 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 June 30, 2025, the carrying amount of these investments was $ 283 million.
Notes Receivable. 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 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
18
Table of Contents
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 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 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
Commitments. 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
Aircraft commitments are based on contractual scheduled aircraft deliveries. 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.
Guarantees. 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. 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.
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 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 $ 5.1 billion, the Company
19
Table of Contents
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 June 30, 2025, the Company had approximately 111,300 employees, of whom approximately 82 % were represented by various U.S. labor organizations.
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 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 (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.
20
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.