Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED )
(In millions, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Operating revenue:
Passenger revenue $ 16,241 $ 13,815 $ 45,507 $ 39,512
Cargo revenue 529 431 1,478 1,290
Other operating revenue 1,106 979 3,170 2,872
Total operating revenue 17,875 15,225 50,156 43,673
Operating expense:
Salaries and related costs 4,961 4,555 14,209 13,123
Aircraft fuel 4,843 2,997 12,993 8,473
Landing fees and other rent 1,046 1,002 3,050 2,836
Aircraft maintenance materials and outside repairs 806 779 2,565 2,374
Depreciation and amortization 777 730 2,295 2,191
Regional capacity purchase 725 686 2,160 2,012
Distribution expenses 632 555 1,799 1,538
Aircraft rent 116 54 311 172
Special charges (credits) ( 215 ) ( 73 ) ( 749 ) 266
Other operating expenses 2,739 2,546 7,984 7,359
Total operating expense 16,429 13,830 46,617 40,345
Operating income 1,446 1,395 3,539 3,328
Nonoperating income (expense):
Interest expense ( 359 ) ( 331 ) ( 1,029 ) ( 1,048 )
Interest income 157 142 440 473
Interest capitalized 56 53 169 152
Unrealized gains (losses) on investments, net ( 13 ) ( 13 ) 13 ( 8 )
Miscellaneous, net 24 9 74 86
Total nonoperating expense, net ( 135 ) ( 141 ) ( 331 ) ( 346 )
Income before income taxes 1,311 1,255 3,208 2,981
Income tax expense 282 306 675 672
Net income $ 1,029 $ 949 $ 2,533 $ 2,309
Earnings per share, basic $ 3.17 $ 2.93 $ 7.80 $ 7.10
Earnings per share, diluted $ 3.14 $ 2.90 $ 7.74 $ 7.02
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In millions)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Net income $ 1,029 $ 949 $ 2,533 $ 2,309
Other comprehensive income (loss), net of tax:
Employee benefit plans ( 12 ) ( 23 ) ( 40 ) ( 72 )
Investments and other ( 17 ) 4 ( 33 ) 8
Total other comprehensive loss, net of tax ( 28 ) ( 19 ) ( 73 ) ( 64 )
Total comprehensive income, net $ 1,001 $ 930 $ 2,459 $ 2,245
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except shares)
September 30, 2026 December 31, 2025
ASSETS
Cash and cash equivalents $ 6,648 $ 5,942
Short-term investments 8,005 6,298
Receivables, net 2,636 2,391
Aircraft fuel, spare parts and supplies, net 1,954 1,556
Prepaid expenses and other 746 671
Total current assets 19,988 16,857
Operating property and equipment, net 49,368 46,121
Operating lease right-of-use assets 6,992 4,958
Goodwill 4,527 4,527
Intangible assets, net 2,641 2,655
Investments in affiliates and other, net 1,604 1,330
Total noncurrent assets 65,132 59,591
Total assets $ 85,120 $ 76,448
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 5,403 $ 4,567
Accrued salaries and benefits 3,007 3,900
Advance ticket sales 10,672 8,131
Frequent flyer deferred revenue 4,084 3,721
Current maturities of long-term debt, finance leases, and other financial liabilities 1,848 4,426
Current maturities of operating leases 934 631
Other 691 757
Total current liabilities 26,639 26,133
Long-term debt, finance leases, and other financial liabilities 24,550 20,562
Long-term obligations under operating leases 6,962 5,417
Frequent flyer deferred revenue 3,881 4,056
Pension and postretirement benefit liability 825 1,058
Deferred income taxes 3,093 2,463
Other 1,415 1,478
Total noncurrent liabilities 40,727 35,033
Commitments and contingencies
Stockholders' equity:
Preferred stock — —
Common stock at par, $ 0.01 par value; authorized 1,000,000,000 shares; outstanding 324,889,913 and 323,470,682 shares at September 30, 2026 and December 31, 2025, respectively
4 4
Additional capital invested 8,936 8,911
Stock held in treasury, at cost ( 3,718 ) ( 3,773 )
Retained earnings 12,557 10,092
Accumulated other comprehensive income (loss) ( 26 ) 48
Total stockholders' equity 17,754 15,282
Total liabilities and stockholders' equity $ 85,120 $ 76,448
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES HOLDINGS, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In millions)
Nine Months Ended September 30,
2026 2025
Operating Activities:
Net cash provided by operating activities $ 6,874 $ 7,145
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns ( 5,154 ) ( 3,984 )
Purchases of short-term and other investments ( 7,583 ) ( 6,454 )
Proceeds from sale of short-term and other investments 5,779 5,654
Proceeds from sale of property and equipment 54 63
Other, net ( 289 ) ( 64 )
Net cash used in investing activities ( 7,192 ) ( 4,785 )
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees 6,698 485
Payments of long-term debt, finance leases and other financial liabilities ( 5,541 ) ( 4,196 )
Repurchases of common stock ( 27 ) ( 610 )
Other, net ( 98 ) ( 114 )
Net cash provided by (used in) financing activities 1,031 ( 4,436 )
Net increase (decrease) in cash, cash equivalents and restricted cash 713 ( 2,075 )
Cash, cash equivalents and restricted cash at beginning of the period 6,081 8,946
Cash, cash equivalents and restricted cash at end of the period (a) $ 6,794 $ 6,871
Investing and Financing Activities Not Affecting Cash:
Right-of-use assets acquired or modified through operating leases $ 2,488 $ 1,382
Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities 140 ( 52 )
Operating leases converted to finance leases 66 417
Investment interests received in exchange for loans, goods and services 60 16
(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets:
Cash and cash equivalents $ 6,648 $ 6,730
Restricted cash in Investments in affiliates and other, net 146 141
Total cash, cash equivalents and restricted cash $ 6,794 $ 6,871
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)
(In millions)
Common
Stock Additional
Capital Invested Treasury Stock Retained Earnings Accumulated
Other Comprehensive Income (Loss) Total
Shares Amount
Balance at June 30, 2026 324.6 $ 4 $ 8,879 $ ( 3,724 ) $ 11,535 $ 3 $ 16,697
Net income — — — — 1,029 — 1,029
Other comprehensive loss — — — — — ( 28 ) ( 28 )
Stock-settled share-based compensation — — 59 — — — 59
Proceeds from exercise of stock options 0.2 — 9 — — — 9
Stock issued for share-based awards, net of shares withheld for tax 0.1 — ( 12 ) 6 ( 7 ) — ( 12 )
Balance at September 30, 2026 324.9 $ 4 $ 8,936 $ ( 3,718 ) $ 12,557 $ ( 26 ) $ 17,754
Balance at December 31, 2025 323.5 $ 4 $ 8,911 $ ( 3,773 ) $ 10,092 $ 48 $ 15,282
Net income — — — — 2,533 — 2,533
Other comprehensive loss — — — — — ( 73 ) ( 73 )
Stock-settled share-based compensation — — 133 — — — 133
Proceeds from exercise of stock options 0.2 — 9 — — — 9
Repurchases of common stock ( 0.3 ) — — ( 27 ) — — ( 27 )
Stock issued for share-based awards, net of shares withheld for tax 1.6 — ( 117 ) 83 ( 67 ) — ( 101 )
Balance at September 30, 2026 324.9 $ 4 $ 8,936 $ ( 3,718 ) $ 12,557 $ ( 26 ) $ 17,754
Balance at June 30, 2025 323.8 $ 4 $ 8,855 $ ( 3,737 ) $ 8,110 $ 142 $ 13,373
Net income — — — — 949 — 949
Other comprehensive loss — — — — — ( 19 ) ( 19 )
Stock-settled share-based compensation — — 38 — — — 38
Repurchases of common stock ( 0.3 ) — — ( 19 ) — — ( 19 )
Stock issued for share-based awards, net of shares withheld for tax 0.2 — ( 15 ) 12 ( 10 ) — ( 13 )
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
Net income — — — — 2,309 — 2,309
Other comprehensive loss — — — — — ( 64 ) ( 64 )
Stock-settled share-based compensation — — 109 — — — 109
Repurchases of common stock ( 7.8 ) — — ( 612 ) — — ( 612 )
Share 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 )
Balance at September 30, 2025 323.7 $ 4 $ 8,878 $ ( 3,745 ) $ 9,049 $ 123 $ 14,309
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In millions)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Operating revenue:
Passenger revenue $ 16,241 $ 13,815 $ 45,507 $ 39,512
Cargo revenue 529 431 1,478 1,290
Other operating revenue 1,106 979 3,170 2,872
Total operating revenue 17,875 15,225 50,156 43,673
Operating expense:
Salaries and related costs 4,961 4,555 14,209 13,123
Aircraft fuel 4,843 2,997 12,993 8,473
Landing fees and other rent 1,046 1,002 3,050 2,836
Aircraft maintenance materials and outside repairs 806 779 2,565 2,374
Depreciation and amortization 777 730 2,295 2,191
Regional capacity purchase 725 686 2,160 2,012
Distribution expenses 632 555 1,799 1,538
Aircraft rent 116 54 311 172
Special charges (credits) ( 215 ) ( 73 ) ( 749 ) 266
Other operating expenses 2,739 2,545 7,983 7,358
Total operating expense 16,429 13,829 46,615 40,344
Operating income 1,447 1,396 3,541 3,329
Nonoperating income (expense):
Interest expense ( 359 ) ( 331 ) ( 1,029 ) ( 1,048 )
Interest income 157 142 440 473
Interest capitalized 56 53 169 152
Unrealized gains (losses) on investments, net ( 13 ) ( 13 ) 13 ( 8 )
Miscellaneous, net 24 9 74 86
Total nonoperating expense, net ( 135 ) ( 141 ) ( 331 ) ( 346 )
Income before income taxes 1,312 1,255 3,209 2,982
Income tax expense 282 306 676 672
Net income $ 1,030 $ 949 $ 2,534 $ 2,310
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In millions)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Net income $ 1,030 $ 949 $ 2,534 $ 2,310
Other comprehensive income (loss), net of tax:
Employee benefit plans ( 12 ) ( 23 ) ( 40 ) ( 72 )
Investments and other ( 17 ) 4 ( 33 ) 8
Total other comprehensive loss, net of tax ( 28 ) ( 19 ) ( 73 ) ( 64 )
Total comprehensive income, net $ 1,001 $ 930 $ 2,461 $ 2,246
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except shares)
September 30, 2026 December 31, 2025
ASSETS
Cash and cash equivalents $ 6,648 $ 5,942
Short-term investments 8,005 6,298
Receivables, net 2,636 2,391
Aircraft fuel, spare parts and supplies, net 1,954 1,556
Prepaid expenses and other 746 671
Total current assets 19,988 16,857
Operating property and equipment, net 49,368 46,121
Operating lease right-of-use assets 6,992 4,958
Goodwill 4,527 4,527
Intangible assets, net 2,641 2,655
Investments in affiliates and other, net 1,604 1,330
Total noncurrent assets 65,132 59,591
Total assets $ 85,120 $ 76,448
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable $ 5,403 $ 4,567
Accrued salaries and benefits 3,007 3,900
Advance ticket sales 10,672 8,131
Frequent flyer deferred revenue 4,084 3,721
Current maturities of long-term debt, finance leases, and other financial liabilities 1,848 4,426
Current maturities of operating leases 934 631
Other 692 754
Total current liabilities 26,640 26,130
Long-term debt, finance leases, and other financial liabilities 24,550 20,562
Long-term obligations under operating leases 6,962 5,417
Frequent flyer deferred revenue 3,881 4,056
Pension and postretirement benefit liability 825 1,058
Deferred income taxes 3,123 2,493
Other 1,415 1,478
Total noncurrent liabilities 40,757 35,064
Commitments and contingencies
Stockholder's equity:
Common stock at par, $ 0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both September 30, 2026 and December 31, 2025
— —
Additional capital invested 900 760
Retained earnings 15,376 12,842
Accumulated other comprehensive income (loss) ( 25 ) 48
Payable to parent 1,471 1,604
Total stockholder's equity 17,722 15,254
Total liabilities and stockholder's equity $ 85,120 $ 76,448
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In millions)
Nine Months Ended September 30,
2026 2025
Operating Activities:
Net cash provided by operating activities $ 6,754 $ 6,428
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns ( 5,154 ) ( 3,984 )
Purchases of short-term and other investments ( 7,583 ) ( 6,454 )
Proceeds from sale of short-term and other investments 5,779 5,654
Proceeds from sale of property and equipment 54 63
Other, net ( 289 ) ( 64 )
Net cash used in investing activities ( 7,192 ) ( 4,785 )
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees 6,698 485
Payments of long-term debt, finance leases and other financial liabilities ( 5,541 ) ( 4,196 )
Other, net ( 5 ) ( 7 )
Net cash provided by (used in) financing activities 1,151 ( 3,718 )
Net increase (decrease) in cash, cash equivalents and restricted cash 713 ( 2,075 )
Cash, cash equivalents and restricted cash at beginning of the period 6,081 8,946
Cash, cash equivalents and restricted cash at end of the period (a) $ 6,794 $ 6,871
Investing and Financing Activities Not Affecting Cash:
Right-of-use assets acquired or modified through operating leases $ 2,488 $ 1,382
Property and equipment acquired through the issuance or modification of debt, finance leases and other financial liabilities 140 ( 52 )
Operating leases converted to finance leases 66 417
Investment interests received in exchange for loans, goods and services 60 16
(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets:
Cash and cash equivalents $ 6,648 $ 6,730
Restricted cash in Investments in affiliates and other, net 146 141
Total cash, cash equivalents and restricted cash $ 6,794 $ 6,871
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY (UNAUDITED)
(In millions)
Additional
Capital Invested Retained Earnings Accumulated
Other Comprehensive Income (Loss) (Receivable from) Payable to Related Parties, Net Total
Balance at June 30, 2026 $ 832 $ 14,346 $ 3 $ 1,484 $ 16,666
Net income — 1,030 — — 1,030
Other comprehensive loss — — ( 28 ) — ( 28 )
Stock-settled share-based compensation 59 — — — 59
Other 9 — — ( 13 ) ( 3 )
Balance at September 30, 2026 $ 900 $ 15,376 $ ( 25 ) $ 1,471 $ 17,722
Balance at December 31, 2025 $ 760 $ 12,842 $ 48 $ 1,604 $ 15,254
Net income — 2,534 — — 2,534
Other comprehensive loss — — ( 73 ) — ( 73 )
Stock-settled share-based compensation 133 — — — 133
Impact of UAL share repurchase — — — ( 27 ) ( 27 )
Other 8 — — ( 106 ) ( 98 )
Balance at September 30, 2026 $ 900 $ 15,376 $ ( 25 ) $ 1,471 $ 17,722
Balance at June 30, 2025 $ 688 $ 10,848 $ 142 $ 1,667 $ 13,347
Net income — 949 — — 949
Other comprehensive loss — — ( 19 ) — ( 19 )
Stock-settled share-based compensation 38 — — — 38
Impact of UAL share repurchase — — — ( 20 ) ( 20 )
Other — — — ( 14 ) ( 13 )
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
Net income — 2,310 — — 2,310
Other comprehensive loss — — ( 64 ) — ( 64 )
Stock-settled share-based compensation 109 — — — 109
Impact of UAL share repurchase — — — ( 609 ) ( 609 )
Other — — — ( 109 ) ( 109 )
Balance at September 30, 2025 $ 727 $ 11,798 $ 123 $ 1,633 $ 14,281
The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company incorporated in Delaware and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United comprises substantially all of UAL's operating revenues, operating expenses, assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained.
The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Some information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by the U.S. Securities and Exchange Commission (the "SEC"). The UAL and United financial statements should be read in conjunction with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K"). The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company's financial position and results of operations for the interim periods presented. The Company's quarterly financial data is subject to seasonal fluctuations, and its second and third quarter financial results have historically reflected higher travel demand than its first and fourth quarter financial results. Due to these fluctuations, quarterly financial results are not necessarily indicative of financial results for the entire year.
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 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.
Segments. The Company manages its operations as one segment. The Company's chief executive officer is its chief operating decision maker ("CODM"). The CODM assesses performance of the Company and makes resource allocation decisions based on Net income as reported in the Company's statement of consolidated operations. The significant segment expenses regularly provided to the CODM are those presented on the Company's statement of consolidated operations. The measure of segment assets is reported on the Company's consolidated balance sheets as Total assets.
NOTE 2 - REVENUE RECOGNITION
Revenue by Geography. The table below presents the Company's operating revenue by principal geographic region (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Domestic (U.S. and Canada) $ 10,725 $ 8,990 $ 30,049 $ 25,808
Atlantic 3,853 3,486 9,725 8,755
Pacific 1,844 1,568 5,857 5,009
Latin America 1,454 1,181 4,524 4,100
Total $ 17,875 $ 15,225 $ 50,156 $ 43,673
Advance ticket sales. In the nine months ended September 30, 2026 and 2025, the Company recognized $ 6.3 billion and $ 5.8 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
Ancillary services. The Company recognized $ 1.4 billion and $ 4.0 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2026, respectively. The Company recorded $ 1.3 billion and $ 3.5 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2025, respectively.
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Frequent flyer deferred revenue. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Beginning Balance $ 7,971 $ 7,665 $ 7,777 $ 7,441
Miles earned 1,096 968 3,214 2,878
Travel miles redeemed ( 1,072 ) ( 896 ) ( 2,920 ) ( 2,514 )
Non-travel miles redeemed ( 31 ) ( 36 ) ( 106 ) ( 103 )
Ending Balance $ 7,965 $ 7,702 $ 7,965 $ 7,702
In the three and nine months ended September 30, 2026, the Company recognized, in Other operating revenue, $ 0.9 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 MileagePlus co-brand agreement with 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 those agreements. The portion related to the MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an increase to Frequent flyer deferred revenue.
NOTE 3 - EARNINGS PER SHARE
The following table shows the computation of UAL's basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of UAL's potential common stock (in millions, except per share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Earnings available to common stockholders $ 1,029 $ 949 $ 2,533 $ 2,309
Basic weighted-average shares outstanding 324.9 323.7 324.5 325.3
Dilutive effect of stock Warrants — — — 0.4
Dilutive effect of employee stock awards 2.5 3.2 2.5 3.3
Diluted weighted-average shares outstanding 327.4 326.9 326.9 329.0
Earnings per share, basic $ 3.17 $ 2.93 $ 7.80 $ 7.10
Earnings per share, diluted $ 3.14 $ 2.90 $ 7.74 $ 7.02
Anti-dilutive stock-based awards that were excluded from the calculations of diluted earnings per share were immaterial during the periods presented.
In 2020 and 2021, the Company issued to the United States Department of the Treasury (the "U.S. Treasury") warrants (the "Warrants") to purchase 9,928,349 shares of UAL common stock in connection with the Payroll Support Program ("PSP") established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021, the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021, and the Airline Loan Program established under Division A, Title IV, Subtitle A of the CARES Act. In 2024, the holder of the Warrants exercised 6,414,635 of the Warrants in a net share settlement for 2,043,906 shares of UAL common stock. In March 2025, the remaining 3,513,714 Warrants were exercised in a net share settlement for 1,801,430 shares of UAL common stock.
On October 15, 2024, the Company announced that its Board of Directors authorized a new share repurchase program with no stated expiration, allowing for purchases of up to $ 1.5 billion in the aggregate of outstanding UAL common stock and certain warrants to purchase UAL common stock. In the nine months ended September 30, 2026, the Company repurchased, through open market purchases, 0.3 million shares of UAL common stock for a total of $ 27 million as part of its share repurchase program. In the three and nine months ended September 30, 2025, the Company repurchased, through open market purchases, 0.2 million and 7.8 million shares, respectively, of UAL common stock for a total of $ 19 million and $ 612 million, respectively, as part of its share repurchase program. The Company did not make any repurchases in the three months ended September 30, 2026. As of October 15, 2026, the dollar value of shares that may yet be purchased under the share repurchase program was $ 755 million.
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NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The table below presents the components of the Company's accumulated other comprehensive income (loss), net of tax ("AOCI") (in millions):
Pension and Other Postretirement Liabilities Investments and Other Deferred Taxes (a) Total
Balance at June 30, 2026 $ 380 $ ( 11 ) $ ( 366 ) $ 3
Changes in value 3 ( 22 ) 4 ( 15 )
Amounts reclassified to earnings ( 18 ) (b) — 4 ( 14 )
Balance at September 30, 2026 $ 365 $ ( 32 ) $ ( 359 ) $ ( 26 )
Balance at December 31, 2025 $ 417 $ 10 $ ( 379 ) $ 48
Changes in value 2 ( 39 ) 8 ( 29 )
Amounts reclassified to earnings ( 54 ) (b) ( 3 ) 13 ( 44 )
Balance at September 30, 2026 $ 365 $ ( 32 ) $ ( 359 ) $ ( 26 )
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 September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123
Balance at December 31, 2024 $ 607 $ — $ ( 419 ) $ 188
Changes in value ( 1 ) 12 ( 3 ) 9
Amounts reclassified to earnings ( 92 ) (b) ( 2 ) 21 ( 73 )
Balance at September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123
(a) Includes $ 285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain) loss, amortization of prior service credit and other. See Note 6 of this report for additional information on pensions and other postretirement liabilities.
NOTE 5 - INCOME TAXES
The Company's effective tax rates for the three and nine months ended September 30, 2026 were 21.5 % and 21.0 %, respectively. The Company's effective tax rates for the three and nine months ended September 30, 2025 were 24.4 % and 22.5 %, 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 rates in the three and nine months ended September 30, 2026, as compared to the same periods in 2025, was primarily due to a release of valuation allowance related to realized capital gains.
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NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The Company's net periodic benefit cost includes the following components for the three months ended September 30 (in millions):
Pension Benefits Other Postretirement Benefits Affected Line Item
in the Statements of
Consolidated Operations
2026 2025 2026 2025
Service cost $ 33 $ 32 $ 2 $ 1 Salaries and related costs
Interest cost 64 61 7 8 Miscellaneous, net
Expected return on plan assets ( 80 ) ( 68 ) — — Miscellaneous, net
Amortization of unrecognized gain — ( 2 ) ( 7 ) ( 8 ) Miscellaneous, net
Amortization of prior service credit — — ( 11 ) ( 22 ) Miscellaneous, net
Total $ 17 $ 23 $ ( 9 ) $ ( 20 )
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
in the Statements of
Consolidated Operations
2026 2025 2026 2025
Service cost $ 98 $ 95 $ 5 $ 4 Salaries and related costs
Interest cost 193 182 21 24 Miscellaneous, net
Expected return on plan assets ( 239 ) ( 205 ) ( 1 ) ( 1 ) Miscellaneous, net
Amortization of unrecognized gain ( 1 ) ( 5 ) ( 21 ) ( 23 ) Miscellaneous, net
Amortization of prior service credit — — ( 32 ) ( 65 ) Miscellaneous, net
Other — 1 — — Miscellaneous, net
Total $ 51 $ 68 $ ( 28 ) $ ( 61 )
During the three and nine months ended September 30, 2026, the Company contributed $ 250 million and $ 259 million, respectively, to its U.S. domestic tax-qualified defined benefit pension plans.
NOTE 7 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE
The table below presents the value of financial assets measured at fair value on a recurring basis in the Company's financial statements (in millions):
September 30, 2026 December 31, 2025
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Cash and cash equivalents $ 6,648 $ 6,648 $ — $ — $ 5,942 $ 5,942 $ — $ —
Restricted cash — noncurrent 146 146 — — 139 139 — —
Short-term investments:
Corporate debt 4,547 — 4,547 — 3,399 — 3,399 —
U.S. government and agency notes 2,977 — 2,977 — 2,465 — 2,465 —
Other fixed-income securities 480 — 480 — 433 — 433 —
Long-term investments:
Equity securities 150 150 — — 34 34 — —
Investments presented in the table above have the same fair value as their carrying amount.
Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of less than two years .
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Long-term investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) that comprise United's investments in Azul S.A. ("Azul"), Archer Aviation Inc. and Eve Holding, Inc. On February 17, 2026, United, Azul and certain of Azul's subsidiaries entered into an amended and restated investment agreement pursuant to which United agreed to subscribe for $ 100 million of American Depositary Shares ("ADS"), with each ADS initially representing 500,000 common shares, no par value, of Azul (and with each ADS representing two Azul common shares, after taking into account a reverse stock split and ADS ratio change approved March 25, 2026). On February 20, 2026, Azul completed its reorganization process and consequently sold to United approximately 8.7 % of the Azul common shares issued and outstanding as of that date. As of September 30, 2026, United holds an 8.6 % equity ownership interest in Azul.
Other fair value information. The table below presents the carrying amounts (inclusive of any related discounts, premiums and issuance costs) and estimated fair values of financial instruments not presented in the table above (in millions):
September 30, 2026 December 31, 2025
Carrying Amount Fair Value Carrying Amount Fair Value
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Long-term debt $ 22,964 $ 22,955 $ — $ 12,154 $ 10,801 $ 21,266 $ 21,489 $ — $ 14,030 $ 7,458
Fair value of the financial instruments included in the tables above was determined as follows:
Description Fair Value Methodology
Cash and cash equivalents and Restricted cash (current and non-current) The carrying amounts of these assets approximate fair value.
Short-term and Long-term investments Fair values are based on (a) the trading prices of the investment or similar instruments or (b) broker quotes obtained by third-party valuation services.
Long-term debt Fair values are based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.
Equity Method Investments. As of September 30, 2026, United holds investments, accounted for using the equity method, with a combined carrying amount of $ 335 million, including the following:
• Republic Airways Holdings Inc. ("Republic Airways"). United holds an approximately 22 % minority interest in Republic Airways, which is the parent company of Republic Airways Inc. ("Republic") and Mesa Airlines, Inc. ("Mesa"). In consideration for United's commitment to facilitate transactions related to the merger between Republic and Mesa on November 25, 2025, the Company received an additional 2,744,348 shares on February 3, 2026, or approximately 5.8 % of Republic Airways, for a total ownership interest of approximately 22 % of the issued and outstanding common stock of Republic Airways. Republic currently operates 66 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2038 and Mesa operates 60 regional aircraft under a CPA with a term through 2036.
• CommuteAir LLC ("CommuteAir"). United owns a 40 % minority ownership stake in CommuteAir. CommuteAir currently operates 46 regional aircraft under a CPA with United that has a term through 2028.
• United Airlines Ventures Sustainable Flight Fund (the "Fund"). United holds, through its corporate venture capital arm, United Airlines Ventures, Ltd., a 33 % ownership interest in the Fund. The Fund is an investment vehicle designed to invest in start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with sustainable aviation fuel (SAF).
Other Investments. As of September 30, 2026, 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. These investments are recorded at cost less any impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of September 30, 2026, the carrying amount of these investments was $ 338 million.
Notes Receivable. As of September 30, 2026, the Company has $ 48 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 and the long-term portions are recorded in Investments in affiliates and other, net on the Company's consolidated balance sheets.
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NOTE 8 - DEBT
As of September 30, 2026, the Company had $ 3.0 billion undrawn and available under its revolving credit facility.
Subsequent Event. On October 16, 2026, United amended and restated its revolving credit facility (the "Revolving Credit Facility"), increasing total commitments from $ 3.0 billion to $ 5.0 billion and extending the maturity from February 15, 2029 to October 16, 2031. Borrowings under the Revolving Credit Facility will bear interest at Term SOFR or, at United's election, another specified market-based rate, in each case subject to a floor, plus a specified margin. In addition, the Company is required to pay a commitment fee on the aggregate unused portion of the commitments under the Revolving Credit Facility ranging from 0.080 % to 0.275 %, depending on the Company's credit ratings. The Revolving Credit Facility remains guaranteed by UAL and secured on a senior basis, subject to certain exclusions, by all of United's international route authorities, its rights to substantially all of its foreign and domestic take-off and landing slots and, to the extent necessary at the relevant time of determination for servicing the scheduled air carrier service authorized by an applicable route authority, its rights to use or occupy airport terminal space, which also secure the Company's Term Loan Credit and Guaranty Agreement and its 4.625 % Senior Secured Notes due 2029.
The table below presents the Company's contractual principal payments (not including $ 152 million of unamortized debt discount, premiums and debt issuance costs) as of September 30, 2026 under then-outstanding long-term debt agreements (in millions):
Last Three Months of 2026 2027 2028 2029 2030 After 2030 Total
Contractual principal payments $ 245 $ 2,073 $ 2,041 $ 5,276 $ 2,194 $ 11,286 $ 23,116
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 September 30, 2026, the Company was in compliance with its covenants under these debt 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 that lowered the margin on its interest rate from 2.00 % to 1.75 %, in the case of Term SOFR (as such term is defined in the Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended) loans, and from 1.00 % to 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.
Additionally, during the nine months ended September 30, 2026, United borrowed $ 4.6 billion aggregate principal amount of loans secured by aircraft. The loans mature between 2029 and 2038 and bear interest equal to Term SOFR plus an average margin of 1.4 %. The Company may prepay the loans and terminate the commitments, in whole or in part, at any time subject to certain conditions, including, in some cases, the payment of a contractually specified prepayment premium during the initial years of the term, but at par thereafter. During the nine months ended September 30, 2026, the Company made payments for
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debt of $ 4.9 billion, including $ 0.5 billion of prepayments on aircraft debt in the second quarter with various original maturity dates between 2026 and 2035 and the redemption and prepayment transactions described below.
On February 24, 2026, United redeemed in full (the "Redemption") all $ 2.0 billion of aggregate principal amount of its outstanding 4.375 % Senior Secured Notes due 2026 (the "Secured Notes"), issued pursuant to an indenture (the "Indenture"), dated as of April 21, 2021, among United, UAL and Wilmington Trust, National Association, as trustee and as collateral trustee. In connection with the Redemption, the Indenture was satisfied and discharged as to the Secured Notes. The Indenture remains in effect as to United's 4.625 % Senior Secured Notes due 2029.
On June 23, 2026, the Company made a partial prepayment of $ 0.6 billion of the aggregate principal amount of a $ 1.5 billion note issued to the U.S. Treasury under the Payroll Support Program due 2030. The Company also has two outstanding unsecured promissory notes issued to the U.S. Treasury under the Payroll Support Program in the aggregate principal amounts of $ 0.9 billion and $ 0.8 billion due 2031 .
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Regional CPAs. During the nine months ended September 30, 2026, United amended some of its CPAs with certain of its regional carriers to modify the terms for certain aircraft and amend the contractually agreed fees paid to those carriers. Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we do have contractual minimum utilization levels in other CPAs and we have set forth below estimates of our future payments under the CPAs based on our current assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers, or facility rent. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude certain variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions, as of September 30, 2026, our estimated future payments through the end of the terms of our CPAs are presented in the table below (in billions):
Last Three Months of 2026 2027 2028 2029 2030 After 2030 Total
Future commitments under CPAs $ 0.7 $ 3.3 $ 3.1 $ 2.6 $ 2.2 $ 6.7 $ 18.7
Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate (SOFR), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At September 30, 2026, the Company had $ 11.8 billion principal amount 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 with remaining terms of up to approximately 12 years and an aggregate principal amount balance of $ 9.2 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.
Labor . As of September 30, 2026, the Company had approximately 117,900 employees, of whom 83 % were represented by various U.S. labor organizations.
In May 2026, the Company's flight attendants, represented by the Association of Flight Attendants ("AFA"), ratified a five-year agreement, effective May 31, 2026, with the Company that included improvements with respect to scheduling, reserve requirements and other quality of life improvements, as well as pay rate increases. The agreement also included a provision for a one-time ratification payment, which was paid on September 15, 2026 and totaled $ 740 million. See Note 10 for additional information on the amount recognized in the nine months ended September 30, 2026 related to this ratification payment.
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NOTE 10 - SPECIAL CHARGES (CREDITS)
Operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Labor contract ratification bonuses $ ( 2 ) $ — $ 182 $ 561
(Gains) losses on sale of assets and other special charges ( 213 ) ( 73 ) ( 931 ) ( 295 )
Total operating special charges (credits) ( 215 ) ( 73 ) ( 749 ) 266
Nonoperating unrealized (gains) losses on investments, net 13 13 ( 13 ) 8
Nonoperating debt extinguishment and modification fees — 20 6 20
Total nonoperating special charges and unrealized (gains) losses on investments, net 13 33 ( 8 ) 28
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net ( 202 ) ( 40 ) ( 757 ) 295
Income tax expense (benefit), net of valuation allowance 6 — 95 ( 127 )
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes $ ( 197 ) $ ( 40 ) $ ( 662 ) $ 168
During the nine months ended September 30, 2026, the Company recorded $ 182 million of expense associated with the agreements with the Company's flight attendants represented by the AFA that was ratified in May 2026, as discussed in Note 9, and the Company's fleet technical instructors, storekeepers, maintenance instructors and security officers represented by the International Association of Machinists and Aerospace Workers. During the nine months ended September 30, 2025, the Company recorded a $ 561 million special charge in connection with the then-existing tentative agreement with its flight attendants represented by the AFA.
During the three and nine months ended September 30, 2026, the Company recorded $ 213 million and $ 931 million, respectively, of net gains on sale of assets and other special charges, which were primarily comprised of $ 294 million and $ 1.1 billion, respectively, of gains on various aircraft sale-leaseback transactions. 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.
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