Item 1. FINANCIAL STATEMENTS.

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Item 1. FINANCIAL STATEMENTS.

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating revenue:
Passenger	$	13,680	$	13,002	$	24,993	$	23,276
Cargo	414		362		805		760
Other	892		814		1,727		1,571
Total operating revenue	14,986		14,178		27,525		25,607

Operating expense:
Salaries and related costs	4,098		3,710		8,030		7,032
Aircraft fuel	3,133		2,820		6,087		5,994
Landing fees and other rent	866		765		1,670		1,482
Aircraft maintenance materials and outside repairs	716		686		1,489		1,388
Depreciation and amortization	719		669		1,427		1,324
Regional capacity purchase	612		599		1,197		1,214
Distribution expenses	626		487		1,106		890
Aircraft rent	40		49		83		105
Special charges	36		859		49		873
Other	2,211		2,017		4,359		3,831
Total operating expense	13,057		12,661		25,497		24,133
Operating income	1,929		1,517		2,028		1,474

Nonoperating income (expense):
Interest expense	(427)		(493)		(881)		(979)
Interest income	190		216		367		386
Interest capitalized	60		42		121		80
Unrealized gains (losses) on investments, net	(33)		84		(70)		108
Miscellaneous, net	20		21		10		62
Total nonoperating expense, net	(190)		(130)		(453)		(343)
Income before income tax expense	1,739		1,387		1,575		1,131
Income tax expense	416		312		376		250
Net income	$	1,323	$	1,075	$	1,199	$	881

Earnings per share, basic	$	4.02	$	3.28	$	3.65	$	2.69
Earnings per share, diluted	$	3.96	$	3.24	$	3.60	$	2.66

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	1,323	$	1,075	$	1,199	$	881

Other comprehensive income (loss), net of tax:
Employee benefit plans	(17)		(34)		(34)		(69)
Investments and other	1		(24)		(1)		(3)
Total other comprehensive loss, net of tax	(16)		(58)		(35)		(72)

Total comprehensive income, net	$	1,307	$	1,017	$	1,164	$	809

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)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	10,864	$	6,058
Short-term investments	4,384		8,330
Restricted cash	30		31
Receivables, less allowance for credit losses (2024 — $20; 2023 — $18)	2,376		1,898
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $754; 2023 — $689)	1,680		1,561
Prepaid expenses and other	669		609
Total current assets	20,003		18,487
Operating property and equipment:
Flight equipment	49,814		48,448
Other property and equipment	11,295		10,527
Purchase deposits for flight equipment	3,457		3,550
Total operating property and equipment	64,566		62,525
Less — Accumulated depreciation and amortization	(23,901)		(22,710)
Total operating property and equipment, net	40,665		39,815

Operating lease right-of-use assets	3,803		3,914

Other assets:
Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2024 — $1,347; 2023 — $1,495)	2,699		2,725
Restricted cash	220		245
Investments in affiliates and other, less allowance for credit losses (2024 — $32; 2023 — $38)	1,337		1,391
Total other assets	8,783		8,888
Total assets	$	73,254	$	71,104

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UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


	June 30, 2024		December 31, 2023
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,478	$	3,835
Accrued salaries and benefits	2,383		2,940
Advance ticket sales	9,365		6,704
Frequent flyer deferred revenue	3,252		3,095
Current maturities of long-term debt	4,757		4,018
Current maturities of operating leases	548		576
Current maturities of finance leases	110		172
Current maturities of other financial liabilities	68		57
Other	894		806
Total current liabilities	25,855		22,203

Long-term debt	21,687		25,057
Long-term obligations under operating leases	4,443		4,503
Long-term obligations under finance leases	65		91

Other liabilities and deferred credits:
Frequent flyer deferred revenue	4,101		4,048
Pension liability	998		968
Postretirement benefit liability	612		637
Deferred income taxes	951		594
Other financial liabilities	2,576		2,265
Other	1,440		1,414
Total other liabilities and deferred credits	10,678		9,926
Commitments and contingencies
Stockholders' equity:
Preferred stock	—		—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,832,139 and 328,018,739 shares at June 30, 2024 and December 31, 2023, respectively	4		4
Additional capital invested	9,001		8,992
Stock held in treasury, at cost	(3,368)		(3,441)
Retained earnings	4,986		3,831
Accumulated other comprehensive loss	(97)		(62)
Total stockholders' equity	10,526		9,324
Total liabilities and stockholders' equity	$	73,254	$	71,104

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)


	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	5,723	$	6,941

Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	(2,530)		(3,263)
Purchases of short-term and other investments	(1,754)		(6,876)
Proceeds from sale of short-term and other investments	5,820		6,702
Proceeds from sale of property and equipment	42		9
Other, net	(3)		1
Net cash provided by (used in) investing activities	1,575		(3,427)

Cash Flows from Financing Activities:
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees	3,718		1,591
Payments of long-term debt, finance leases and other financing liabilities	(6,217)		(2,614)
Other, net	(19)		(31)
Net cash used in financing activities	(2,518)		(1,054)
Net increase in cash, cash equivalents and restricted cash	4,780		2,460
Cash, cash equivalents and restricted cash at beginning of the period	6,334		7,421
Cash, cash equivalents and restricted cash at end of the period (a)	$	11,114	$	9,881

Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	$	(206)	$	559
Right-of-use assets acquired through operating leases	143		434
Lease modifications and lease conversions	73		349
Investment interests received in exchange for loans, goods and services	18		25

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


Current assets:
Cash and cash equivalents	$	10,864	$	9,605
Restricted cash — Current	30		38
Restricted cash — Non-Current	220		238
Total cash, cash equivalents and restricted cash	$	11,114	$	9,881

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 March 31, 2024	328.8	$	4	$	8,973	$	(3,372)	$	3,664	$	(81)	$	9,188
Net income	—	—		—		—		1,323		—		1,323
Other comprehensive loss	—	—		—		—		—		(16)		(16)
Stock-settled share-based compensation	—	—		31		—		—		—		31
Stock issued for share-based awards, net of shares withheld for tax	—	—		(3)		4		(1)		—		—
Balance at June 30, 2024	328.8	$	4	$	9,001	$	(3,368)	$	4,986	$	(97)	$	10,526

Balance at December 31, 2023	328.0	$	4	$	8,992	$	(3,441)	$	3,831	$	(62)	$	9,324
Net income	—	—		—		—		1,199		—		1,199
Other comprehensive loss	—	—		—		—		—		(35)		(35)
Stock-settled share-based compensation	—	—		56		—		—		—		56
Stock issued for share-based awards, net of shares withheld for tax	0.8	—		(47)		73		(44)		—		(18)
Balance at June 30, 2024	328.8	$	4	$	9,001	$	(3,368)	$	4,986	$	(97)	$	10,526

Balance at March 31, 2023	328.0	$	4	$	8,926	$	(3,443)	$	1,020	$	161	$	6,668
Net income	—	—		—		—		1,075		—		1,075
Other comprehensive loss	—	—		—		—		—		(58)		(58)
Stock-settled share-based compensation	—	—		21		—		—		—		21
Stock issued for share-based awards, net of shares withheld for tax	—	—		(2)		1		—		—		(1)
Balance at June 30, 2023	328.0	$	4	$	8,945	$	(3,442)	$	2,095	$	103	$	7,705

Balance at December 31, 2022	326.9	$	4	$	8,986	$	(3,534)	$	1,265	$	175	$	6,896
Net income	—	—		—		—		881		—		881
Other comprehensive loss	—	—		—		—		—		(72)		(72)
Stock-settled share-based compensation	—	—		32		—		—		—		32
Stock issued for share-based awards, net of shares withheld for tax	1.1	—		(73)		92		(51)		—		(32)
Balance at June 30, 2023	328.0	$	4	$	8,945	$	(3,442)	$	2,095	$	103	$	7,705

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating revenue:
Passenger	$	13,680	$	13,002	$	24,993	$	23,276
Cargo	414		362		805		760
Other	892		814		1,727		1,571
Total operating revenue	14,986		14,178		27,525		25,607

Operating expense:
Salaries and related costs	4,098		3,710		8,030		7,032
Aircraft fuel	3,133		2,820		6,087		5,994
Landing fees and other rent	866		765		1,670		1,482
Aircraft maintenance materials and outside repairs	716		686		1,489		1,388
Depreciation and amortization	719		669		1,427		1,324
Regional capacity purchase	612		599		1,197		1,214
Distribution expenses	626		487		1,106		890
Aircraft rent	40		49		83		105
Special charges	36		859		49		873
Other	2,210		2,016		4,358		3,830
Total operating expense	13,056		12,660		25,496		24,132
Operating income	1,930		1,518		2,029		1,475

Nonoperating income (expense):
Interest expense	(427)		(493)		(881)		(979)
Interest income	190		216		367		386
Interest capitalized	60		42		121		80
Unrealized gains (losses) on investments, net	(33)		84		(70)		108
Miscellaneous, net	20		21		10		62
Total nonoperating expense, net	(190)		(130)		(453)		(343)
Income before income tax expense	1,740		1,388		1,576		1,132
Income tax expense	416		313		376		251
Net income	$	1,324	$	1,075	$	1,200	$	881

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	1,324	$	1,075	$	1,200	$	881

Other comprehensive income (loss), net of tax:
Employee benefit plans	(17)		(34)		(34)		(69)
Investments and other	1		(24)		(1)		(3)
Total other comprehensive loss, net of tax	(16)		(58)		(35)		(72)

Total comprehensive income, net	$	1,308	$	1,017	$	1,165	$	809

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)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	10,864	$	6,058
Short-term investments	4,384		8,330
Restricted cash	30		31
Receivables, less allowance for credit losses (2024 — $20; 2023 — $18)	2,376		1,898
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $754; 2023 — $689)	1,680		1,561
Prepaid expenses and other	669		609
Total current assets	20,003		18,487
Operating property and equipment:
Flight equipment	49,814		48,448
Other property and equipment	11,295		10,527
Purchase deposits for flight equipment	3,457		3,550
Total operating property and equipment	64,566		62,525
Less — Accumulated depreciation and amortization	(23,901)		(22,710)
Total operating property and equipment, net	40,665		39,815

Operating lease right-of-use assets	3,803		3,914

Other assets:
Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2024 — $1,347; 2023 — $1,495)	2,699		2,725
Restricted cash	220		245
Investments in affiliates and other, less allowance for credit losses (2024 — $32; 2023 —$38)	1,337		1,391
Total other assets	8,783		8,888
Total assets	$	73,254	$	71,104

(continued on next page)


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UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


	June 30, 2024		December 31, 2023
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	4,478	$	3,835
Accrued salaries and benefits	2,383		2,940
Advance ticket sales	9,365		6,704
Frequent flyer deferred revenue	3,252		3,095
Current maturities of long-term debt	4,757		4,018
Current maturities of operating leases	548		576
Current maturities of finance leases	110		172
Current maturities of other financial liabilities	68		57
Other	895		808
Total current liabilities	25,856		22,205

Long-term debt	21,687		25,057
Long-term obligations under operating leases	4,443		4,503
Long-term obligations under finance leases	65		91

Other liabilities and deferred credits:
Frequent flyer deferred revenue	4,101		4,048
Pension liability	998		968
Postretirement benefit liability	612		637
Deferred income taxes	981		622
Other financial liabilities	2,576		2,265
Other	1,440		1,414
Total other liabilities and deferred credits	10,708		9,954
Commitments and contingencies
Stockholder's equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both June 30, 2024 and December 31, 2023	—		—
Additional capital invested	538		482
Retained earnings	7,536		6,336
Accumulated other comprehensive loss	(97)		(62)
Payable to parent	2,518		2,538
Total stockholder's equity	10,495		9,294
Total liabilities and stockholder's equity	$	73,254	$	71,104

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)


	Six Months Ended June 30,
	2024		2023

Cash Flows from Operating Activities:
Net cash provided by operating activities	$	5,704	$	6,910

Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	(2,530)		(3,263)
Purchases of short-term and other investments	(1,754)		(6,876)
Proceeds from sale of short-term and other investments	5,820		6,702
Proceeds from sale of property and equipment	42		9
Other, net	(3)		1
Net cash provided by (used in) investing activities	1,575		(3,427)

Cash Flows from Financing Activities:
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees	3,718		1,591
Payments of long-term debt, finance leases and other financing liabilities	(6,217)		(2,614)

Net cash used in financing activities	(2,499)		(1,023)
Net increase in cash, cash equivalents and restricted cash	4,780		2,460
Cash, cash equivalents and restricted cash at beginning of the period	6,334		7,421
Cash, cash equivalents and restricted cash at end of the period (a)	$	11,114	$	9,881

Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	$	(206)	$	559
Right-of-use assets acquired through operating leases	143		434
Lease modifications and lease conversions	73		349
Investment interests received in exchange for loans, goods and services	18		25

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


Current assets:
Cash and cash equivalents	$	10,864	$	9,605
Restricted cash — Current	30		38
Restricted cash — Non-Current	220		238
Total cash, cash equivalents and restricted cash	$	11,114	$	9,881

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)		Payable to Parent		Total

Balance at March 31, 2024	$	507	$	6,212	$	(81)	$	2,520	$	9,158
Net income	—		1,324		—		—		1,324
Other comprehensive loss	—		—		(16)		—		(16)
Stock-settled share-based compensation	31		—		—		—		31
Other	—		—		—		(2)		(2)
Balance at June 30, 2024	$	538	$	7,536	$	(97)	$	2,518	$	10,495

Balance at December 31, 2023	$	482	$	6,336	$	(62)	$	2,538	$	9,294
Net income	—		1,200		—		—		1,200
Other comprehensive loss	—		—		(35)		—		(35)
Stock-settled share-based compensation	56		—		—		—		56
Other	—		—		—		(20)		(20)
Balance at June 30, 2024	$	538	$	7,536	$	(97)	$	2,518	$	10,495

Balance at March 31, 2023	$	414	$	3,522	$	161	$	2,539	$	6,636
Net income	—		1,075		—		—		1,075
Other comprehensive loss	—		—		(58)		—		(58)
Stock-settled share-based compensation	21		—		—		—		21
Balance at June 30, 2023	$	435	$	4,597	$	103	$	2,539	$	7,674

Balance at December 31, 2022	$	403	$	3,716	$	175	$	2,571	$	6,865
Net income	—		881		—		—		881
Other comprehensive loss	—		—		(72)		—		(72)
Stock-settled share-based compensation	32		—		—		—		32
Other	—		—		—		(32)		(32)
Balance at June 30, 2023	$	435	$	4,597	$	103	$	2,539	$	7,674

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


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UNITED AIRLINES HOLDINGS, INC. AND UNITED AIRLINES, INC.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's 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. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S. Securities and Exchange Commission (the "SEC"). Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted as permitted by the SEC. The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company's financial position and results of operations for interim periods presented. The UAL and United financial statements should be read together with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Form 10-K"). The Company's quarterly financial data is subject to seasonal fluctuations. Historically its second and third quarter financial results have reflected higher travel demand and were better than its first and fourth quarter financial results.

NOTE 1 — REVENUE

Revenue by Geography. The table below presents the Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Domestic (U.S. and Canada)	$	8,761	$	8,417	$	16,434	$	15,584
Atlantic	3,277		3,229		5,110		5,061
Latin America	1,346		1,273		2,791		2,589
Pacific	1,602		1,259		3,190		2,373
Total	$	14,986	$	14,178	$	27,525	$	25,607

Advance Ticket Sales. The Company defers amounts related to future travel in its Advance ticket sales liability account. All tickets sold at any given point in time have travel dates through the next 12 months. The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue and any changes in estimates in proportion to the usage of the related tickets. To determine 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.

In the six months ended June 30, 2024 and 2023, the Company recognized approximately $5.0 billion and $4.6 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel. This includes fees for baggage, premium seats, inflight amenities 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. The Company recorded $1.2 billion and $2.2 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2024, respectively. The Company recorded $1.0 billion and $1.9 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2023, respectively.


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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total Frequent flyer deferred revenue - beginning balance	$	7,279	$	6,860	$	7,143	$	6,675
Total miles awarded	919		902		1,759		1,649
Travel miles redeemed	(818)		(712)		(1,483)		(1,243)
Non-travel miles redeemed	(27)		(26)		(66)		(57)
Total Frequent flyer deferred revenue - ending balance	$	7,353	$	7,024	$	7,353	$	7,024

In the three and six months ended June 30, 2024, the Company recognized, in Other operating revenue, $0.7 billion and $1.5 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our JPMorgan Chase Bank, N.A. MileagePlus co-brand agreement. The Company recognized $0.7 billion and $1.3 billion, respectively, in the three and six months ended June 30, 2023, 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 the Frequent flyer deferred revenue. We determine the current portion of that account based on our estimate of expected redemptions in the next 12 months.

NOTE 2 — EARNINGS PER SHARE

The following table shows the computation of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of UAL's potential common stock (in millions, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Earnings available to common stockholders	$	1,323	$	1,075	$	1,199	$	881

Basic weighted-average shares outstanding	328.8		328.0		328.6		327.7
Dilutive effect of stock warrants (a)	2.7		2.3		2.2		2.3
Dilutive effect of employee stock awards	2.4		1.2		2.3		1.5
Diluted weighted-average shares outstanding	333.9		331.5		333.1		331.5

Earnings per share, basic	$	4.02	$	3.28	$	3.65	$	2.69
Earnings per share, diluted	$	3.96	$	3.24	$	3.60	$	2.66

Potentially dilutive securities (b)
Stock warrants (a)	1.5		1.5		1.5		1.5
Employee stock awards	0.6		0.7		0.6		0.7
(a) Represent warrants for purchase up to approximately 10 million shares of UAL common stock at exercise prices ranging from $31.50 to $53.92 and expiration dates ranging from April 20, 2025 to June 10, 2026. These warrants were originally issued to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program, including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act. Treasury sold these warrants at an auction held on June 6, 2024. All warrants were outstanding as of June 30, 2024.
(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.


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NOTE 3 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The table below presents the components of the Company's accumulated other comprehensive income (loss), net of tax ("AOCI") (in millions):


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

Balance at March 31, 2024	$	267		$	(6)	$	(342)	$	(81)
Changes in value	3			1		(1)		3
Amounts reclassified to earnings	(25)		(b)	—		6		(19)
Balance at June 30, 2024	$	245		$	(5)	$	(337)	$	(97)

Balance at December 31, 2023	$	289		$	(4)	$	(347)	$	(62)
Changes in value	6			(1)		(1)		4
Amounts reclassified to earnings	(50)		(b)	—		11		(39)
Balance at June 30, 2024	$	245		$	(5)	$	(337)	$	(97)

Balance at March 31, 2023	$	582		$	(8)	$	(413)	$	161
Changes in value	(8)			(31)		8		(31)
Amounts reclassified to earnings	(35)		(b)	—		8		(27)
Balance at June 30, 2023	$	539		$	(39)	$	(397)	$	103

Balance at December 31, 2022	$	626		$	(35)	$	(416)	$	175
Changes in value	(17)			(4)		4		(17)
Amounts reclassified to earnings	(70)		(b)	—		15		(55)
Balance at June 30, 2023	$	539		$	(39)	$	(397)	$	103

(a) Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.

(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain) loss, amortization of prior service credit and other (see Note 5 of this report for additional information).

NOTE 4 — INCOME TAXES

The Company's effective tax rates for the three and six months ended June 30, 2024 were 23.9% and 23.9%, respectively. The Company's effective tax rates for the three and six months ended June 30, 2023 were 22.5% and 22.1%, 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.

NOTE 5 — EMPLOYEE BENEFIT PLANS

Defined Benefit Pension and Other Postretirement Benefit Plans. The Company's net periodic benefit cost includes the following components for the three months ended June 30 (in millions):


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2024		2023		2024		2023
Service cost	$	34	$	31	$	2	$	1	Salaries and related costs
Interest cost	58		55		9		11		Miscellaneous, net
Expected return on plan assets	(69)		(63)		(1)		(1)		Miscellaneous, net
Amortization of unrecognized (gain) loss	5		2		(6)		(10)		Miscellaneous, net
Amortization of prior service credit	—		—		(24)		(28)		Miscellaneous, net
Other	—		1		—		—		Miscellaneous, net
Total	$	28	$	26	$	(20)	$	(27)


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


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2024		2023		2024		2023
Service cost	$	68	$	62	$	3	$	2	Salaries and related costs
Interest cost	115		110		19		21		Miscellaneous, net
Expected return on plan assets	(138)		(126)		(1)		(1)		Miscellaneous, net
Amortization of unrecognized (gain) loss	10		4		(13)		(19)		Miscellaneous, net
Amortization of prior service credit	—		—		(47)		(56)		Miscellaneous, net
Other	—		1		—		—		Miscellaneous, net
Total	$	55	$	51	$	(39)	$	(53)

NOTE 6 — FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE

The table below presents disclosures about the financial assets and liabilities measured at fair value on a recurring basis in UAL's financial statements (in millions):


	June 30, 2024								December 31, 2023
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	10,864	$	10,864	$	—	$	—	$	6,058	$	6,058	$	—	$	—
Restricted cash — current	30		30		—		—		31		31		—		—
Restricted cash — non-current	220		220		—		—		245		245		—		—
Short-term investments:
U.S. government and agency notes	4,062		—		4,062		—		8,257		—		8,257		—
Certificates of deposit placed through an account registry service (CDARS)	73		—		73		—		73		—		73		—
Corporate Debt	249		—		249		—		—		—		—		—
Long-term investments:
Equity securities	80		80		—		—		177		177		—		—

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

Restricted cash - current — Primarily includes amounts to be used for the payment of fees, principal and interest on senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United.

Restricted cash - non-current — Primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.

Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of less than two years.

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

Other fair value information. The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above (in millions). Carrying amounts include any related discounts, premiums and issuance costs:


	June 30, 2024										December 31, 2023
	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	$	26,444	$	25,978	$	—	$	19,307	$	6,671	$	29,075	$	28,302	$	—	$	22,543	$	5,759


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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 value is based on (a) the trading prices of the investment or similar instruments or (b) broker quotes obtained by third-party valuation services.
Long-term debt			Fair values are based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.

Equity Method Investments. As of June 30, 2024, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $231 million. Significant equity method investments are described below:

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 65 regional aircraft under capacity purchase agreements ("CPAs") that have terms through 2035.
CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC. CommuteAir currently operates 53 regional aircraft under a CPA that has a term through 2026.
United Airlines Ventures Sustainable Flight Fund (the "Fund"). United holds, through its corporate venture capital arm, United Airlines Ventures, Ltd., a 33% ownership interest in the Fund. The Fund is an investment vehicle designed to invest in start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with sustainable aviation fuel (SAF).

Other Investments. As of June 30, 2024, United has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air carrier doing business as JSX, as well as a number of companies with emerging technologies and sustainable solutions. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2024, the carrying value of these investments was $423 million.

Notes Receivable. As of June 30, 2024, the Company has $86 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, less allowance for credit losses. The long-term portion of the notes receivable is recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Commitments. As of June 30, 2024, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") as presented in the table below:


		Contractual Aircraft Deliveries (b)			Expected Aircraft Deliveries (c)
Aircraft Type	Number of Firm Commitments (a)	Last Six Months of 2024	2025	After 2025	Last Six Months of 2024	2025	After 2025
787	150	8	18	124	4	11	135
737 MAX 8	33	33	—	—	16	17	—
737 MAX 9	143	33	40	70	9	44	90
737 MAX 10	167	—	—	167	—	—	167
A321neo	118	18	22	78	18	22	78
A321XLR	50	—	—	50	—	—	50
A350	45	—	—	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.
(b) Contractual aircraft deliveries reflect an agreement United entered into with Airbus on July 16, 2024 to adjust delivery schedules for the A321neo ("Airbus Agreement").
(c) Expected aircraft deliveries reflect adjustments to contractual delivery schedules as communicated by Boeing and Airbus or estimated by United. However, aircraft deliveries are subject to a number of variables, as further described in Part I, Item 1A. Risk Factors of the 2023 Form 10-K, and we cannot guarantee delivery of any particular aircraft at any specific time notwithstanding firm purchase commitments.


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The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.

On April 14, 2024, the Company entered into confidential arrangements with Boeing with respect to compensation for financial damages incurred in the first quarter of 2024 due to the Federal Aviation Administration grounding of the Boeing 737 MAX 9 aircraft, and a confidential agreement to accommodate certification delays for the Boeing 737 MAX 10 aircraft. The compensation provided by Boeing for the grounding damages and in connection with rescheduling deliveries was in the form of credit memos for use on future purchases from Boeing. The Company is accounting for these arrangements as a reduction to the cost basis of the previously-delivered Boeing 737 MAX 9 aircraft and future deliveries of the Boeing 737 MAX 9 and Boeing 737 MAX 10 aircraft, which will reduce future depreciation expense associated with these aircraft.

The table below summarizes United's firm commitments as of June 30, 2024, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments. Aircraft commitments are based on contractual scheduled aircraft deliveries without any adjustments communicated by Boeing and Airbus or estimated by United but reflecting the Airbus Agreement and the April 14, 2024 arrangements between United and Boeing.


(in billions)
Last six months of 2024	$	5.6
2025	6.6
2026	5.5
2027	4.7
2028	7.2
After 2028	27.8
	$	57.4

In the second quarter of 2024, the Company signed letters of intent to enter into future leasing arrangements with major aircraft leasing companies for 40 Airbus A321neo aircraft with expected deliveries in 2026 and 2027. In July 2024, the Company entered into definitive agreements to lease 35 of the 40 Airbus A321neo aircraft, which will commence between 2026 and 2027. As of the filing date of this report, we have leases of approximately $3.7 billion for several mainline aircraft, regional aircraft under CPAs, airport facility and office space leases, none of which had commenced as of such date. These leases will commence between 2024 and 2038 with lease terms of up to 12 years.

Regional CPAs. During the six months ended June 30, 2024, United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those carriers and to modify the terms for certain aircraft. 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 have set forth below estimates of our future payments under the CPAs based on our 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, and 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. Based on these assumptions as of June 30, 2024, our estimated future payments through the end of the terms of our CPAs are presented in the table below:


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(in billions)
Last six months of 2024	$	1.3
2025	2.4
2026	2.2
2027	1.7
2028	1.4
After 2028	4.3
	$	13.3

Guarantees. As of June 30, 2024, United is the guarantor of approximately $1.9 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. All of these bonds are due between 2024 and 2041.

As of June 30, 2024, United is the guarantor of $70 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.

Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At June 30, 2024, the Company had $10.3 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $7.2 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

Labor**.** As of June 30, 2024, the Company had approximately 106,000 employees, of whom approximately 82% were represented by various U.S. labor organizations.

On February 23, 2024, United's International Association of Machinists and Aerospace Workers ("IAM") represented security guards in California and central load planners ratified new collective bargaining agreements. The ratified agreements are effective through 2025.

On February 28, 2024, United and the International Brotherhood of Teamsters (IBT) reached a tentative agreement for an extension to their labor contract, which covers United's technicians and related employees. On April 17, 2024, the United technicians declined the proposed four-year contract extension and will continue to work under their current agreement, which becomes amendable in December 2024.

NOTE 8 — DEBT

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, 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 April 21, 2025, in the case of any Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility). The revolving loan commitments of the Extending Lenders equal $2.7 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $165 million. 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 April 16, 2024, the Company increased the revolving loan commitments of the Extending Lenders by $100 million. The revolving loan commitments of the Extending Lenders now equal $2.8 billion and the revolving loan commitments of the 2024 Non-Extending Lenders remain $165 million. As of June 30, 2024, we had $2.965 billion undrawn and available under the Revolving Credit Facility.


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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 "Loan Facilities") and (i) used available cash in an amount equal to $1.37 billion to partially prepay the term loans under the 2021 term loans 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 "Term Loans") to prepay in full the remaining outstanding principal balance under the existing term loan facility. The 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 Term Loans will mature and be due and payable on February 22, 2031.

The table below presents the Company's contractual principal payments (not including $249 million of unamortized debt discount, premiums and debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements (in millions):


Last six months of 2024	$	3,349
2025	2,900
2026	4,694
2027	2,225
2028	1,688
After 2028	11,837
	$	26,693

During the six months ended June 30, 2024, United borrowed $0.9 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 2034 and 2036 and bear interest at variable rates equal to Term SOFR plus a margin of up to 2.00%.

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of June 30, 2024, UAL and United were in compliance with their respective debt covenants.

On July 2, 2024, the Company voluntarily prepaid in full the outstanding principal balance of the term loan facility of the MileagePlus Financing, which was $1.8 billion as of June 30, 2024, in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder.

NOTE 9 — SPECIAL CHARGES

For the three and six months ended June 30, operating and nonoperating special charges and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating:
(Gains) losses on sale of assets and other special charges	$	36	$	46	$	49	$	60
Labor contract ratification bonuses	—		813		—		813
Total operating special charges	36		859		49		873
Nonoperating:
Nonoperating unrealized (gains) losses on investments, net	33		(84)		70		(108)
Nonoperating debt extinguishment and modification fees	—		11		35		11
Total nonoperating special charges and unrealized (gains) losses on investments, net	33		(73)		105		(97)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net	69		786		154		776
Income tax benefit, net of valuation allowance	(8)		(194)		(19)		(197)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes	$	61	$	592	$	135	$	579


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2024

(Gains) losses on sale of assets and other special charges. During the three and six months ended June 30, 2024, the Company incurred $36 million and $49 million, respectively, of charges primarily consisting of a write down to fair market value for assets held for sale, losses on the disposal of assets, a settlement related to a certain pilot long term disability plan, accelerated depreciation on assets with shortened lives and write-off of certain international slots no longer in use, which were partially offset by a gain from a favorable outcome related to a certain contract dispute as well as gains on sales of assets.

Nonoperating unrealized (gains) losses on investments, net. During the three and six months ended June 30, 2024, the Company recorded losses of $33 million and $70 million, respectively, primarily related to the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees. During the six months ended June 30, 2024, the Company recorded $35 million of charges primarily related to the refinancing of its 2021 term loans.

2023

(Gains) losses on sale of assets and other special charges. During the three and six months ended June 30, 2023, the Company recorded $46 million and $60 million, respectively, of net charges primarily comprised of reserves for various legal matters, accelerated depreciation related to certain of the Company's assets that were retired early and other gains and losses on the sale of assets.

Labor contract ratification bonuses. During the three and six months ended June 30, 2023, the Company recorded $813 million of expense associated with an Agreement in Principle with its employees represented by the Air Line Pilots Association and ratified contracts with the IAM.

Nonoperating unrealized (gains) losses on investments, net. During the three and six months ended June 30, 2023, the Company recorded gains of $84 million and $108 million, respectively, primarily related to the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees. During the three and six months ended June 30, 2023, the Company recorded $11 million of charges primarily related to the prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility.


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