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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-27 · 252 added, 205 removed, 1147 unchanged (28% of the section changed)

27 unchanged sentences

Note 12 - Commitments, Contingencies and Guarantees

Note 13 - Special Charges

Note 13 - Special Charges (Credits)

Report of Independent Registered Public Accounting Firm

89 unchanged sentences

Passenger revenue $ 53,438 $ 51,829 $ 49,046

Cargo 1,743 1,495 2,171

Cargo revenue 1,779 1,743 1,495

Other operating revenue 3,853 3,491 3,176

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Retained earnings 10,092 6,880

Accumulated other comprehensive income (loss) 188 ( 62 )

Accumulated other comprehensive income 48 188

Total stockholders' equity 15,282 12,675

Total liabilities and stockholders' equity $ 76,448 $ 74,083

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

UNITED AIRLINES HOLDINGS, INC.

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Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt, finance leases and other $ 406 $ 777 $ 19

Right-of-use assets acquired through operating leases 577 552 137

Lease modifications and lease conversions 290 546 ( 84 )

Investment interests received in exchange for goods and services 18 33 103

Right-of-use assets acquired or modified through operating leases $ 1,901 $ 625 $ 761

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 25 ) 409 819

Operating leases converted to finance leases 417 239 295

Investment interests received in exchange for loans, goods and services 45 24 33

Cash Paid During the Period for:

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Net income — — — — 2,618 — 2,618

Other comprehensive income — — — — — 1,117 1,117

Other comprehensive loss — — — — — ( 237 ) ( 237 )

Stock-settled share-based compensation — — 77 — — — 77

Proceeds from exercise of stock options — — 1 — — — 1

Stock issued for share-based awards, net of shares withheld for tax 1.1 — ( 72 ) 93 ( 52 ) — ( 31 )

1 unchanged sentence

Net income — — — — 3,149 — 3,149

Other comprehensive loss — — — — — ( 237 ) ( 237 )

Other comprehensive income — — — — — 250 250

Stock-settled share-based compensation — — 135 — — — 135

Proceeds from exercise of stock options — — 1 — — — 1

Repurchase of common stock ( 3.0 ) — — ( 162 ) — — ( 162 )

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

Stock issued for share-based awards, net of shares withheld for tax 0.9 — ( 51 ) 76 ( 46 ) — ( 21 )

1 unchanged sentence

Net income — — — — 3,353 — 3,353

Other comprehensive income — — — — — 250 250

Other comprehensive loss — — — — — ( 140 ) ( 140 )

Stock-settled share-based compensation — — 142 — — — 142

Repurchases of common stock ( 8.1 ) — — ( 641 ) — — ( 641 )

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

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

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

8 unchanged sentences

Passenger revenue $ 53,438 $ 51,829 $ 49,046

Cargo 1,743 1,495 2,171

Cargo revenue 1,779 1,743 1,495

Other operating revenue 3,853 3,491 3,176

77 unchanged sentences

Retained earnings 12,842 9,487

Accumulated other comprehensive income (loss) 188 ( 62 )

Accumulated other comprehensive income 48 188

Payable to parent 1,604 2,352

1 unchanged sentence

Total liabilities and stockholder's equity $ 76,448 $ 74,083

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

UNITED AIRLINES, INC.

14 unchanged sentences

(Increase) decrease in receivables ( 297 ) 280 ( 100 )

Increase in intercompany receivables ( 186 ) ( 33 ) ( 76 )

Increase in prepaids and other assets ( 264 ) ( 166 ) ( 463 )

2 unchanged sentences

Increase in accounts payable 674 178 572

Decrease in intercompany payable ( 747 ) ( 186 ) ( 33 )

Increase in other liabilities 171 453 1,035

10 unchanged sentences

Payments of long-term debt, finance leases and other financial liabilities ( 4,771 ) ( 10,138 ) ( 4,248 )

Other, net ( 6 ) — —

Net cash used in financing activities ( 4,200 ) ( 3,999 ) ( 1,860 )

3 unchanged sentences

Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt, finance leases and other $ 406 $ 777 $ 19

Right-of-use assets acquired through operating leases 577 552 137

Lease modifications and lease conversions 290 546 ( 84 )

Investment interests received in exchange for goods and services 18 33 103

Right-of-use assets acquired or modified through operating leases $ 1,901 $ 625 $ 761

Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities ( 25 ) 409 819

Operating leases converted to finance leases 417 239 295

Investment interests received in exchange for loans, goods and services 45 24 33

Cash Paid During the Period for:

10 unchanged sentences

Net income — 2,620 — — 2,620

Other comprehensive income — — 1,117 — 1,117

Other comprehensive loss — — ( 237 ) — ( 237 )

Stock-settled share-based compensation 77 — — — 77

2 unchanged sentences

Net income — 3,151 — — 3,151

Other comprehensive loss — — ( 237 ) — ( 237 )

Other comprehensive income — — 250 — 250

Stock-settled share-based compensation 135 — — — 135

Impact of UAL share repurchase — — — ( 162 ) ( 162 )

Other — — — ( 24 ) ( 24 )

1 unchanged sentence

Net income — 3,355 — — 3,355

Other comprehensive income — — 250 — 250

Other comprehensive loss — — ( 140 ) — ( 140 )

Stock-settled share-based compensation 142 — — — 142

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The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

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.

The Company consolidates variable interest entities when it determines that it is the primary beneficiary of those entities' operations.

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

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

In 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.

Use of Estimates

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Actual results could differ from those estimates.

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker ("CODM") and are used in resource allocation and performance assessments.

T he Company manages it operations as one segment.

T he Company manages its operations as one segment.

Managing the Company as one segment allows management the opportunity to maximize the value of its route network and maximize the Company's consolidated financial results.

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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.

Within the statement of consolidated operations, Other expenses represent various purchased services related to the operations of the airline such as ground handling, passenger services, food and beverage offerings, navigation fees, personnel-related costs and information technology projects.

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

Significant Accounting Policies

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Restricted cash is classified as current or noncurrent in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.

The restricted cash balances primarily include collateral associated with the senior secured notes (the "MileagePlus Senior Secured Notes") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United, collateral for letters of credit and collateral associated with facility leases and certain insurance-related obligations.

The restricted cash balances primarily include collateral for letters of credit and collateral associated with facility leases and certain insurance-related obligations.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):

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Highly liquid investments with maturities of greater than three months, but not beyond one year, at the time of purchase are classified as short-term investments and are stated at fair value.

Investments with maturities beyond one year when purchased are classified as short-term investments if they are expected to be available to support our short-term liquidity needs.

Our short-term investments in debt securities are classified as available-for-sale and are stated at fair value.

Investments with maturities beyond one year when purchased are classified as short-term investments if they are expected to be available to support the Company's short-term liquidity needs.

Short-term investments in debt securities are classified as available-for-sale and are stated at fair value.

Realized gains and losses on sales of these investments are reflected in Interest income in the statements of consolidated operations.

4 unchanged sentences

See Note 9 of this report for additional information related to investments.

Accounts Receivable.

Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers.

Receivables primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers.

We provide an allowance for credit losses expected to be incurred.

We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators.

Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2024, 2023 and 2022.

Credit loss expense and write-offs related to receivables were not material for the years ended December 31, 2025, 2024 and 2023.

Aircraft Fuel, Spare Parts and Supplies.

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Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.

The Company enters into various leases as a lessee for assets including, but not limited to, airport facilities, airport gates, hanger sites, administrative offices, aircraft, and various other facilities and equipment to support its operations.

The Company enters into various leases as a lessee for assets including, but not limited to, airport facilities, airport gates, hangar sites, administrative offices, aircraft, and various other facilities and equipment to support its operations.

The Company determines if an arrangement contains a lease at inception.

A lease exists when the arrangement conveys the right to control the use of an identified asset over the lease term.

Upon lease commencement, the Company records a lease liability for the obligation to make lease payments and right-of-use ("ROU") asset for the right to use the underlying asset for the lease term in the consolidated balance sheets.

Upon lease commencement, the Company records a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term in the consolidated balance sheets.

The lease liability is measured at the commencement date based on the present value of lease payments not yet paid over the lease term, which includes extension and renewal options that are reasonably certain of being exercised, discounted using an incremental borrowing rate that reflects the term of the lease and the particular economic environment at lease commencement.

The ROU asset is based on the lease liability, adjusted for lease prepayments, lease incentives received, and the lessee's initial direct costs.

The right-of-use asset is based on the lease liability, adjusted for lease prepayments, lease incentives received, and the lessee's initial direct costs.

The Company does not record a right-of-use asset or lease liability for leases with an initial term of 12 months or less.

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Goodwill and indefinite-lived intangible assets are not amortized but are assessed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.

The Company typically determines fair value using either market or a variation of the income approach valuation techniques.

The Company typically determines fair value using either a market approach or a variation of the income approach valuation techniques.

These measurements include the following key assumptions:

4 unchanged sentences

For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred.

To determine fair value of the China route authority, the Company used a discounted cash flow method.

To determine the fair value of the China route authority, the Company used a discounted cash flow method.

Key assumptions used in the valuation model included forecasted revenues, margin and an overall discount rate.

19 unchanged sentences

The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable.

These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements.

These expenses could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements.

To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements.

If not, these amounts would be expensed.

See Notes 12 and 13 of this report for additional information related to labor agreements.

Share-Based Compensation.

7 unchanged sentences

Maintenance and Repairs .

The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements.

The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under the Company's power-by-the-hour ("PBTH") engine maintenance agreements.

PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program.

5 unchanged sentences

Third-party business revenue is recorded in Other operating revenue.

Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption.

Non-travel mileage redemption expenses are recorded to Other operating revenue.

Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemptions which are recorded to Other operating revenue.

Uncertain Income Tax Positions.

The Company has recorded reserves for income taxes and associated interest that may become payable in future years.

Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest.

The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the

availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions.

of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest.

The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions.

The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its statements of consolidated operations.

12 unchanged sentences

Improvements to Income Tax Disclosures." This ASU enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid.

This ASU becomes effective for us on January 1, 2025.

We are assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures.

Expense Disaggregation.

The Company adopted the standard beginning with our annual reporting for fiscal year 2025.

The adoption resulted in incremental disclosures.

See Note 7 of this report for these disclosures.

Internal-Use Software.

In September 2025, the FASB issued ASU No.

2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)." The guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

This guidance requires internal-use software development cost capitalization to begin when both of the following occur:

management has authorized and committed to funding the software project and, it is probable the project will be completed and the software will be used to perform its intended function.

The guidance is effective for the Company for annual and interim reporting periods beginning January 1, 2028;

early adoption is permitted.

The Company early adopted this ASU on January 1, 2026, using the prospective transition approach, which applies this guidance to new software costs incurred starting on the adoption date.

The adoption will not have a material impact on the Company's consolidated financial statements.

Expense Disaggregation Disclosures.

In November 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses." This ASU requires disclosing disaggregated information about certain income statement expense captions but does not change the presentation of expense information or expense captions reported on the face of the income statement.

This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027;

This ASU is effective for the Company for annual reporting periods beginning January 1, 2027 and interim reporting periods beginning January 1, 2028;

early adoption is permitted.

We are assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures.

The Company is assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures.

NOTE 2 - REVENUE RECOGNITION

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The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners.

For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e.

transportation of the passenger).

The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.

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Estimate of tickets not expected to be used ("ticket breakage").

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

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

The Company estimates the value of advance ticket sales that will ultimately expire unused based on historical experience and qualitative factors such as recent program changes.

The Company recognizes revenue related to these tickets based on the pattern in which concurrently sold tickets are used.

In the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $ 5.8 billion, $ 5.3 billion and $ 5.7 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Revenue by geography.

The Company further disaggregates its operating revenue by principal geographic region for the years ended December 31 is presented in the table below (in millions):

The Company further disaggregates its operating revenue by principal geographic region for the years ended December 31 as presented in the table below (in millions):

2025 2024 2023

5 unchanged sentences

Total $ 59,070 $ 57,063 $ 53,717

The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment.

The Company attributes revenue among the geographic regions based upon the origin and destination of each flight segment.

The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S.

1 unchanged sentence

Ancillary services.

The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenity fees, and other ticket-related fees.

The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passenger travel, such as baggage fees, premium seat fees, inflight amenity fees, and other ticket-related fees.

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

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Miles earned in conjunction with travel.

When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation.

The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis.

The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis.

At the time of travel, the Company records the portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.

Estimate of miles not expected to be redeemed ("breakage") .

The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior.

The Company uses a statistical model to estimate the probability that an account will redeem its current miles balance and reviews its breakage estimates annually.

The Company's estimate of the expected breakage of miles requires management judgment.

Changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material

changes to the deferred revenue balance as well as recognized revenues from the program.

We recognize breakage proportionally as the remaining miles are redeemed.

When MileagePlus members earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation.

The Company determines the estimated selling price of travel and miles as if each

performance obligation is sold on a separate basis.

The total consideration from each ticket sale is then allocated to each of the performance obligations, individually, on a pro-rata basis.

Estimate of miles not expected to be redeemed ("mileage breakage") .

The Company's mileage breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior.

The Company uses a statistical model to estimate the probability that an account will redeem its current miles balance and reviews its mileage breakage estimates annually.

The Company's estimate of the expected mileage breakage requires management judgment.

Changes to mileage breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program.

We recognize mileage breakage proportionally as the remaining miles are redeemed.

Estimated selling price of miles .

The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles.

The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of the selling price for these miles.

The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region.

The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.

The estimated selling price of miles is adjusted by mileage breakage that considers a number of factors, including redemption patterns of various customer groups.

Co-Brand agreement .

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Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.

We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations.

We account for payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations.

The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component.

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Balance at December 31 $ 7,777 $ 7,441

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

In the years ended December 31, 2025, 2024 and 2023, the Company recognized, in Other operating revenue, $ 3.2 billion, $ 2.9 billion and $ 2.7 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 Co-Brand Agreement.

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 Total Frequent flyer deferred revenue.

Cargo Revenue.

Cargo revenue is recognized when shipments arrive at their destination.

Cargo revenue is recognized when the related shipment arrives at its destination.

NOTE 3 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES

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On October 15, 2024, the Company announced that its Board of Directors (the "Board") authorized a new share repurchase program, allowing for purchases of up to $ 1.5 billion in the aggregate of outstanding UAL common stock and certain Warrants (as defined below) issued in connection with the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), subject to a limit of $ 500 million in the aggregate through 2024.

During the quarter ended December 31, 2024, the Company repurchased 997,076 shares of UAL common stock at an average price of $ 81.26 for a total investment of approximately $ 81 million as part of the program.

In 2025, the Company repurchased 8.1 million shares of UAL common stock at an average price of $ 78.75 for a total investment of approximately $ 640 million, including commissions and taxes, as part of the program.

As of February 5, 2026, the dollar value of shares that may yet be purchased under the program is approximately $ 0.8 billion.

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

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

As of December 31, 2024, the Company had the below Warrants outstanding:

Warrant Description Number of Shares of UAL Common Stock Exercise Price Expiration Dates

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

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

Total 3,513,714

In August 2024, the holder of the Warrants exercised 6,414,635 of the Warrants, with an exercise price of $ 31.50 , 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.

NOTE 4 - EARNINGS PER SHARE

The computations of UAL's basic and diluted earnings per share are set forth below for the years ended December 31 (in millions, except per share amounts):

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, for the years ended December 31 (in millions, except per share amounts):

2025 2024 2023

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Employee stock awards 0.3 0.3 0.6

(a) See Note 3 of this report for additional information about these Warrants.

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

(a) See Note 3 of this report for additional information on 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.

NOTE 5 - SHARE-BASED COMPENSATION PLANS

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An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents.

All awards are recorded as either equity or a liability in the Company's consolidated balance sheets.

Awards are recorded as either equity or a liability in the Company's consolidated balance sheets.

Share-based compensation expense is recorded in Salaries and related costs.

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Granted 0.1 2.5 43.42

Additional issuance due to achievement of performance metrics — 1.6 58.17

Vested ( 0.1 ) ( 1.6 ) 44.03

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NOTE 7 - INCOME TAXES

The income tax provision differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions) :

The income tax provision differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components for the years ended December 31 (in millions) :

2025 2024 2023

Income tax provision at statutory rate $ 904 21.0 % $ 875 21.0 % $ 711 21.0 %

State income tax provision, net of federal income tax benefit 56 46 13

Nondeductible employee meals 16 15 12

Nondeductible transportation fringe benefit 16 13 10

Valuation allowance 29 ( 21 ) ( 10 )

State income tax provision, net of federal income tax benefit (a) 74 1.7 % 59 1.4 % 37 1.1 %

Change in valuation allowance ( 68 ) ( 1.6 ) % 27 0.6 % ( 24 ) ( 0.7 ) %

Nontaxable or nondeductible items 27 0.6 % 48 1.2 % 39 1.1 %

Other, net 16 0.4 % 10 0.2 % 6 0.2 %

Income tax expense $ 953 22.1 % $ 1,019 24.4 % $ 769 22.7 %

Current $ 84 $ 13 $ 5

Deferred 935 756 248

Income tax expense $ 1,019 $ 769 $ 253

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2024 and 2023 were as follows (in millions):

(a) California and Colorado make up more than 50% of the state income tax expense category in 2025.

California, Colorado and Illinois make up more than 50% of the state income tax expense category in 2024 and 2023

The components of the income tax provision consisted of the following for the years ended December 31 (in millions):

2025 2024 2023

US Federal $ ( 4 ) $ 50 $ —

US State and Local 20 28 8

Foreign 12 6 5

Total Current 28 84 13

US Federal 866 898 726

US State and Local 58 37 30

Total Deferred 925 935 756

Total income tax expense:

US Federal 862 948 726

US State and Local 79 65 38

Foreign 12 6 5

Total Income Tax Expense $ 953 $ 1,019 $ 769

The following table presents tax payment, net of refunds, by jurisdiction for the years ended December 31 (in million):

2025 2024 2023

Federal $ 33 $ 47 $ 1

California 13 25 ( 4 )

Illinois 2 5 3

All other state 2 4 2

Guatemala 3 3 3

All other foreign 6 2 1

Total $ 62 $ 88 $ 7

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities as of December 31 were as follows (in millions):

2025 2024 2025 2024

Deferred income tax asset (liability):

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Deferred revenue 1,894 1,865 1,894 1,865

Employee benefits, including pension, postretirement and medical 608 695 608 695

Operating lease liabilities 1,349 1,110 1,349 1,110

Employee benefits, including pension, postretirement and medical 701 608 701 608

Other financial liabilities 478 517 478 517

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Operating lease right-of-use asset ( 1,116 ) ( 863 ) ( 1,116 ) ( 863 )

Intangibles ( 619 ) ( 632 ) ( 619 ) ( 632 )

Intangible assets ( 616 ) ( 619 ) ( 616 ) ( 619 )

Total deferred tax liabilities $ ( 9,546 ) $ ( 8,653 ) $ ( 9,546 ) $ ( 8,653 )

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The Company's federal and state NOL and tax credit carryforwards relate to prior years' NOLs and credits, which may be used to reduce tax liabilities in future years.

These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $ 9.7 billion ($ 2.0 billion tax effected) for UAL.

These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $ 10.6 billion ($ 2.2 billion tax effected) for UAL as of December 31, 2025.

If not utilized, $ 0.1 billion of these federal pre-tax NOLs will expire in 2029.

The remaining $ 9.6 billion of NOLs has no expiration date.

State pre-tax NOLs of $ 3.0 billion ($ 0.2 billion tax effected) expire over a 1 to 20 -year period.

State tax credits of $ 58 million will expire over a 1 to 15-year period.

The remaining $ 10.5 billion of NOLs have no expiration date.

State pre-tax NOLs of $ 2.8 billion ($ 0.2 billion tax effected) as of December 31, 2025 expire over a 1 to 20-year period.

As of December 31, 2025, state tax credits were $ 57 million.

These credits will expire over a 1 to 15-year period, and an additional $ 5.5 million of state tax credits have no expiration date.

As of December 31, 2025, the Company has recorded $ 108 million of valuation allowance against its capital loss deferred tax assets.

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All of the uncertain tax positions would affect the Company's effective tax rate if recognized.

The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2024, 2023 and 2022.

The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months.

Changes in unrecognized tax benefits were immaterial during 2025, 2024 and 2023.

There are no material amounts included in the balance at December 31, 2025 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

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Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss.

The 2024 actuarial gains were mainly related to discount rate changes in 2024.

Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees.

The 2025 actuarial losses were primarily related to expected pay increases for certain represented employees partially offset by asset performance.

Actuarial (gains) losses are amortized over the average remaining service life of active covered employees.

The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):

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Fair value of plan assets at beginning of year $ 3,601 $ 3,599

Actual income on plan assets 132 281

Actual return on plan assets 357 132

Employer contributions 298 5

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Total liability $ ( 577 ) $ ( 714 )

Amounts recognized in accumulated other comprehensive income (loss) consist of:

Net actuarial gain (loss) $ 95 $ ( 242 )

Total accumulated other comprehensive gain (loss) $ 95 $ ( 242 )

Amounts recognized in accumulated other comprehensive income consist of:

Net actuarial gain $ 21 $ 95

Total accumulated other comprehensive gain $ 21 $ 95

Other Postretirement Benefits

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Interest cost 31 38

Plan participants' contributions 65 67

Participant contributions 60 65

Benefits paid ( 148 ) ( 163 )

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Employer contributions 85 96

Plan participants' contributions 65 67

Participant contributions 60 65

Benefits paid ( 148 ) ( 163 )

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Total liability $ ( 495 ) $ ( 545 )

Amounts recognized in accumulated other comprehensive income (loss) consist of:

Amounts recognized in accumulated other comprehensive income consist of:

Net actuarial gain $ 354 $ 383

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All other components of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations.

The Company's expected Net periodic benefit cost (credit) for 2025 is as follows (in millions):

Pension Benefits Other Postretirement Benefits

Net periodic benefit cost (credit) $ 91 $ ( 81 )

The assumptions used for the benefit plans were as follows:

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Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels.

The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one

security class will not have an unduly detrimental impact on the entire portfolio.

The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio.

Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate.

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Alternatives 7 - 25

The table below shows the impacts of a change in certain assumptions on the 2025 net periodic benefit cost and the benefit obligations at December 31, 2024 (in millions):

Pension Benefits Other Postretirement Benefits

Impact on Benefit Obligation at December 31, 2024

100 basis points decrease in the weighted average discount rate

Impact on 2025 Net Periodic Benefit Cost

100 basis points decrease in the weighted average discount rate (a)

100 basis points decrease in the expected long-term rate of return on plan assets

(a) In general, as discount rates increase, the impact of changes in discount rates decreases.

Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate.

In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.

Fair value information.

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Total Level 1 Level 2 Level 3 Assets Measured at NAV(a) Total Level 1 Level 2 Level 3 Assets Measured at NAV(a)

Equity securities funds $ 1,231 $ 92 $ 4 $ 150 $ 985 $ 1,265 $ 74 $ 3 $ 134 $ 1,054

Equity securities $ 1,421 $ 108 $ 4 $ 184 $ 1,125 $ 1,231 $ 92 $ 4 $ 150 $ 985

Fixed-income securities 1,601 — 107 9 1,485 1,359 — 100 1 1,258

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Equity and Fixed-Income.

Equities include investments in both developed market and emerging market equity securities.

Fixed-income includes primarily U.S.

Equity securities include investments in both developed market and emerging market equity securities.

Fixed-income securities include primarily U.S.

government fixed-income securities and non-U.S.

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Other investments consist of primarily cash equivalents, as well as insurance contracts.

The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2024 and 2023 (in millions):

The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31 (in millions):

Balance at beginning of year $ 314 $ 322

Actual income (loss) on plan assets:

Actual return (loss) on plan assets:

Sold during the year — 1

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The Company expects to make required contributions to its tax-qualified defined benefit pension plans in 2026.

In 2025, employer anticipated contributions to all of United's pension and postretirement plans are at least $ 141 million and approximately $ 80 million, respectively.

In 2026, anticipated employer

contributions to all of United's pension and postretirement plans are at least $ 259 million and approximately $ 66 million, respectively.

The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2025, are as follows (in millions):

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United's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1 % to 17 % of eligible earnings depending on the terms of each plan.

United recorded expenses for its primary 401(k) defined contribution plans of $ 1.2 billion, $ 960 million and $ 756 million in the years ended December 31, 2024, 2023 and 2022, respectively.

United recorded expenses for its primary 401(k) defined contribution plans of $ 1.3 billion, $ 1.2 billion and $ 960 million in the years ended December 31, 2025, 2024 and 2023, respectively, within Salaries and related costs in the Company's statements of consolidated operations.

Multi-Employer Plans.

United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2024 is outlined in the table below.

United contributes to the IAM National Pension Plan ("IAM Plan") under the terms of collective bargaining agreements that cover certain of its employees represented by the International Association of Machinists and Aerospace Workers (the "IAM").

The IAM Plan provides for retirement, death and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility and participation requirements, vesting periods and benefit formulas.

The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United, or if a withdrawal from a multi-employer plan occurs for United.

The IAM Plan reported $ 570 million in employers' contributions for the year ended December 31, 2023.

The IAM Plan reported $ 640 million of employer contributions for the year ended December 31, 2024.

For 2024, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan.

The 2025 information is not available as the applicable Form 5500 is not final for the plan year.

United's participation in the IAM Plan for the annual period ended December 31, 2025 is outlined in the table below.

Pension Fund IAM National Pension Fund ("IAM Fund")

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Under the plan, for each year in which our adjusted pre-tax profit (which is calculated as pre-tax profit, excluding unusual, special or non-recurring charges, profit sharing expense and share-based compensation) exceeds a certain amount, a specified portion of that profit will be distributed to eligible employees.

The Company recorded profit sharing and related payroll tax expense of $ 713 million, $ 681 million and $ 133 million in 2024, 2023 and 2022, respectively.

The Company recorded profit sharing and related payroll tax expense of $ 704 million,

$ 713 million and $ 681 million in 2025, 2024 and 2023, respectively.

Profit sharing expense is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.

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Cash and cash equivalents $ 5,942 $ 5,942 $ — $ — $ 8,769 $ 8,769 $ — $ —

Restricted cash - current (Note 1) 11 11 — — 31 31 — —

Restricted cash - non-current (Note 1) 166 166 — — 245 245 — —

Restricted cash - current — — — — 11 11 — —

Restricted cash - non-current 139 139 — — 166 166 — —

Short-term investments:

Corporate debt 3,399 — 3,399 — 3,127 — 3,127 —

government and agency notes 2,465 — 2,465 — 2,280 — 2,280 —

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

Corporate debt 3,127 — 3,127 — — — — —

Other fixed-income securities 433 — 433 — 240 — 240 —

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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., Mesa Air Group, Inc.

United concluded that Mesa is a variable interest entity as of December 31, 2024.

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.

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.

and Eve Holding, Inc.

Equity securities at December 31, 2024 also included Mesa Air Group, Inc.

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.

On November 7, 2025, United entered into an equity investment agreement with Azul and certain of Azul's subsidiaries, pursuant to which United subscribed for $ 100 million of Azul shares in connection with Azul's completion of the reorganization process.

Consummation of United's investment is subject to the satisfaction of certain conditions precedent, including but not limited to completion of Azul's reorganization plan.

Other fair value information - The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions).

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• Republic Airways Holdings Inc.

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

("Republic").

Republic currently operates 66 regional aircraft under CPAs with United that have terms through 2036.

On November 25, 2025, Mesa consummated the transactions contemplated by the Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (the "Merger Agreement"), with Republic Airways Holdings Inc.

("Legacy Republic").

Subject to the terms and conditions of the Merger Agreement, Legacy Republic merged with and into Mesa (the "Merger"), with the Mesa legal entity continuing as the surviving corporation following the Merger and renamed "Republic Airways Holdings Inc." ("Republic").

Concurrent with the execution of the Merger Agreement, Legacy Republic, Mesa and its affiliates, and United entered into a Three Party Agreement that provided 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 additional shares of up to 6 % of the total equity interests of Republic, subject to final determination within 60 days of the completion of the Merger.

As of December 31, 2025, United accounted for the consideration to be received within Receivables, net on its consolidated balance sheets.

On February 3, 2026, the Company and Republic reached an agreement on the remaining shares and the Company received an additional allocation of 2,744,348 shares, or approximately 5.8 % of Republic, for a total ownership interest of approximately 22.3 % of the issued and outstanding common stock of Republic.

As of December 31, 2025, United held approximately 16.5 % minority interest in Republic.

As of December 31, 2024, United held a 19 % minority interest in Legacy Republic and a 10 % minority interest in Mesa.

Republic Airways Inc.

currently operates 66 regional aircraft under CPAs with United that have terms through 2037.

Mesa Airlines, Inc.

currently operates 60 regional aircraft under a CPA with a term through 2036.

• CommuteAir LLC.

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

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

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

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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).

The Fund is an investment vehicle designed to support 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.

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As of December 31, 2025, the Company has $ 54 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 portions of the notes receivable are recorded in Investments in affiliates and other, net on the Company's consolidated balance sheet.

The current portions of the notes receivable are recorded in Receivables, net and the noncurrent portions are recorded in Investments in affiliates and other, net on the Company's consolidated balance sheet.

NOTE 10 - DEBT

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Equipment Notes (a) 2026 — 2037 2.70 % — 6.25 % $ 11,708 $ 12,983

MileagePlus Senior Secured Notes

2027 6.50 % 1,900 2,660

MileagePlus Term Loan Faci lity

n/a n/a — 2,100

2026 and 2029 Notes 2026 — 2029 4.38 % — 4.63 % 4,000 4,000

2021 Term Loan s

n/a n/a — 3,870

2024 Term Loans (b) 2031 5.73 % 2,061 2,082

Notes 2025 4.88 % 315 596

MileagePlus Senior Secured Notes

n/a n/a — 1,900

Other secured debt 2029 — 2035 4.00 % — 5.25 % 361 295

Notes n/a n/a — 315

Other unsecured debt 2027 5.75 % 71 81

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These PSP Notes have a rate of 1.00 % in years 1 through 5, and a rate of the SOFR plus 2.00 % in years 6 through 10.

As of December 31, 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 debt discount or debt issuance costs) as of December 31, 2025 under then-outstanding long-term debt agreements (in millions):

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Contractual principal payments $ 4,096 $ 2,011 $ 1,839 $ 2,932 $ 2,467 $ 8,039 $ 21,383

On July 2, 2024, the Company voluntarily prepaid in full the $ 1.8 billion outstanding principal balance of the secured term loan facility, secured ratably with the MileagePlus Senior Secured Notes, by substantially all of the assets of MPH (the "MileagePlus Term Loan"), in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder.

In 2023, United prepaid $ 1.0 billion of the outstanding principal amount under the 2021 Term Loans.

See Note 13 for information related to charges recorded as a result of these prepayments.

On February 15, 2024, the Company entered into an Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility"), increasing the borrowing capacity by $ 1.115 billion, bringing the total amount available under the Revolving Credit Facility to $ 2.865 billion, which may be drawn upon until February 15, 2029, in the case of any Revolving Loans (as defined in the Revolving Credit Facility) made by the Extending Lenders (as defined in the Revolving Credit Facility), and until April 21, 2025, in the case of any Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility).

On April 16, 2024, the Company further increased the revolving loan commitments of the Extending Lenders by $ 100 million for a total amount available thereunder of $ 2.965 billion.

Following such increase, and after the extension of the maturity of $ 150 million from April 21, 2025 to February 15, 2029, the revolving loan commitments of the Extending Lenders equal $ 2.95 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $ 15 million.

As of December 31, 2024, we had $ 2.965 billion undrawn and available under the Revolving Credit Facility.

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

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

2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan Facility" and, together with the Revolving Credit Facility, the "2024 Loan Facilities") and (i) used available cash in an amount equal to $ 1.37 billion to partially prepay the term loans under a 2021 term loan facility and (ii) borrowed the entire term loan commitment available under the Term Loan Facility in an amount equal to $ 2.5 billion and used the proceeds of such terms loans (the "2024 Term Loans") to prepay in full the remaining outstanding principal balance under the existing term loan facility.

The 2024 Term Loans bear interest at a variable rate equal to Term SOFR (subject to a floor of 0.0 %);

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

The remaining balance of the 2024 Term Loans will mature and be due and payable on February 22, 2031.

On November 1, 2024, the Company made an optional prepayment of $ 400 million on its 2024 Term Loans and lowered its margin to 2.00 %, in the case of Term SOFR loans, and 1.00 %, in the case of loans at other market rates.

The 2024 Loan Facilities are secured on a senior basis by continuing security interests granted by United to the Collateral Trustee for the benefit of the lenders under the 2024 Loan Facilities, among other parties, on the following (the "Collateral"), subject to certain exclusions:

(i) all of United's route authorities granted by the U.S.

Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) United's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F.

Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport, and (iii) United's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.

The Collateral securing the 2024 Loan Facilities also presently secures on a senior basis (i) the Company's 4.375 % senior secured notes due 2026, and (ii) the Company's 4.625 % senior secured notes due 2029.

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

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

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

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

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

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

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

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

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

In addition to the Equipment Notes described above, United borrowed $ 1.4 billion aggregate principal amount from financial institutions to finance the purchase of aircraft.

In 2025 , United borrowed $ 0.5 billion aggregate principal amount from financial institutions to finance the purchase of aircraft.

The notes evidencing these borrowings, which are secured by the related aircraft, mature between 2035 and 2037 and bear interest equal to Term SOFR plus a margin with variable rates ranging from 5.29 % to 5.39 %.

In November 2025, at the request of United, the Greater Orlando Aviation Authority issued its approximately $ 258 million special purpose airport facilities revenue bonds and loaned the proceeds of such bonds to United pursuant to a loan agreement to finance a portion of the costs of constructing certain airport improvements, including a hangar among other facilities, to be installed and leased by United at Orlando International Airport.

The bonds bear interest at 5.25 % to 5.50 % per annum, payable semiannually, commencing May 1, 2026 through the November 1, 2037 final maturity date.

As security for United's obligations under the loan agreement, United also entered into a leasehold mortgage which grants to the trustee of the bonds (acting on behalf of the bondholders) a lien on United's interest in the leased premises and any improvements thereon owned by or leased to United.

As of December 31, 2025, United had recorded approximately $ 71 million related to this debt.

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 Senior Secured 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 Senior Secured Notes, all indebtedness secured by the MileagePlus assets have been fully repaid.

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, limit our ability under certain circumstances to create liens on collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

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

On February 2, 2026, UAL issued, in a public offering, $ 1,000,000,000 principal amount of its 5.375 % Senior Notes due 2031 (the "2031 Notes"), which are guaranteed by United.

The 2031 Notes, issued at a price of 100 % of their principal amount, bear interest at a rate of 5.375 % per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2031.

UAL, at its option, may redeem the 2031 Notes at any time prior to September 1, 2030, in whole or in part, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2031 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

At any time on or after September 1, 2030, UAL may redeem the 2031 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

On February 3, 2026, the Company entered into Amendment No.

4 to Term Loan Credit and Guaranty Agreement (2024 Term Loans) that lowered the margin on its interest rate to 1.75 %, in the case of Term SOFR Rate (as such term is defined in the Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended) loans, and 0.75 %, in the case of loans at other market rates.

On February 6, 2026, UAL issued, in a public offering, $ 1,000,000,000 principal amount of its 4.875 % Senior Notes due 2029 (the "2029 Notes"), which are guaranteed by United.

The 2029 Notes, issued at a price of 100 % of their principal amount, bear interest at a rate of 4.875 % per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2029.

UAL, at its option, may redeem the 2029 Notes at any time prior to December 1, 2028, in whole or in part, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2029 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

At any time on or after December 1, 2028, UAL may redeem the 2029 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

NOTE 11 - LEASES

United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items.

Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to,

relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets.

Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets.

Due to the variable nature of these payments, they are not included in the calculation of the right-of-use asset and lease liability.

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Aircraft operating leases relate to leases of 81 mainline and 217 regional aircraft while finance leases relate to leases of 27 mainline and 11 regional aircraft.

United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2025 through 2036.

United's aircraft leases have remaining lease terms of up to 12 years with expiration dates ranging from 2026 through 2037.

Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.

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The related obligations are recorded in Current maturities of long-term debt, finance leases, and other financial liabilities and Long-term debt, finance leases, and other financial liabilities .

These aircraft leases have remaining lease terms of 9 months to 12 years with expiration dates ranging from 2025 through 2037.

These aircraft leases have remaining lease terms of 7 years to 11 years with expiration dates ranging from 2032 through 2037.

Non-aircraft leases have remaining lease terms of 1 month to 32 years.

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2026 $ 929 $ 101

2027 1,123 241

After 2030 3,642 2

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The IAH SFRBs have interest rates ranging from 5.25 % to 5.50 % per annum, payable semiannually, commencing in July 2025 through the July 2039 maturity date of the IAH SFRBs.

United will account for the lease payments related to these IAH SFRBs as an operating lease recognized as a right-of-use asset and lease liability on the Company's balance sheet.

United is accounting for the lease payments related to these IAH SFRBs as an operating lease recognized as a right-of-use asset and lease liability on the Company's balance sheet.

As of December 31, 2025, we had entered into leases with rental obligations of approximately $ 6.6 billion for several mainline aircraft, regional aircraft under CPAs, airport facilities, including the lease associated with the IAH SFRBs described above, and office space, none of which had commenced as of such date.

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Weighted-average interest rate - other financial liabilities 5.8 % 5.3 %

The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):

The table below presents supplemental cash flow information related to leases during the years ended December 31 (in millions):

2025 2024 2023

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Purchase Commitments.

The table below summarizes United's firm commitments as of December 31, 2024, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments (in billions):

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

2026 2027 2028 2029 2030 After 2030 Total

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Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.

The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts.

The fees are based on rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts.

Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company.

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Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers.

In 2025, United amended several of its CPAs with certain of its regional carriers to amend the contractually agreed fees (carrier costs) paid to those carriers, modify the terms for certain aircraft, and modify service entry dates for certain new aircraft.

United recorded approximately $ 1.1 billion, $ 1.1 billion and $ 1.1 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2025, 2024 and 2023, respectively.

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

These amounts exclude variable pass-through costs such as fuel and landing fees, among others.

These amounts exclude certain variable pass-through costs such as fuel and landing fees, among others.

Based on these assumptions as of December 31, 2025, our estimated future payments through the end of the terms of our CPAs are presented in the table below (in billions):

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The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business.

As of December 31, 2024, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and t he ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows.

The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is reasonably estimable.

These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.

These amounts are recorded based on the Company's assessments of the

likelihood of their eventual disposition.

As of December 31, 2025, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and t he ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows, except as described below.

Dispute with Rolls-Royce

In 2010, the Company entered into agreements with Rolls-Royce for engine purchases and related maintenance services for certain widebody aircraft.

In 2017, the Company paid Rolls-Royce a $ 175 million commitment payment under those agreements.

In December 2025, following a breach by Rolls-Royce, the Company issued a demand for payment representing the commitment payment plus contractual escalation.

Rolls-Royce did not make the demanded payment.

Rolls-Royce subsequently terminated the referenced agreements with the Company and asserted that the Company breached the agreements.

The Company has disputed that Rolls-Royce properly terminated the agreements.

Each of the parties contends that the other owes it damages.

The Company has taken steps to recover the amounts it believes Rolls-Royce owes the Company, along with other damages to which the Company believes it is entitled.

No assurance can be given that the Company will recover the funds it believes it is owed, or to the ultimate outcome of this matter.

The Company is also considering further implications of this dispute with respect to other parties.

At this time, the Company has determined that a loss is neither probable nor reasonably estimable due to the preliminary nature of this matter.

Additionally, the Company has not recognized any gains for this matter as of December 31, 2025.

To the extent to which such amounts are determined to be realizable in the future, those gains would be recorded in the period such determination is made.

Guarantees and Indemnifications.

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At December 31, 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 from non-U.S.

entities, with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.3 billion, the Company bears the risk of any change in tax laws that would subject loan payments thereunder to non-U.S.

entities to withholding taxes, subject to customary exclusions.

In several financing transactions with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.4 billion, the Company bears the risk of any change in tax laws that would subject loan payments thereunder to withholding taxes, subject to customary exclusions.

Fuel Consortia.

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As of December 31, 2025, the Company's contingent exposure was approximately $ 513 million principal amount of such obligations based on its recent consortia participation.

The Company's contingent exposure could increase if the participation of other air carriers decreases.

The Company's contingent exposure could increase if the participation of

other air carriers decreases.

The guarantees will expire when these obligations are paid in full, which ranges from 2027 to 2056.

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labor organizations.

NOTE 13 - SPECIAL CHARGES

For the years ended December 31, operating and nonoperating special charges and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):

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

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.

As of the date of this report, the Company and the AFA continue their negotiations for a revised TA.

NOTE 13 - SPECIAL CHARGES (CREDITS)

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

2025 2024 2023

(Gains) losses on sale of assets and other special charges $ 112 $ 135 $ 140

Labor contract ratification bonuses $ 561 $ — $ 814

(Gains) losses on sale of assets and other special charges ( 303 ) 112 135

Total operating special charges 259 112 949

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Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes $ 138 $ 385 $ 719

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

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

During 2025, the Company recorded a $ 561 million special charge in connection with a proposed labor contract ratification payment for the Company's employees represented by the AFA.

See Note 12 for more information related to this labor contract.

During 2025, the Company recorded $ 303 million of net gains on sale of assets and other special charges, which were primarily comprised of $ 427 million of gains on various aircraft sale-leaseback transactions, partially offset by $ 125 million in other charges mainly consisting of certain one-time expenses related to the Three Party Agreement in connection with the merger between Mesa and Legacy Republic and write-offs related to various cancelled projects.

During 2025, the Company recorded $ 20 million of charges related to the prepayment in full of the outstanding principal balance of the MileagePlus senior secured notes in July 2025.

See Note 10 for more information related to this prepayment.

During 2024, the Company recorded $ 128 million of charges related to the prepayment in full of the outstanding principal balance of the MileagePlus Term Loan in July 2024, the refinancing of its 2021 term loans in February 2024 and a partial prepayment of the 2024 Term Loans.

During 2023, the Company recorded $ 814 million of expense associated with the agreements with its employees represented by the Air Line Pilots Association, the International Association of Machinists and Aerospace Workers and other labor unions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data