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,
			2024						2023						2024						2023
Operating revenue:
Passenger			$	13,561					$	13,349					$	38,554					$	36,625
Cargo			417						333						1,222						1,093
Other			865						802						2,592						2,373
Total operating revenue			14,843						14,484						42,368						40,091
Operating expense:
Salaries and related costs			4,323						3,914						12,353						10,946
Aircraft fuel			2,993						3,342						9,080						9,336
Landing fees and other rent			866						801						2,536						2,283
Aircraft maintenance materials and outside repairs			765						684						2,254						2,072
Depreciation and amortization			742						663						2,169						1,987
Regional capacity purchase			651						592						1,848						1,806
Distribution expenses			574						516						1,680						1,406
Aircraft rent			65						46						148						151
Special charges			(5)						29						44						902
Other			2,304						2,158						6,663						5,989
Total operating expense			13,278						12,745						38,775						36,878
Operating income			1,565						1,739						3,593						3,213
Nonoperating income (expense):
Interest expense			(379)						(493)						(1,260)						(1,472)
Interest income			187						234						554						620
Interest capitalized			53						48						174						128
Unrealized gains (losses) on investments, net			(90)						(54)						(160)						54
Miscellaneous, net			(50)						11						(40)						73
Total nonoperating expense, net			(279)						(254)						(732)						(597)
Income before income tax expense			1,286						1,485						2,861						2,616
Income tax expense			321						348						697						598
Net income			$	965					$	1,137					$	2,164					$	2,018
Earnings per share, basic			$	2.93					$	3.47					$	6.58					$	6.16
Earnings per share, diluted			$	2.90					$	3.42					$	6.49					$	6.08

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,
			2024						2023						2024						2023
Net income			$	965					$	1,137					$	2,164					$	2,018
Other comprehensive income (loss), net of tax:
Employee benefit plans			(24)						(20)						(58)						(89)
Investments and other			12						8						11						5
Total other comprehensive loss, net of tax			(12)						(12)						(47)						(84)
Total comprehensive income, net			$	953					$	1,125					$	2,117					$	1,934

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, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents			$	8,812					$	6,058
Short-term investments			5,352						8,330
Restricted cash			36						31
Receivables, less allowance for credit losses (2024 — $21; 2023 — $18)			2,042						1,898
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $788; 2023 — $689)			1,639						1,561
Prepaid expenses and other			690						609
Total current assets			18,571						18,487
Operating property and equipment:
Flight equipment			50,933						48,448
Other property and equipment			11,865						10,527
Purchase deposits for flight equipment			3,414						3,550
Total operating property and equipment			66,212						62,525
Less — Accumulated depreciation and amortization			(24,532)						(22,710)
Total operating property and equipment, net			41,680						39,815
Operating lease right-of-use assets			3,782						3,914
Other assets:
Goodwill			4,527						4,527
Intangibles, less accumulated amortization (2024 — $1,355; 2023 — $1,495)			2,691						2,725
Restricted cash			180						245
Investments in affiliates and other, less allowance for credit losses (2024 — $32; 2023 — $38)			1,209						1,391
Total other assets			8,607						8,888
Total assets			$	72,640					$	71,104

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UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)

			September 30, 2024						December 31, 2023
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable			$	4,008					$	3,835
Accrued salaries and benefits			2,802						2,940
Advance ticket sales			8,477						6,704
Frequent flyer deferred revenue			3,314						3,095
Current maturities of long-term debt			3,279						4,018
Current maturities of operating leases			491						576
Current maturities of finance leases			87						172
Current maturities of other financial liabilities			69						57
Other			838						806
Total current liabilities			23,365						22,203
Long-term debt			22,207						25,057
Long-term obligations under operating leases			4,432						4,503
Long-term obligations under finance leases			89						91
Other liabilities and deferred credits:
Frequent flyer deferred revenue			4,057						4,048
Pension liability			1,030						968
Postretirement benefit liability			594						637
Deferred income taxes			1,224						594
Other financial liabilities			2,705						2,265
Other			1,500						1,414
Total other liabilities and deferred credits			11,110						9,926
Commitments and contingencies
Stockholders' equity:
Preferred stock			—						—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,846,178 and 328,018,739 shares at September 30, 2024 and December 31, 2023, respectively			4						4
Additional capital invested			8,945						8,992
Stock held in treasury, at cost			(3,299)						(3,441)
Retained earnings			5,896						3,831
Accumulated other comprehensive loss			(109)						(62)
Total stockholders' equity			11,437						9,324
Total liabilities and stockholders' equity			$	72,640					$	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)

			Nine Months Ended September 30,
			2024						2023
Cash Flows from Operating Activities:
Net cash provided by operating activities			$	7,221					$	7,821
Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns			(3,940)						(5,105)
Purchases of short-term and other investments			(4,057)						(8,875)
Proceeds from sale of short-term and other investments			7,206						8,614
Proceeds from sale of property and equipment			66						20
Other, net			(211)						(17)
Net cash used in investing activities			(936)						(5,363)
Cash Flows from Financing Activities:
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees			5,302						1,685
Payments of long-term debt, finance leases and other financing liabilities			(8,792)						(3,423)
Repurchase of common stock			(82)						—
Other, net			(19)						(31)
Net cash used in financing activities			(3,591)						(1,769)
Net increase in cash, cash equivalents and restricted cash			2,694						689
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)			$	9,028					$	8,110
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other			$	(159)					$	677
Right-of-use assets acquired through operating leases			376						470
Lease modifications and lease conversions			117						438
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:

Cash and cash equivalents			$	8,812					$	7,478
Restricted cash — Current			36						392
Restricted cash — Non-Current			180						240
Total cash, cash equivalents and restricted cash			$	9,028					$	8,110

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, 2024			328.8						$	4					$	9,001					$	(3,368)					$	4,986					$	(97)					$	10,526
Net income			—						—						—						—						965						—						965
Other comprehensive loss			—						—						—						—						—						(12)						(12)
Stock-settled share-based compensation			—						—						41						—						—						—						41
Repurchases of common stock			(2.0)						—						—						(82)						—						—						(82)
Share issued for settlement of warrants			2.0						—						(96)						150						(54)						—						—
Stock issued for share-based awards, net of shares withheld for tax			—						—						(1)						1						(1)						—						(1)
Balance at September 30, 2024			328.8						$	4					$	8,945					$	(3,299)					$	5,896					$	(109)					$	11,437
Balance at December 31, 2023			328.0						$	4					$	8,992					$	(3,441)					$	3,831					$	(62)					$	9,324
Net income			—						—						—						—						2,164						—						2,164
Other comprehensive loss			—						—						—						—						—						(47)						(47)
Stock-settled share-based compensation			—						—						97						—						—						—						97
Repurchases of common stock			(2.0)						—						—						(82)						—						—						(82)
Share issued for settlement of warrants			2.0						—						(96)						150						(54)						—						—
Stock issued for share-based awards, net of shares withheld for tax			0.8						—						(48)						74						(45)						—						(19)
Balance at September 30, 2024			328.8						$	4					$	8,945					$	(3,299)					$	5,896					$	(109)					$	11,437
Balance at June 30, 2023			328.0						$	4					$	8,945					$	(3,442)					$	2,095					$	103					$	7,705
Net income			—						—						—						—						1,137						—						1,137
Other comprehensive loss			—						—						—						—						—						(12)						(12)
Stock-settled share-based compensation			—						—						23						—						—						—						23
Balance at September 30, 2023			328.0						$	4					$	8,968					$	(3,442)					$	3,232					$	91					$	8,853
Balance at December 31, 2022			326.9						$	4					$	8,986					$	(3,534)					$	1,265					$	175					$	6,896
Net income			—						—						—						—						2,018						—						2,018
Other comprehensive loss			—						—						—						—						—						(84)						(84)
Stock-settled share-based compensation			—						—						55						—						—						—						55
Stock issued for share-based awards, net of shares withheld for tax			1.1						—						(73)						92						(51)						—						(32)
Balance at September 30, 2023			328.0						$	4					$	8,968					$	(3,442)					$	3,232					$	91					$	8,853

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,
			2024						2023						2024						2023
Operating revenue:
Passenger			$	13,561					$	13,349					$	38,554					$	36,625
Cargo			417						333						1,222						1,093
Other			865						802						2,592						2,373
Total operating revenue			14,843						14,484						42,368						40,091
Operating expense:
Salaries and related costs			4,323						3,914						12,353						10,946
Aircraft fuel			2,993						3,342						9,080						9,336
Landing fees and other rent			866						801						2,536						2,283
Aircraft maintenance materials and outside repairs			765						684						2,254						2,072
Depreciation and amortization			742						663						2,169						1,987
Regional capacity purchase			651						592						1,848						1,806
Distribution expenses			574						516						1,680						1,406
Aircraft rent			65						46						148						151
Special charges			(5)						29						44						902
Other			2,304						2,158						6,662						5,988
Total operating expense			13,278						12,745						38,774						36,877
Operating income			1,565						1,739						3,594						3,214
Nonoperating income (expense):
Interest expense			(379)						(493)						(1,260)						(1,472)
Interest income			187						234						554						620
Interest capitalized			53						48						174						128
Unrealized gains (losses) on investments, net			(90)						(54)						(160)						54
Miscellaneous, net			(50)						12						(40)						74
Total nonoperating expense, net			(279)						(253)						(732)						(596)
Income before income tax expense			1,286						1,486						2,862						2,618
Income tax expense			321						348						697						599
Net income			$	965					$	1,138					$	2,165					$	2,019

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,
			2024						2023						2024						2023
Net income			$	965					$	1,138					$	2,165					$	2,019
Other comprehensive income (loss), net of tax:
Employee benefit plans			(24)						(20)						(58)						(89)
Investments and other			12						8						11						5
Total other comprehensive loss, net of tax			(12)						(12)						(47)						(84)
Total comprehensive income, net			$	953					$	1,126					$	2,118					$	1,935

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, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents			$	8,812					$	6,058
Short-term investments			5,352						8,330
Restricted cash			36						31
Receivables, less allowance for credit losses (2024 — $21; 2023 — $18)			2,042						1,898
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2024 — $788; 2023 — $689)			1,639						1,561
Prepaid expenses and other			690						609
Total current assets			18,571						18,487
Operating property and equipment:
Flight equipment			50,933						48,448
Other property and equipment			11,865						10,527
Purchase deposits for flight equipment			3,414						3,550
Total operating property and equipment			66,212						62,525
Less — Accumulated depreciation and amortization			(24,532)						(22,710)
Total operating property and equipment, net			41,680						39,815
Operating lease right-of-use assets			3,782						3,914
Other assets:
Goodwill			4,527						4,527
Intangibles, less accumulated amortization (2024 — $1,355; 2023 — $1,495)			2,691						2,725
Restricted cash			180						245
Investments in affiliates and other, less allowance for credit losses (2024 — $32; 2023 —$38)			1,209						1,391
Total other assets			8,607						8,888
Total assets			$	72,640					$	71,104

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UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)

			September 30, 2024						December 31, 2023
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable			$	4,008					$	3,835
Accrued salaries and benefits			2,802						2,940
Advance ticket sales			8,477						6,704
Frequent flyer deferred revenue			3,314						3,095
Current maturities of long-term debt			3,279						4,018
Current maturities of operating leases			491						576
Current maturities of finance leases			87						172
Current maturities of other financial liabilities			69						57
Other			839						808
Total current liabilities			23,366						22,205
Long-term debt			22,207						25,057
Long-term obligations under operating leases			4,432						4,503
Long-term obligations under finance leases			89						91
Other liabilities and deferred credits:
Frequent flyer deferred revenue			4,057						4,048
Pension liability			1,030						968
Postretirement benefit liability			594						637
Deferred income taxes			1,254						622
Other financial liabilities			2,705						2,265
Other			1,500						1,414
Total other liabilities and deferred credits			11,140						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 September 30, 2024 and December 31, 2023			—						—
Additional capital invested			579						482
Retained earnings			8,501						6,336
Accumulated other comprehensive loss			(109)						(62)
Payable to parent			2,435						2,538
Total stockholder's equity			11,406						9,294
Total liabilities and stockholder's equity			$	72,640					$	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)

			Nine Months Ended September 30,
			2024						2023
Cash Flows from Operating Activities:
Net cash provided by operating activities			$	7,120					$	7,790
Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns			(3,940)						(5,105)
Purchases of short-term and other investments			(4,057)						(8,875)
Proceeds from sale of short-term and other investments			7,206						8,614
Proceeds from sale of property and equipment			66						20
Other, net			(211)						(17)
Net cash used in investing activities			(936)						(5,363)
Cash Flows from Financing Activities:
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees			5,302						1,685
Payments of long-term debt, finance leases and other financing liabilities			(8,792)						(3,423)
Net cash used in financing activities			(3,490)						(1,738)
Net increase in cash, cash equivalents and restricted cash			2,694						689
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)			$	9,028					$	8,110
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other			$	(159)					$	677
Right-of-use assets acquired through operating leases			376						470
Lease modifications and lease conversions			117						438
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:

Cash and cash equivalents			$	8,812					$	7,478
Restricted cash — Current			36						392
Restricted cash — Non-Current			180						240
Total cash, cash equivalents and restricted cash			$	9,028					$	8,110

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 June 30, 2024			$	538					$	7,536					$	(97)					$	2,518					$	10,495
Net income			—						965						—						—						965
Other comprehensive loss			—						—						(12)						—						(12)
Stock-settled share-based compensation			41						—						—						—						41
Impact of UAL share repurchase			—						—						—						(82)						(82)
Other			—						—						—						(1)						(1)
Balance at September 30, 2024			$	579					$	8,501					$	(109)					$	2,435					$	11,406
Balance at December 31, 2023			$	482					$	6,336					$	(62)					$	2,538					$	9,294
Net income			—						2,165						—						—						2,165
Other comprehensive loss			—						—						(47)						—						(47)
Stock-settled share-based compensation			97						—						—						—						97
Impact of UAL share repurchase			—						—						—						(82)						(82)
Other			—						—						—						(21)						(21)
Balance at September 30, 2024			$	579					$	8,501					$	(109)					$	2,435					$	11,406
Balance at June 30, 2023			$	435					$	4,597					$	103					$	2,539					$	7,674
Net income			—						1,138						—						—						1,138
Other comprehensive loss			—						—						(12)						—						(12)
Stock-settled share-based compensation			23						—						—						—						23
Balance at September 30, 2023			$	458					$	5,735					$	91					$	2,539					$	8,823
Balance at December 31, 2022			$	403					$	3,716					$	175					$	2,571					$	6,865
Net income			—						2,019						—						—						2,019
Other comprehensive loss			—						—						(84)						—						(84)
Stock-settled share-based compensation			55						—						—						—						55
Other			—						—						—						(32)						(32)
Balance at September 30, 2023			$	458					$	5,735					$	91					$	2,539					$	8,823

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 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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Domestic (U.S. and Canada)			$	8,648					$	8,379					$	25,082					$	23,963
Atlantic			3,432						3,543						8,542						8,604
Latin America			1,232						1,184						4,023						3,773
Pacific			1,531						1,378						4,721						3,751
Total			$	14,843					$	14,484					$	42,368					$	40,091

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 subsequent 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 nine months ended September 30, 2024 and 2023, the Company recognized approximately $5.2 billion and $5.3 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 passenger 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 $1.1 billion and $3.3 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2024, respectively. The Company recorded $1.1 billion and $3.0 billion of ancillary fees within passenger revenue in the three and nine months ended September 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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Total Frequent flyer deferred revenue - beginning balance			$	7,353					$	7,024					$	7,143					$	6,675
Total miles awarded			884						816						2,643						2,465
Travel miles redeemed			(842)						(740)						(2,325)						(1,983)
Non-travel miles redeemed			(24)						(24)						(90)						(81)
Total Frequent flyer deferred revenue - ending balance			$	7,371					$	7,076					$	7,371					$	7,076

In the three and nine months ended September 30, 2024, the Company recognized, in Other operating revenue, $0.7 billion and $2.2 billion, respectively, related to 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 $2.0 billion, respectively, in the three and nine months ended September 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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Earnings available to common stockholders			$	965					$	1,137					$	2,164					$	2,018
Basic weighted-average shares outstanding			329.0						328.0						328.7						327.8
Dilutive effect of stock Warrants (a)			0.9						2.7						1.8						2.5
Dilutive effect of employee stock awards			2.8						1.7						2.8						1.5
Diluted weighted-average shares outstanding			332.7						332.4						333.3						331.8
Earnings per share, basic			$	2.93					$	3.47					$	6.58					$	6.16
Earnings per share, diluted			$	2.90					$	3.42					$	6.49					$	6.08
Potentially dilutive securities (b)
Stock Warrants (a)			1.5						1.5						1.5						1.5
Employee stock awards			0.7						0.6						0.5						0.6
(a) See discussion below for more information about these Warrants.
(b) Weighted-average potentially dilutive securities outstanding are excluded from the computation of diluted earnings per share because the securities would have an antidilutive effect.

In 2020 and 2021, the Company issued to the United States Department of the Treasury (the "U.S. Treasury") warrants (the "Warrants") to purchase 9,928,349 shares of UAL common stock in connection with the Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021 ("PSP2"), the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021 ("PSP3"), and the Airline Loan Program established under Division A, Title IV, Subtitle A of the CARES Act. In August 2024, the holder of the Warrants exercised 6,414,635, or 65%, of the Warrants, with an exercise price of $31.50, in a net share settlement for 2,043,906 shares of UAL common stock. As of September 30, 2024, the Company had the below Warrants outstanding:

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Warrant Description									Number of Shares of UAL Common Stock						Exercise Price						Expiration Dates
PSP2 Warrants									2,011,924						$	43.26					1/15/2026			—			4/29/2026
PSP3 Warrants									1,501,790						53.92						4/29/2026			—			6/10/2026
Total									3,513,714

In August 2024, the Company repurchased, through open market repurchases following the exercise of the Warrants described above, 2,043,906 shares of UAL common stock, which was recorded as an approximately $82 million increase to Stock held in treasury, at cost. These share repurchases were executed outside a publicly announced plan or program using cash resources.

On October 15, 2024, the Company announced that its Board of Directors ("Board") authorized a new share repurchase program, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $500 million in the aggregate through 2024. Unless suspended or terminated earlier by the Board, this program has no set expiration date and will therefore terminate when the Company has completed all purchases authorized under the program. The specific timing and number of shares of UAL common stock or Warrants purchased will be determined by the Company's management at its discretion and will vary based on the capital needs of the business, the market price of UAL common stock, general market conditions, securities law limitations and other factors. The purchases may be effected through a combination of one or more open market and privately negotiated transactions (including under trading plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as well as transactions structured through investment banking institutions and other derivative transactions (including through one or more accelerated share repurchase programs).

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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 June 30, 2024						$	245					$	(5)					$	(337)					$	(97)
Changes in value						(5)						15						(2)						8
Amounts reclassified to earnings						(25)			(b)			—						5						(20)
Balance at September 30, 2024						$	215					$	10					$	(334)					$	(109)
Balance at December 31, 2023						$	289					$	(4)					$	(347)					$	(62)
Changes in value						1						14						(3)						12
Amounts reclassified to earnings						(75)			(b)			—						16						(59)
Balance at September 30, 2024						$	215					$	10					$	(334)					$	(109)
Balance at June 30, 2023						$	539					$	(39)					$	(397)					$	103
Changes in value						7						10						(3)						14
Amounts reclassified to earnings						(33)			(b)			—						7						(26)
Balance at September 30, 2023						$	513					$	(29)					$	(393)					$	91
Balance at December 31, 2022						$	626					$	(35)					$	(416)					$	175
Changes in value						(10)						6						1						(3)
Amounts reclassified to earnings						(103)			(b)			—						22						(81)
Balance at September 30, 2023						$	513					$	(29)					$	(393)					$	91
(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 nine months ended September 30, 2024 were 25.0% and 24.4%, respectively. The Company's effective tax rates for the three and nine months ended September 30, 2023 were 23.4% and 22.9%, 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 September 30 (in millions):

						Pension Benefits												Other Postretirement Benefits												Affected Line Item in the Statements of Consolidated Operations
						2024						2023						2024						2023
Service cost						$	33					$	31					$	1					$	1					Salaries and related costs
Interest cost						57						53						9						10						Miscellaneous, net
Expected return on plan assets						(69)						(62)						—						—						Miscellaneous, net
Amortization of unrecognized (gain) loss						4						2						(7)						(9)						Miscellaneous, net
Amortization of prior service (credit) cost						—						1						(23)						(28)						Miscellaneous, net
Other						1						1						—						—						Miscellaneous, net
Total						$	26					$	26					$	(20)					$	(26)

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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
						2024						2023						2024						2023
Service cost						$	101					$	93					$	4					$	3					Salaries and related costs
Interest cost						172						163						28						31						Miscellaneous, net
Expected return on plan assets						(207)						(188)						(1)						(1)						Miscellaneous, net
Amortization of unrecognized (gain) loss						14						6						(20)						(28)						Miscellaneous, net
Amortization of prior service (credit) cost						—						1						(70)						(84)						Miscellaneous, net
Other						1						2						—						—						Miscellaneous, net
Total						$	81					$	77					$	(59)					$	(79)

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):

			September 30, 2024																								December 31, 2023
			Total						Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3
Cash and cash equivalents			$	8,812					$	8,812					$	—					$	—					$	6,058					$	6,058					$	—					$	—
Restricted cash — current			36						36						—						—						31						31						—						—
Restricted cash — non-current			180						180						—						—						245						245						—						—
Short-term investments:
U.S. government and agency notes			2,827						—						2,827						—						8,257						—						8,257						—
Certificates of deposit placed through an account registry service (CDARS)			73						—						73						—						73						—						73						—
Corporate Debt			2,402						—						2,402						—						—						—						—						—
Other fixed-income securities			50						—						50						—						—						—						—						—
Long-term investments:
Equity securities			67						67						—						—						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:

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			September 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			$	25,486					$	25,306					$	—					$	18,604					$	6,702					$	29,075					$	28,302					$	—					$	22,543					$	5,759

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 September 30, 2024, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $235 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") with United that have terms through 2036.

• CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC. CommuteAir currently operates 55 regional aircraft under a CPA with United 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 September 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 September 30, 2024, the carrying value of these investments was $344 million.

Notes Receivable. As of September 30, 2024, the Company has $85 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 September 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:

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												Contractual Aircraft Deliveries																		Expected Aircraft Deliveries (b)
Aircraft Type						Number of Firm Commitments (a)						Last Three Months of 2024						2025						After 2025						Last Three Months of 2024						2025						After 2025
787						150						8						18						124						3						11						136
737 MAX 8						18						18						—						—						2						16						—
737 MAX 9						141						31						40						70						3						28						110
737 MAX 10						167						—						—						167						—						—						167
A321neo						115						14						23						78						14						23						78
A321XLR						50						—						—						50						—						—						50
A350						45						—						—						45						—						—						45
(a) United also has options and purchase rights for additional aircraft.
(b) Expected aircraft deliveries reflect adjustments to contractual delivery schedules as communicated by Boeing and Airbus, as otherwise agreed between the relevant parties, or as 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.

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 (or further modify) the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.

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 September 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.

(in billions)
Last three months of 2024						$	4.1
2025						7.2
2026						5.6
2027						4.8
2028						7.3
After 2028						27.8
						$	56.8

In the third quarter of 2024, the Company entered into definitive agreements with major aircraft leasing companies to lease 40 Airbus A321neo aircraft with expected deliveries in 2026 and 2027. As of September 30, 2024, we had entered into leases with rental obligations of approximately $4.0 billion for several mainline aircraft, regional aircraft under CPAs, airport facilities and office space, none of which had commenced as of such date. These leases will commence between 2024 and 2027 with lease terms of up to 12 years.

Regional CPAs. During the nine months ended September 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, modify the terms for certain aircraft, and modify service entry dates for certain previously grounded 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

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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 September 30, 2024, 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 2024						$	0.7
2025						2.7
2026						2.5
2027						1.9
2028						1.6
After 2028						4.7
						$	14.1

Guarantees. As of September 30, 2024, United is the guarantor of approximately $1.8 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 2027 and 2041.

As of September 30, 2024, United is the guarantor of $66 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 September 30, 2024, the Company had $8.5 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $5.4 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 September 30, 2024, the Company had approximately 106,500 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"), which represents 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). On April 16, 2024, the Company further increased the revolving loan commitments of the Extending Lenders by $100 million. Following such increase, the revolving loan

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commitments of the Extending Lenders equal $2.8 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $165 million. As of September 30, 2024, we had $2.965 billion undrawn and available under the Revolving Credit Facility. The Revolving Loans, if any, bear interest at a variable rate equal to Term SOFR (as defined in the Revolving Credit Facility), generally subject to a floor, plus a credit adjustment spread described in the Revolving Credit Facility, or, at United's election, another rate based on certain market interest rates, also generally subject to a floor, in each case plus a variable margin ranging from 3.00% to 3.50%, in the case of Term SOFR loans, and 2.00% to 2.50%, in the case of loans at other market rates.

On February 22, 2024, the Company also entered into Amendment No. 2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan Facility" and, together with the Revolving Credit Facility, the "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.

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, in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder.

Equipment Notes. On August 5, 2024, the Company and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under certain pass through trusts newly formed by the Company, entered into the Note Purchase Agreement (the "Note Purchase Agreement"). The Note Purchase Agreement provides for the issuance by the Company of equipment notes (the "Equipment Notes") in the aggregate principal amount of approximately $1.4 billion secured by 48 Boeing aircraft delivered new from the manufacturer from October 2010 to December 2023 (collectively, the "Aircraft"). Pursuant to the Note Purchase Agreement, on August 5, 2024, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each Aircraft entered into by the Company and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in two series: Series AA, bearing interest at the rate of 5.450% per annum, and Series A, bearing interest at the rate of 5.875% per annum, in aggregate principal amounts equal to $969 million and $385 million, respectively. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2024-1AA, and Pass Through Certificates, Series 2024-1A, issued by two pass through trusts newly-formed by the Company. The interest on the Equipment Notes is payable semi-annually on each February 15 and August 15, beginning on February 15, 2025. The principal payments on the Equipment Notes are scheduled on February 15 and August 15 of each year, beginning on February 15, 2025 for certain Equipment Notes and August 15, 2025 for the remaining Equipment Notes. The final payments on the Equipment Notes will be due on or prior to February 15, 2037.

The table below presents the Company's contractual principal payments (not including $212 million of unamortized debt discount, premiums and debt issuance costs) as of September 30, 2024 under then-outstanding long-term debt agreements (in millions):

Last three months of 2024						$	900
2025						2,952
2026						4,770
2027						2,301
2028						1,764
After 2028						13,011
						$	25,698

During the nine months ended September 30, 2024, United borrowed $995 million 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 September 30, 2024, UAL and United were in compliance with their respective debt covenants.

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NOTE 9 — SPECIAL CHARGES

For the three and nine months ended September 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 September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Operating:
(Gains) losses on sale of assets and other special charges			$	(5)					$	28					$	44					$	88
Labor contract ratification bonuses			—						1						—						814
Total operating special charges			(5)						29						44						902
Nonoperating:
Nonoperating unrealized (gains) losses on investments, net			90						54						160						(54)
Nonoperating debt extinguishment and modification fees			75						—						110						11
Total nonoperating special charges and unrealized (gains) losses on investments, net			165						54						270						(43)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net			160						83						314						859
Income tax benefit, net of valuation allowance			(15)						(7)						(34)						(204)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes			$	145					$	76					$	280					$	655

2024

(Gains) losses on sale of assets and other special charges. During the three and nine months ended September 30, 2024, the Company recorded $5 million of gains and $44 million of charges, respectively. The charges included 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 nine months ended September 30, 2024, the Company recorded losses of $90 million and $160 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 nine months ended September 30, 2024, the Company recorded $75 million of charges related to the prepayment in full of the outstanding principal balance of the term loan facility of the MileagePlus Financing in July 2024. During the nine months ended September 30, 2024, the Company also recorded charges of $35 million relating to the refinancing of its 2021 term loans in February 2024.

2023

(Gains) losses on sale of assets and other special charges. During the three and nine months ended September 30, 2023, the Company recorded $28 million and $88 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, an impairment of flight training equipment that was sold and other gains and losses on the sale of assets.

Labor contract ratification bonuses. During the nine months ended September 30, 2023, the Company recorded $814 million of expense related to agreements with its employees represented by the Air Line Pilots Association and IAM and other work groups.

Nonoperating unrealized (gains) losses on investments, net. During the three and nine months ended September 30, 2023, the Company recorded losses of $54 million and gains of $54 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 nine months ended September 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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