DEBT

12 Months Ended

Dec. 31, 2024


(In millions)	Maturity Dates			Interest Rate(s) at December 31, 2024					At December 31,
									2024		2023
Equipment Notes (a)	2025	—	2037	2.70	%	—	6.51	%	$	12,983	$	12,508
MileagePlus Senior Secured Notes		2027				6.50%			1,900		2,660
MileagePlus Term Loan Facility		n/a				n/a			—		2,100
2026 and 2029 Notes	2026	—	2029	4.38	%	—	4.63	%	4,000		4,000
2021 Term Loans		n/a				n/a			—		3,870
2024 Term Loans (b)		2031				6.63%			2,082		—
Unsecured
Notes		2025				4.88%			315		596
PSP Notes (c)	2030	—	2031			1.00%			3,181		3,181
Other unsecured debt	2027	—	2029	4.00	%	—	5.75	%	376		437
									24,837		29,352
Less: unamortized debt discount, premiums and debt issuance costs									(184)		(277)
Less: current portion of long-term debt									(2,973)		(4,018)
Long-term debt, net									$	21,680	$	25,057
(a)Financing includes variable rate debt based on the Secured Overnight Financing Rate ("SOFR") (or another index rate), generally subject to a floor, plus a specified margin of 0.64% to 2.00%. (b)Financing includes variable rate debt based on SOFR (or another index rate), subject to a floor, plus a specified margin of 2.00%. (c)The PSP Notes include $1.50 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under PSP, $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to PSP2 and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to PSP3. These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the SOFR plus 2.00% in years 6 through 10.

The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) as of December 31, 2024 under then-outstanding long-term debt agreements (in millions):


	2025		2026		2027		2028		2029		After 2029		Total
Contractual principal payments	$	2,973	$	4,793	$	2,326	$	1,791	$	2,892	$	10,062	$	24,837

On July 2, 2024, the Company voluntarily prepaid in full the $1.8 billion outstanding principal balance of the secured term loan facility, secured ratably with the MileagePlus Senior Secured Notes, by substantially all of the assets of MPH (the "MileagePlus Term Loan"), in addition to all accrued and unpaid interest and fees under the term loan facility and terminated all commitments thereunder. In 2023, United prepaid $1.0 billion of the outstanding principal amount under the 2021 Term Loans. See Note 13 for information related to charges recorded as a result of these prepayments.

On February 15, 2024, the Company entered into an Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility"), increasing the borrowing capacity by $1.115 billion, bringing the total amount available under the Revolving Credit Facility to $2.865 billion, which may be drawn upon until February 15, 2029, in the case of any Revolving Loans (as defined in the Revolving Credit Facility) made by the Extending Lenders (as defined in the Revolving Credit Facility), and until April 21, 2025, in the case of any Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility). On April 16, 2024, the Company further increased the revolving loan commitments of the Extending Lenders by $100 million for a total amount available thereunder of $2.965 billion. Following such increase, and after the extension of the maturity of $150 million from April 21, 2025 to February 15, 2029, the revolving loan commitments of the Extending Lenders equal $2.95 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $15 million. As of December 31, 2024, we had $2.965 billion undrawn and available under the Revolving Credit Facility. The Revolving Loans, if any, bear interest at a variable rate equal to Term SOFR (as defined in the Revolving Credit Facility), generally subject to a floor, plus a credit adjustment spread described in the Revolving Credit Facility, or, at United's election, another rate based on certain market interest rates, also generally subject to a floor, in each case plus a variable margin ranging from 3.00% to 3.50%, in the case of Term SOFR loans, and 2.00% to 2.50%, in the case of loans at other market rates.

On February 22, 2024, the Company also entered into Amendment No. 2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan Facility" and, together with the Revolving Credit Facility, the "2024 Loan Facilities") and (i) used available cash in an amount equal to $1.37 billion to partially prepay the term loans under a 2021 term loan facility and (ii) borrowed the entire term loan commitment available under the Term Loan Facility in an amount equal to $2.5 billion and used the proceeds of such terms loans (the "2024 Term Loans") to prepay in full the remaining outstanding principal balance under the existing term loan facility. The 2024 Term Loans bear interest at a variable rate equal to Term SOFR (subject to a floor of 0.0%); or, at United's election, another rate based on certain market interest rates (subject to a floor of 1.0%), in each case plus a margin of 2.75%, in the case of Term SOFR loans, and 1.75%, in the case of loans at other market rates. The remaining balance of the 2024 Term Loans will mature and be due and payable on February 22, 2031. On November 1, 2024, the Company made an optional prepayment of $400 million on its 2024 Term Loans and lowered its margin to 2.00%, in the case of Term SOFR loans, and 1.00%, in the case of loans at other market rates.

The 2024 Loan Facilities are secured on a senior basis by continuing security interests granted by United to the Collateral Trustee for the benefit of the lenders under the 2024 Loan Facilities, among other parties, on the following (the "Collateral"), subject to certain exclusions: (i) all of United's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) United's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport, and (iii) United's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority. The Collateral securing the 2024 Loan Facilities also presently secures on a senior basis (i) the Company's 4.375% senior secured notes due 2026, and (ii) the Company's 4.625% senior secured notes due 2029.

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

In addition to the Equipment Notes described above, United borrowed $1.4 billion aggregate principal amount from financial institutions to finance the purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature between 2034 and 2036 and bear interest equal to Term SOFR plus a margin with variable rates ranging from 6.17% to 6.51%.

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, limit our ability under certain circumstances to create liens on collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. Our debt agreements also contain events of default customary for similar financings including, in certain cases, cross-payment default and cross-acceleration to other material indebtedness. Certain of our debt agreements contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, certain liquid and short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral on a senior basis of 1.6 to 1.0, tested semi-annually. As of December 31, 2024, the Company was in compliance with its debt covenants under these agreements.