What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-16 compared with 2025-07-17 · 105 added, 95 removed, 473 unchanged (30% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

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

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

2025 2024 2025 2024

13 unchanged sentences

Aircraft rent 54 65 172 148

Special charges 447 36 340 49

Special charges (credits) ( 73 ) ( 5 ) 266 44

Other operating expenses 2,546 2,304 7,359 6,663

5 unchanged sentences

Interest capitalized 53 53 152 174

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

Unrealized losses on investments, net ( 13 ) ( 90 ) ( 8 ) ( 160 )

Miscellaneous, net 9 ( 50 ) 86 ( 40 )

9 unchanged sentences

(In millions)

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

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

2025 2024 2025 2024

9 unchanged sentences

(In millions, except shares)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 6,730 $ 8,769

32 unchanged sentences

authorized 1,000,000,000 shares;

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

outstanding 323,743,462 and 327,899,771 shares at September 30, 2025 and December 31, 2024, respectively

Additional capital invested 8,878 8,980

8 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities:

6 unchanged sentences

Other, net ( 64 ) ( 211 )

Net cash provided by (used in) investing activities ( 3,042 ) 1,575

Net cash used in investing activities ( 4,785 ) ( 936 )

Financing Activities:

4 unchanged sentences

Net cash used in financing activities ( 4,436 ) ( 3,591 )

Net increase in cash, cash equivalents and restricted cash 585 4,780

Net increase (decrease) in cash, cash equivalents and restricted cash ( 2,075 ) 2,694

Cash, cash equivalents and restricted cash at beginning of the period 8,946 6,334

18 unchanged sentences

Shares Amount

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

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

Net income — — — — 949 — 949

3 unchanged sentences

Stock issued for share-based awards, net of shares withheld for tax 0.2 — ( 15 ) 12 ( 10 ) — ( 13 )

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

Balance at September 30, 2025 323.7 $ 4 $ 8,878 $ ( 3,745 ) $ 9,049 $ 123 $ 14,309

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

5 unchanged sentences

Stock issued for share-based awards, net of shares withheld for tax 1.9 — ( 112 ) 111 ( 107 ) — ( 108 )

Balance at September 30, 2025 323.7 $ 4 $ 8,878 $ ( 3,745 ) $ 9,049 $ 123 $ 14,309

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

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

Net income — — — — 965 — 965

1 unchanged sentence

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

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

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

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

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

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

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

Net loss — — — — 1,199 — 1,199

Net income — — — — 2,164 — 2,164

Other comprehensive loss — — — — — ( 47 ) ( 47 )

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

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

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

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

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

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

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

2 unchanged sentences

(In millions)

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

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

2025 2024 2025 2024

13 unchanged sentences

Aircraft rent 54 65 172 148

Special charges 447 36 340 49

Special charges (credits) ( 73 ) ( 5 ) 266 44

Other operating expenses 2,545 2,304 7,358 6,662

5 unchanged sentences

Interest capitalized 53 53 152 174

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

Unrealized losses on investments, net ( 13 ) ( 90 ) ( 8 ) ( 160 )

Miscellaneous, net 9 ( 50 ) 86 ( 40 )

7 unchanged sentences

(In millions)

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

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

2025 2024 2025 2024

9 unchanged sentences

(In millions, except shares)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 6,730 $ 8,769

31 unchanged sentences

authorized 1,000 shares;

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

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

Additional capital invested 727 617

8 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities:

6 unchanged sentences

Other, net ( 64 ) ( 211 )

Net cash provided by (used in) investing activities ( 3,042 ) 1,575

Net cash used in investing activities ( 4,785 ) ( 936 )

Financing Activities:

3 unchanged sentences

Net cash used in financing activities ( 3,718 ) ( 3,490 )

Net increase in cash, cash equivalents and restricted cash 585 4,780

Net increase (decrease) in cash, cash equivalents and restricted cash ( 2,075 ) 2,694

Cash, cash equivalents and restricted cash at beginning of the period 8,946 6,334

16 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

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

Net income — 949 — — 949

3 unchanged sentences

Other — — — ( 14 ) ( 13 )

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

Balance at September 30, 2025 $ 727 $ 11,798 $ 123 $ 1,633 $ 14,281

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

4 unchanged sentences

Other — — — ( 109 ) ( 109 )

Balance at September 30, 2025 $ 727 $ 11,798 $ 123 $ 1,633 $ 14,281

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

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

Net income — 965 — — 965

1 unchanged sentence

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

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

Other — — — ( 1 ) ( 1 )

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

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

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

Net loss — 1,200 — — 1,200

Net income — 2,165 — — 2,165

Other comprehensive loss — — ( 47 ) — ( 47 )

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

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

Other — — — ( 21 ) ( 21 )

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

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

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

25 unchanged sentences

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 manages its operations as one segment.

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

4 unchanged sentences

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,

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

2025 2024 2025 2024

2 unchanged sentences

Atlantic 3,486 3,432 8,755 8,542

Latin America 1,362 1,346 2,919 2,791

Pacific 1,568 1,531 5,009 4,721

Latin America 1,181 1,232 4,100 4,023

Total $ 15,225 $ 14,843 $ 43,673 $ 42,368

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.

In the nine months ended September 30, 2025 and 2024, the Company recognized approximately $ 5.8 billion and $ 5.2 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.

The Company recorded approximately $ 1.3 billion and $ 3.5 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2025, respectively.

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

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

2025 2024 2025 2024

4 unchanged sentences

Ending Balance $ 7,702 $ 7,371 $ 7,702 $ 7,371

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.

In the three and nine months ended September 30, 2025, the Company recognized, in Other operating revenue, $ 0.8 billion and $ 2.4 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.

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 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.

1 unchanged sentence

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,

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

2025 2024 2025 2024

15 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 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.

In the three and nine months ended September 30, 2025, the Company repurchased, through open market purchases, approximately 0.2 million and 7.8 million shares, respectively, of UAL common stock for a total of approximately $ 19 million and $ 612 million, respectively, as part of its share repurchase program.

As of October 9, 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

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

Changes in value 1 6 ( 2 ) 5

Amounts reclassified to earnings ( 31 ) (b) — 7 ( 24 )

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

Balance at September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123

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

1 unchanged sentence

Amounts reclassified to earnings ( 92 ) (b) ( 2 ) 21 ( 73 )

Balance at September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123

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

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

Changes in value ( 5 ) 15 ( 2 ) 8

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

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

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

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

1 unchanged sentence

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

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

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

(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 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 Company's effective tax rates for the three and nine months ended September 30, 2025 were 24.4 % and 22.5 %, respectively.

The Company's effective tax rate for both the three and nine months ended September 30, 2024 was 25.0 % 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.

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.

The decrease in the effective tax rate in the three and nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to 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 June 30 (in millions):

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

Pension Benefits Other Postretirement Benefits Affected Line Item

7 unchanged sentences

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

Other — 1 — — Miscellaneous, net

Total $ 23 $ 26 $ ( 20 ) $ ( 20 )

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

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

Pension Benefits Other Postretirement Benefits Affected Line Item

7 unchanged sentences

Amortization of prior service credit — — ( 65 ) ( 70 ) Miscellaneous, net

Other 1 1 — — Miscellaneous, net

Total $ 68 $ 81 $ ( 61 ) $ ( 59 )

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

During the three and nine months ended September 30, 2025, the Company contributed $ 230 million and $ 289 million, respectively, to its U.S.

domestic tax-qualified defined benefit pension plans.

1 unchanged sentence

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

September 30, 2025 December 31, 2024

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

3 unchanged sentences

Short-term investments:

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 3,472 — 3,472 — 3,127 — 3,127 —

government and agency notes 2,569 — 2,569 — 2,280 — 2,280 —

Other fixed-income securities 559 — 559 — 240 — 240 —

Certificates of deposit placed through an account registry service (CDARS) — — — — 59 — 59 —

Long-term investments:

5 unchanged sentences

("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.

and Mesa Air Group, Inc.

United concluded that Mesa is a variable interest entity as of September 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.

4 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

7 unchanged sentences

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:

As of September 30, 2025, United holds investments, accounted for using the equity method, with a combined carrying amount of approximately $ 265 million, including the following:

• Republic Airways Holdings Inc.

10 unchanged sentences

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.

As of September 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.

As of September 30, 2025, the carrying amount of these investments was $ 286 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.

As of September 30, 2025, the Company has $ 75 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.

1 unchanged sentence

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 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

As of September 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 $ 130 million of unamortized debt discount, premiums and debt issuance costs) as of September 30, 2025 under then-outstanding long-term debt agreements (in millions):

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

Contractual principal payments $ 397 $ 4,092 $ 2,008 $ 1,835 $ 2,928 $ 10,403 $ 21,664

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.

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

On July 7, 2025, Mileage Plus Holdings, LLC ("MPH"), a direct wholly owned subsidiary of United, and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly owned subsidiary of MPH ("MIPA" and, together with MPH, the "Issuers"), redeemed in full (the "Redemption") all $ 1.52 billion aggregate principal amount of the Issuers' outstanding MileagePlus 6.5 % senior secured notes due 2027 (the "MileagePlus Notes"), which were secured by substantially all of the assets of the Issuers and their subsidiaries.

As a result of the Redemption and the July 2024 voluntarily prepayment in full of the $ 1.80 billion outstanding principal balance of the secured term loan facility, which was secured ratably with the MileagePlus Notes, all indebtedness secured by the MileagePlus assets have been fully repaid.

NOTE 9 - COMMITMENTS, CONTINGENCIES, AND GUARANTEES

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

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

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

Purchase commitments $ 4.6 $ 7.8 $ 5.1 $ 6.4 $ 8.1 $ 22.4 $ 54.3

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 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.

In September 2025, the Company entered into an agreement with the lessor of 25 Airbus A319 aircraft to purchase those aircraft at the end of the applicable lease term, between 2026 and 2029.

The provisions of such agreement resulted in a change to the accounting classification of the applicable leases from operating leases to finance leases.

As of September 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.

3 unchanged sentences

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.

At September 30, 2025, the Company had $ 8.6 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

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 $ 5.5 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 June 30, 2025, the Company had approximately 111,300 employees, of whom approximately 82 % were represented by various U.S.

As of September 30, 2025, the Company had approximately 111,900 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,

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

In the second quarter of 2025, the Company recorded, in Special charges, $ 561 million of expenses related to this ratification payment.

On July 29, 2025, the Company's employees represented by the AFA voted against ratification of the TA.

The Company and the AFA are expected to restart negotiations on October 29, 2025.

NOTE 10 - SPECIAL CHARGES (CREDITS)

For the three and nine months ended September 30, 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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

(Gains) losses on sale of assets and other special charges ( 73 ) ( 5 ) ( 295 ) 44

Total operating special charges 447 36 340 49

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

Total operating special charges (credits) ( 73 ) ( 5 ) 266 44

Nonoperating unrealized losses on investments, net 13 90 8 160

Nonoperating debt extinguishment and modification fees 20 75 20 110

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

Total nonoperating special charges and unrealized losses on investments, net 33 165 28 270

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net ( 40 ) 160 295 314

Income tax benefit, net of valuation allowance — ( 15 ) ( 127 ) ( 34 )

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.

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net of income taxes $ ( 40 ) $ 145 $ 168 $ 280

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

During the three and nine months ended September 30, 2025, the Company recorded $ 73 million and $ 295 million, respectively, of net gains on sale of assets and other special charges, which were primarily comprised of $ 75 million and $ 336 million, respectively, of gains on various aircraft sale-leaseback transactions.

During the nine months ended September 30, 2025, the Company also recorded a $ 561 million special charge in connection with a labor contract ratification bonus for the Company's employees represented by the AFA.

See Note 9 for more information related to the negotiations.

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