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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-25 · 249 added, 169 removed, 275 unchanged (60% of the section changed)

11 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements as of and for the year ended December 31, 2019 of the Company and our report dated February 24, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements as of and for the year ended December 31, 2020 of the Company and our report dated March 1, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Chicago, Illinois

February 24, 2020

March 1, 2021

United Airlines Holdings, Inc.

Management Report on Internal Control Over Financial Reporting

February 24, 2020

March 1, 2021

To the Stockholders of United Airlines Holdings, Inc.

11 unchanged sentences

Management Report on Internal Control Over Financial Reporting

February 24, 2020

March 1, 2021

To the Stockholder of United Airlines, Inc.

11 unchanged sentences

OTHER INFORMATION.

2021 Executive Compensation Program

On February 25, 2021, the Compensation Committee (the "Committee") of the Board of Directors of United Airlines Holdings, Inc.

(the "Company") approved the Company's 2021 executive compensation program ("2021 Program").

The 2021 Program is designed to be aligned with the Company's recovery efforts from the COVID-19 pandemic and the related impacts on the global economy and the travel industry in particular.

As described further below, the recovery design of the 2021 Program includes short-term and long-term incentive awards.

The 2021 Program maintains salary and compensation levels linked to short-term performance goals but significantly reduces the intended levels of long-term equity incentives granted to our executives in order to comply with the compensation limits of the CARES Act (as described below).

As a result of this reduction in long-term equity incentives, the compensation component levels under the 2021 Program differ as compared to our traditional and intended compensation levels.

As previously disclosed, in April 2020, the Company entered into a Payroll Support Program Agreement (the "First PSP Agreement") with the United States Department of the Treasury (the "U.S.

Treasury Department") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act");

in September 2020, the Company entered into a loan agreement with the U.S.

Treasury Department (the "Term Loan Facility") pursuant to the loan program established under the CARES Act;

and, in January 2021, the Company and the U.S.

Treasury Department entered into the Payroll Support Program Extension Agreement (together with the First PSP Agreement, the "PSP Agreement").

As a condition of the PSP Agreement and the Term Loan Facility, the Company is subject to restrictions on the amount of total compensation that it can provide to certain employees, including each of the Company's named executive officers.

These compensation restrictions continue until the later of (i) October 1, 2022 and (ii) one year after full repayment of all loans under the Term Loan Facility, which has a maturity date of September 26, 2025 (such period is referred to herein as the "CARES Act restricted period").

The annual total target compensation levels for our executives are set with reference to market practices of a peer group of companies and the benchmarking results are balanced with additional factors, such as each executive's experience, knowledge, skills, roles, and contributions to the Company.

The Committee also considers internal pay parity among our executives.

As a result of the CARES Act limitations on executive compensation, the Company is prohibited from providing our executives the full value of the intended compensation levels during the CARES Act restricted period.

The 2021 Program is designed to motivate and retain our executives while complying with the compensation limits under the CARES Act.

The compensation packages of our executives also were significantly reduced during 2020.

As previously disclosed, Scott Kirby, our CEO, and Brett Hart, our President, each waived 100% of his 2020 base salary for portions of 2020 in recognition of the impact of the COVID-19 pandemic on the Company's business, and to lead by example.

In addition, no payments were made under our 2020 Annual Incentive Program ("AIP").

The total salary amounts waived during 2020 were as follows (including reference to the percent of total annual salary that was waived for 2020):

Kirby—$784,470 (82%) Mr.

Hart—$545,737 (70%);

Gerald Laderman (our Executive Vice President and Chief Financial Officer)—$151,057 (21%).

The target level of the 2020 AIP awards, for which no payments were made, were as follows:

Kirby—$2,500,000;

Hart—$1,356,250;

Laderman—$758,500.

Short-term Incentives.

On February 25, 2021, the Committee authorized short-term performance-based restricted stock unit ("RSU") awards ("Recovery Performance RSUs") under the Company's 2017 Incentive Compensation Plan (the "2017 Plan") in lieu of the cash-based payment structure of the 2020 AIP.

Under the Recovery Performance RSUs, the Committee established short-term performance goals based on financial and customer satisfaction metrics that are deemed critical to the Company's success as it emerges from the worst crisis in the history of the aviation industry.

The equity design of the Recovery Performance RSUs places emphasis on Company stock price performance and is designed to further support alignment of interests between our executives and stockholders.

The Recovery Performance RSUs may be granted to officers and employees of United Airlines, Inc.

("United") or any subsidiary of United.

Generally, a recipient of a Recovery Performance RSU award must remain continuously employed from the date of grant through the last day of the performance period in order to be eligible for vesting of the award.

However, if the recipient's employment is terminated by reason of death or disability, then the award will vest on a pro-rated basis (based on the number of days worked during the performance period and assuming achievement of the target level).

Long-term Equity Incentives.

The Committee sets the intended long-term equity compensation levels as an element of the annual total target compensation package based on the peer benchmarking results and other factors referenced above.

However, in designing the 2021 Program, the Committee determined that it was appropriate to implement the required CARES Act compensation limits through reductions to the target grant level of the long-term equity awards.

The 2021 reductions to the long-term equity awards to comply with the CARES Act limits are detailed in the table below.

Name Intended LTI Equity Award Level Actual LTI Equity Award Level (1) Reduction For CARES Act Limit

Scott Kirby $10,000,000 $6,230,000 $3,770,000

Hart $5,812,500 $1,256,000 $4,556,500

Gerald Laderman $2,718,750 $1,665,000 $1,053,750

The entire 2021 LTI equity award for Mr.

Hart and a portion of the 2021 LTI equity award ($1,574,000) for Mr.

Kirby will not be granted until a later date in accordance with the requirements of the CARES Act, which counts and restricts total compensation on a rolling 12-month basis.

As noted above, in order to support continued alignment with the Company's stockholders, the short-term incentive component is being delivered entirely in equity.

In addition, while the short-term component of the 2021 Program emphasizes performance goals deemed critical to the Company's emergence from the COVID-19 pandemic, the 2021 long-term incentive retains the time-vested equity component included in the Company's long-term incentive design in prior years.

The time-vested equity component enhances stability of the long-term incentive by reducing volatility (as compared to performance-based awards), which is expected to enhance retention value, while assuring that a significant portion of compensation is directly linked to the Company's stock price performance.

Vesting of the time-vested RSUs is subject to the employee's continued employment with the Company or its subsidiaries from the date of grant through each vesting date (except as otherwise provided by the Committee or as provided in the 2017 Plan).

The time-vested awards under the 2021 Program generally vest in six-month increments over a two-year period (on August 31 st and February 28th).

The Committee established this vesting schedule in consideration of the significant reduction in the long-term equity incentives under the 2021 Program as compared to the intended levels under the Company's traditional total compensation design.

In addition, this vesting schedule is balanced by the extended vesting period of the long-term contingent cash awards (described below), which include a vesting condition that may extend for more than five years.

Consistent with our prior long-term incentive design, if the employee remains continuously employed by the Company or an affiliate from the date of grant until the date upon which a qualifying event (which is generally a termination of employment within two years following a change of control of the Company under circumstances entitling the employee to a cash severance payment) occurs, then on the date of such qualifying event the employee's rights with respect to all RSUs that are not then vested will become vested and all restrictions on such RSUs will lapse.

Further, if the employee's employment is terminated by reason of death or disability, then all RSUs that are not then vested will fully vest.

Long-term Contingent Cash Awards.

On February 25, 2021, the Committee also approved long-term contingent cash awards (the "Long-Term Cash Awards") in recognition of the Company's need to reward and retain its management team as it continues to navigate the Company's responses to the COVID-19 pandemic.

The Committee approved Long-Term Cash Awards to Messrs.

Kirby, Hart, and Laderman with a contingent payment opportunity equal to three times the executive's base salary level at the time of grant.

Under the terms of the Long-Term Cash Awards, payment of the award is contingent upon the recipient's continued employment with the Company through the later of (i) three years from the date of award or (ii) the expiration of the CARES Act restricted period.

If the recipient's employment is terminated by reason of death or disability, then the Long-Term Cash Award is payable in full to the recipient or his or her estate.

In making the determination to grant the Long-Term Cash Awards, the Committee considered concerns related to the need to retain and reward our management team throughout the current crisis, considerations related to compensation benchmarking and internal and external pay parity, and management's voluntary waivers of significant salary amounts in 2020.

The Long-Term Cash Awards are intended to enhance our ability to retain our management team during this time of unprecedented challenges for the Company and the airline industry as a whole, particularly as our management team has marketable skills that are highly valued and transferable to other companies, including companies in industries that have not been as adversely impacted by COVID-19.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

28 unchanged sentences

Normally, pre-approval is provided at regularly scheduled meetings.

However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of the Audit Committee.

However, the authority to grant specific preapproval between meetings, as necessary, has been delegated to the Chair of the Audit Committee.

The Chair must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.

3 unchanged sentences

The aggregate fees billed for professional services rendered by the Company's independent auditors in 2020 and 2019 are as follows (in thousands):

Service 2020 2019

Audit Fees $ 6,000 $ 4,323

Audit Related Fees 302 403

All Other Fees

Tax fees 170 174

Total Fees $ 6,472 $ 4,900

UAL and United amounts are the same.

3 unchanged sentences

Audit Related Fees.

For 2020, fees for audit-related services primarily consisted of audits and/or agreed upon audit procedures related to prior years' audits of subsidiaries of the Company.

For 2019, fees for audit-related services primarily consisted of accounting consultations for proposed or future transactions and identifying and testing changes in the internal control environment prior to the implementation of the new revenue accounting system, which went into effect during the third quarter of 2019.

For 2018 , fees for audit-related services consisted of consultations related to the adoption of new accounting standards prior to adoption.

Tax fees for 2020 and 2019 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S.

and international tax impacts of certain transactions, exclusive of tax services rendered in connection with the audit.

All Other Fees.

Fees for all other services billed in 2018 consist of subscriptions to Ernst & Young LLP's on-line accounting research tool.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

List of documents filed as part of this report:

(a) List of documents filed as part of this report:

(1) Financial Statements .

4 unchanged sentences

All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.

(b) Exhibits.

The exhibits required by this item are provided in the Exhibit Index.

1 unchanged sentence

EXHIBIT INDEX

Registrant Exhibit

Articles of Incorporation and Bylaws

Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc.

3.1 UAL Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc.

(filed as Exhibit 3.1 to UAL's Form 8-K filed June 27, 2019, Commission file number 1-6033, and incorporated herein by reference)

Amended and Restated Bylaws of United Airlines Holdings, Inc.

3.2 UAL Amended and Restated Bylaws of United Airlines Holdings, Inc.

(filed as Exhibit 3.2 to UAL's Form 8-K filed June 27, 2019, Commission file number 1-6033, and incorporated herein by reference)

Amended and Restated Certificate of Incorporation of United Airlines, Inc.

3.3 UAL Certificate of Designation of the Series A Junior Participating Serial Preferred Stock of the Company, dated December 4, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on December 7, 2020)

3.4 United Amended and Restated Certificate of Incorporation of United Airlines, Inc.

(filed as Exhibit 3.1 to UAL's Form 8-K filed April 3, 2013, Commission file number 1-6033, and incorporated herein by reference)

Amended and Restated By-laws of United Airlines, Inc.

3.5 United Amended and Restated By-laws of United Airlines, Inc.

(filed as Exhibit 3.2 to UAL's Form 8-K filed April 3, 2013, Commission file number 1-6033, and incorporated herein by reference)

Instruments Defining Rights of Security Holders, Including Indentures

Indenture, dated as of May 7, 2013, among United Continental Holdings, Inc., United Airlines, Inc.

United Indenture, dated as of May 7, 2013, among United Continental Holdings, Inc., United Airlines, Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to UAL's Form 8-K filed on May 10, 2013, Commission file number 1-6033, and incorporated herein by reference)

Second Supplemental Indenture, dated as of November 8, 2013, among United Continental Holdings, Inc., United Airlines, Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of 6.000% Senior Notes due 2020 (filed as Exhibit 4.2 to UAL's Form 8-K filed on November 12, 2013, Commission file number 1-6033, and incorporated herein by reference)

Form of 6.000% Senior Notes due 2020 (filed as Exhibit 4.3 to UAL's Form 8-K filed on November 12, 2013, Commission file number 1-6033, and incorporated herein by reference)

Form of Notation of Note Guarantee (filed as Exhibit 4.4 to UAL's Form 8-K filed on November 12, 2013, Commission file number 1-6033, and incorporated herein by reference)

Third Supplemental Indenture, dated as of January 26, 2017, among United Continental Holdings, Inc., United Airlines, Inc.

United Third Supplemental Indenture, dated as of January 26, 2017, among United Continental Holdings, Inc., United Airlines, Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of 5.000% Senior Notes due 2024 (filed as Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of 5.000% Senior Notes due 2024 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017, Commission file number 1-6033, and incorporated herein by reference)

Fourth Supplemental Indenture, dated as of September 29, 2017, among United Continental Holdings, Inc., United Airlines, Inc.

United Form of 5.000% Senior Notes due 2024 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed January 27, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Fourth Supplemental Indenture, dated as of September 29, 2017, among United Continental Holdings, Inc., United Airlines, Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of 4.250% Senior Notes due 2022 (filed as Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of 4.250% Senior Notes due 2022 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017, Commission file number 1-6033, and incorporated herein by reference)

Fifth Supplemental Indenture, dated as of May 9, 2019, among United Continental Holdings, Inc., United Airlines, Inc.

United Form of 4.250% Senior Notes due 2022 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed October 4, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Fifth Supplemental Indenture, dated as of May 9, 2019, among United Continental Holdings, Inc., United Airlines, Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019, Commission file number 1-6033, and incorporated herein by reference)

Form of 4.875% Senior Notes due 2025 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019, Commission file number 1-6033, and incorporated herein by reference)

Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019, Commission file number 1-6033, and incorporated herein by reference)

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

United Form of 4.875% Senior Notes due 2025 (filed as Exhibit A to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019, Commission file number 1-6033, and incorporated herein by reference)

United Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL's Form 8-K filed May 10, 2019, Commission file number 1-6033, and incorporated herein by reference)

United Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

United Promissory Note, dated as of April 20, 2020, among UAL, United, as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 23, 2020, and incorporated herein by reference)

4.13 UAL Warrant Agreement (including Form of Warrant), dated as of April 20, 2020, between UAL and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 23, 2020, and incorporated herein by reference)

United Indenture (including Form of 6.50% Senior Secured Notes due 2027), dated as of July 2, 2020, by and among Mileage Plus Holdings, LLC, Mileage Plus Intellectual Property Assets, Ltd., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral custodian, governing the 6.50% Senior Secured Notes due 2027 (filed as Exhibit 4.1 to UAL's Form 8-K filed July 2, 2020, and incorporated herein by reference)

United Warrant Agreement, dated as of September 28, 2020, between UAL and The United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed September 30, 2020 and incorporated herein by reference)

4.16 UAL Form of Warrant (filed as Exhibit 4.2 to UAL's Form 8-K filed September 30, 2020 and incorporated herein by reference)

4.17 UAL Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on December 7, 2020)

4.18 UAL Amendment No.

1 to Tax Benefits Preservation Plan

Material Contracts

Agreement, dated April 19, 2016, by and among PAR Capital Management, Inc., Altimeter Capital Management, LP, United Continental Holdings, Inc.

†10.1 UAL Agreement, dated April 19, 2016, by and among PAR Capital Management, Inc., Altimeter Capital Management, LP, United Continental Holdings, Inc.

and the other signatories listed on the signature page thereto (filed as Exhibit 10.1 to UAL's Form 8-K filed April 20, 2016, Commission file number 1-6033, and incorporated herein by reference)

United Airlines Holdings, Inc.

Profit Sharing Plan (amended and restated effective January 1, 2019)

Employment Agreement, dated December 31, 2015, among United Continental Holdings, Inc., United Airlines, Inc.

†10.2 UAL United Airlines Holdings, Inc.

Profit Sharing Plan (amended and restated effective January 1, 2019) (filed as Exhibit 10.2 to UAL's Form 10-K for the year ended December 31, 2019 Commission file number 1-6033, and incorporated herein by reference)

United Employment Agreement, dated December 31, 2015, among United Continental Holdings, Inc., United Airlines, Inc.

and Oscar Munoz (filed as Exhibit 10.1 to UAL's Form 8-K/A filed January 7, 2016, Commission file number 1-6033, and incorporated herein by reference)

Amendment to Employment Agreement, dated April 19, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc.

United Amendment to Employment Agreement, dated April 19, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc.

and Oscar Munoz (filed as Exhibit 10.1 to UAL's Form 8-K filed April 20, 2016, Commission file number 1-6033, and incorporated herein by reference)

Second Amendment to Employment Agreement, dated April 21, 2017, by and among United Continental Holdings, Inc., United Airlines, Inc.

United Second Amendment to Employment Agreement, dated April 21, 2017, by and among United Continental Holdings, Inc., United Airlines, Inc.

and Oscar Munoz (filed as Exhibit 10.1 to UAL's Current Report on Form 8-K filed on April 21, 2017, Commission file number 1-6033, and incorporated herein by reference)

Transition Agreement, dated as of December 4, 2019, by and among United Airlines Holdings, Inc., United Airlines, Inc.

United Transition Agreement, dated as of December 4, 2019, by and among United Airlines Holdings, Inc., United Airlines, Inc.

and Oscar Munoz (filed as Exhibit 10.1 to UAL's Current Report on Form 8-K filed on December 6, 2019, Commission file number 1-6033, and incorporated herein by reference)

SERP Agreement, dated as of October 1, 2010, by and among United Continental Holdings, Inc., Continental Airlines, Inc.

United SERP Agreement, dated as of October 1, 2010, by and among United Continental Holdings, Inc., Continental Airlines, Inc.

and Gerald Laderman (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30, 2015, Commission file number 1-6033, and incorporated herein by reference)

Stock Option Award Notice, dated as of December 4, 2019, to J.

United Stock Option Award Notice, dated as of December 4, 2019, to J.

Scott Kirby pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan (filed as Exhibit 10.2 to UAL's Current Report on Form 8-K filed on December 6, 2019, Commission file number 1-6033, and incorporated herein by reference)

Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2016, Commission file number 1-6033, and incorporated herein by reference)

Form of Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc.

†10.9 UAL Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2016, Commission file number 1-6033, and incorporated herein by reference)

Description of Benefits for Officers of United Airlines Holdings, Inc.

†10.10 UAL Description of Benefits for Officers of United Airlines Holdings, Inc.

and United Airlines, Inc.

United Continental Holdings, Inc.

(filed as Exhibit 10.11 to UAL's Form 10-K for the year ended December 31, 2019 Commission file number 1-6033, and incorporated herein by reference)

†10.11 UAL United Continental Holdings, Inc.

Officer Travel Policy (filed as Exhibit 10.24 to UAL's Form 10-K for the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

†10.12 UAL United Continental Holdings, Inc.

2008 Incentive Compensation Plan (filed as Annex A to UAL Corporation's 2013 Definitive Proxy Statement filed on April 26, 2013, Commission file number 1-6033, and incorporated herein by reference) (now named the United Continental Holdings, Inc.

2008 Incentive Compensation Plan)

First Amendment to the United Continental Holdings, Inc.

†10.13 UAL First Amendment to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (changing the name to United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (filed as Annex A to UAL's Definitive Proxy Statement filed on April 26, 2013, Commission file number 1-6033, and incorporated herein by reference)

Second Amendment to the United Continental Holdings, Inc.

†10.14 UAL Second Amendment to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (filed as Exhibit 10.19 to UAL's Form 10-K for the year ended December 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc.

†10.15 UAL Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2008, Commission file number 1-6033, and incorporated herein by reference)

Form of Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan (stock settled) (filed as Exhibit 10.21 to UAL's Form 10-K for the year ended December 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (filed as Exhibit 10.31 to UAL's Form 10-K for the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference)

First Amendment to the United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (effective with respect to performance periods beginning on or after January 1, 2012) (filed as Exhibit 10.33 to UAL's Form 10-K for the year ended December 31, 2011, Commission file number 1-6033, and incorporated herein by reference)

Second Amendment to the United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (filed as Exhibit 10.29 to UAL's Form 10-K for the year ended December 31, 2012, Commission file number 1-6033, and incorporated herein by reference)

Third Amendment to the United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2015, Commission file number 1-6033, and incorporated herein by reference)

Fourth Amendment to the United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc.

2008 Incentive Compensation Plan) (filed as Exhibit 10.22 to UAL's Form 10-K for the year ended December 31, 2015, Commission file number 1-6033 and incorporated herein by reference)

Form of Performance-Based Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc.

Performance-Based Restricted Stock Unit Program (Relative Pre-tax Margin awards) (for performance periods beginning on or after January 1, 2015) (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2015, Commission file number 1-6033, and incorporated herein by reference)

United Air Lines, Inc.

†10.16 UAL United Air Lines, Inc.

Management Cash Direct & Cash Match Program (amended and restated effective January 1, 2016) (filed as Exhibit 10.28 to UAL's Form 10-K for the year ended December 31, 2018 Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

†10.17 UAL United Continental Holdings, Inc.

Executive Severance Plan (effective October 1, 2014) (filed as Exhibit 10.1 to UAL's Form 8-K filed June 20, 2014, Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

†10.18 UAL United Continental Holdings, Inc.

2017 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 8-K filed on May 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Stock Option Award Notice pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan (filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

Performance-Based RSU Program (adopted pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan) (filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

First Amendment to the United Continental Holdings, Inc.

Performance-Based RSU Program (adopted pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan) (filed as Exhibit 10.34 to UAL's Form 10-K for the year ended December 31, 2018, Commission file number 1-6033, and incorporated herein by reference)

Form of Performance-Based RSU Award Notice pursuant to the United Continental Holdings, Inc.

Performance-Based RSU Program (Relative Pre-tax Margin awards) (stock settled form of award) (filed as Exhibit 10.35 to UAL's Form 10-K for the year ended December 31, 2018, Commission file number 1-6033, and incorporated herein by reference)

Form of Performance-Based RSU Award Notice pursuant to the United Continental Holdings, Inc.

Performance-Based RSU Program (Relative Pre-tax Margin awards) (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Continental Holdings, Inc.

†10.19 UAL United Continental Holdings, Inc.

Annual Incentive Program (cash settled form of award) (adopted pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan) (filed as Exhibit 10.63 to UAL's Form 10-K for the year ended December 31, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Annual Incentive Program Award Notice pursuant to the United Continental Holdings, Inc.

†10.20 UAL Form of Annual Incentive Program Award Notice pursuant to the United Continental Holdings, Inc.

Annual Incentive Program (adopted pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan) (filed as Exhibit 10.64 to UAL's Form 10-K for the year ended December 31, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Performance-Based RSU Award Notice pursuant to the United Continental Holdings, Inc.

Performance-Based RSU Program (for performance periods beginning on or after January 1, 2020)

Description of Compensation and Benefits for United Airlines Holdings, Inc.

Non-Employee Directors

United Continental Holdings, Inc.

†10.21 UAL Form of Performance-Based RSU Award Notice pursuant to the United Continental Holdings, Inc.

Performance-Based RSU Program (for performance periods beginning on or after January 1, 2020) (filed as Exhibit 10.35 to UAL's Form 10-K for the year ended December 31, 2019 Commission file number 1-6033, and incorporated herein by reference)

†10.22 UAL Form of Performance-Based RSU Award Notice (adopted pursuant to the United Continental Holdings, Inc.

2017 Incentive Compensation Plan)

†10.23 UAL Form of Long-term Contingent Cash Award Notice

†10.24 UAL Description of Compensation and Benefits for United Airlines Holdings, Inc.

Non-Employee Directors (filed as Exhibit 10.36 to UAL's Form 10-K for the year ended December 31, 2019 Commission file number 1-6033, and incorporated herein by reference)

†10.25 UAL United Continental Holdings, Inc.

2006 Director Equity Incentive Plan (as amended and restated, effective February 20, 2014, filed as Annex A to UAL's Definitive Proxy Statement filed April 25, 2014, Commission file number 1-6033, and incorporated herein by reference)

First Amendment to the United Continental Holdings, Inc.

†10.26 UAL First Amendment to the United Continental Holdings, Inc.

2006 Director Equity Incentive Plan (as amended and restated on February 20, 2014) (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended March 31, 2017, Commission file number 1-6033, and incorporated herein by reference)

Form of Share Unit Award Notice pursuant to the United Continental Holdings, Inc.

†10.27 UAL Form of Share Unit Award Notice pursuant to the United Continental Holdings, Inc.

2006 Director Equity Incentive Plan (for awards granted on or after June 2011) (filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June 30, 2014, Commission file number 1-6033, and incorporated herein by reference)

Amended and Restated A350-900 Purchase Agreement, dated September 1, 2017, including letter agreements related thereto, between Airbus S.A.S.

†10.28 UAL Letter Agreement dated March 10, 2020 among Oscar Munoz, UAL and United related to salary waiver (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2020, Commission file number 1-6033, and incorporated herein by reference)

†10.29 UAL Letter Agreement dated March 10, 2020 among J.

Scott Kirby, UAL and United related to salary waiver (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended March 31, 2020, Commission file number 1-6033, and incorporated herein by reference)

†10.30 UAL Letter Agreement dated April 29, 2020 among J.

Scott Kirby, UAL and United related to salary waiver (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2020, Commission file number 1-6033, and incorporated herein by reference)

†10.31 UAL Letter Agreement dated May 21, 2020 among Brett J.

Hart, UAL and United related to salary waiver (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2020, Commission file number 1-6033, and incorporated herein by reference)

United Amended and Restated A350-900 Purchase Agreement, dated September 1, 2017, including letter agreements related thereto, between Airbus S.A.S.

and United Airlines, Inc.

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Amendment No.

United Amendment No.

1, dated as of July 18, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S.

1 unchanged sentence

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2019, Commission file number 1-6033, and incorporated herein by reference)

Amendment No.

United Amendment No.

2, dated as of December 3, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S.

and United Airlines, Inc.

Aircraft General Terms Agreement, dated October 10, 1997, by and among Continental and Boeing (filed as Exhibit 10.15 to Continental's Form 10-K for the year ended December 31, 1997, Commission File Number 1-10323, and incorporated herein by reference)

Purchase Agreement No.

(filed as Exhibit 10.42 to UAL's Form 10-K for the year ended December 31, 2019 Commission file number 1-6033, and incorporated herein by reference)

United Aircraft General Terms Agreement, dated October 10, 1997, by and among Continental and Boeing (filed as Exhibit 10.15 to Continental's Form 10-K for the year ended December 31, 1997, Commission File Number 1-10323, and incorporated herein by reference)

United Purchase Agreement No.

PA-03776, dated July 12, 2012, between The Boeing Company and United Continental Holdings, Inc.

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2012, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

1 to Purchase Agreement No.

03776, dated June 17, 2013 (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2013, Commission file number 1-6033, and incorporated herein by reference)

Purchase Agreement Assignment to Purchase Agreement No.

United Purchase Agreement Assignment to Purchase Agreement No.

03776, dated October 23, 2013, between United Continental Holdings, Inc.

1 unchanged sentence

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2013, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

2 to Purchase Agreement No.

03776, dated January 14, 2015 (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended March 31, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

3 to Purchase Agreement No.

03776, dated May 26, 2015 (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

4 to Purchase Agreement No.

03776, dated June 12, 2015 (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

5 to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

6 to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended March 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

7 to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.183 to UAL's Form 10-K for the year ended December 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

8, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

9, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

10, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2018, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

11, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2018, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

12, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.152 to UAL's Form 10-K for the year ended December 31, 2018, Commission file number 1-6033, and incorporated herein by reference)

Letter Agreement No.

United Supplemental Agreement No.

13 to Purchase Agreement No.

03776, dated as of March 20, 2020, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended March 31, 2020, Commission file number 1-6033, and incorporated herein by reference)

United Supplemental Agreement No.

14 to Purchase Agreement No.

03776, dated as of June 30, 2020, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2020, Commission file number 1-6033, and incorporated herein by reference)

United Letter Agreement No.

6-1162-KKT-080, dated July 12, 2012, among Boeing, United Continental Holdings, Inc., United Air Lines, Inc., and Continental Airlines, Inc.

(filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended September 30, 2012, Commission file number 1-6033, and incorporated herein by reference)

Purchase Agreement No.

United Purchase Agreement No.

3860, dated September 27, 2012, between Boeing and United Air Lines, Inc.

(filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended September 30, 2012, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

1 to Purchase Agreement No.

3860, dated June 17, 2013 (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended June 30, 2013, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

2 to Purchase Agreement No.

3860, dated December 16, 2013 (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2014, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

3 to Purchase Agreement No.

3860, dated as of July 22, 2014 (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2014, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

4 to Purchase Agreement No.

3860, dated as of January 14, 2015 (filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended March 31, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

5 to Purchase Agreement No.

3860, dated as of April 30, 2015 (filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended June 30, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

6 to Purchase Agreement No.

3860, dated as of December 31, 2015 (filed as Exhibit 10.178 to UAL's Form 10-K for the year ended December 31, 2015, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

7 to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended March 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Letter Agreement to Purchase Agreement No.

United Letter Agreement to Purchase Agreement No.

3860, dated May 5, 2016, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2016, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

8, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2017, Commission file number 1-6033, and incorporated herein by reference)

Letter Agreement No.

United Letter Agreement No.

UAL-LA-1604287 to Purchase Agreement Nos.

1 unchanged sentence

(filed as Exhibit 10.194 to UAL's Form 10-K for the year ended December 31, 2016, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

9, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2018, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

10, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.166 to UAL's Form 10-K for the year ended December 31, 2018, Commission file number 1-6033, and incorporated herein by reference)

Supplemental Agreement No.

United Supplemental Agreement No.

11, including exhibits and side letters, to Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.167 to UAL's Form 10-K for the year ended December 31, 2018, Commission file number 1-6033, and incorporated herein by reference)

Amended and Restated Credit and Guaranty Agreement, dated as of March 29, 2017, among United Airlines, Inc., as borrower, United Continental Holdings, Inc., as parent and a guarantor, the subsidiaries of United Continental Holdings, Inc.

United Amended and Restated Credit and Guaranty Agreement, dated as of March 29, 2017, among United Airlines, Inc., as borrower, United Continental Holdings, Inc., as parent and a guarantor, the subsidiaries of United Continental Holdings, Inc.

from time to time party thereto other than the borrower party thereto from time to time, as guarantors, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to UAL's Form 8-K filed April 3, 2017, Commission file number 1-6033, and incorporated herein by reference)

First Amendment, dated as of November 15, 2017, to Amended and Restated Credit Guaranty Agreement (filed as Exhibit 10.219 to UAL's Form 10-K for the year ended December 31, 2017, Commission file number 1-6033, and incorporated herein by reference)

Second Amendment, dated as of May 16, 2018, to Amended and Restated Credit Guaranty Agreement filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2018, Commission file number 1-6033, and incorporated herein by reference)

United First Amendment, dated as of November 15, 2017, to Amended and Restated Credit Guaranty Agreement (filed as Exhibit 10.219 to UAL's Form 10-K for the year ended December 31, 2017, Commission file number 1-6033, and incorporated herein by reference)

United Second Amendment, dated as of May 16, 2018, to Amended and Restated Credit Guaranty Agreement filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2018, Commission file number 1-6033, and incorporated herein by reference)

United Payroll Support Program Agreement, dated as of April 20, 2020, between United and the United States Department of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed April 23, 2020, and incorporated herein by reference)

United Credit Agreement, dated as of July 2, 2020, by and among Mileage Plus Holdings, LLC, Mileage Plus Intellectual Property Assets, Ltd., the guarantors named therein, the lenders named therein, the lead arrangers named therein, Goldman Sachs Bank USA, as administrative agent, and Wilmington Trust, National Association, as master collateral agent and collateral administrator (filed as Exhibit 10.1 to UAL's Form 8-K filed July 2, 2020, and incorporated herein by reference)

United Loan and Guarantee Agreement, among United, as borrower, UAL, as parent and guarantor, the subsidiaries of UAL other than United party thereto from time to time, as guarantors, The United States Department of the Treasury, as lender, and The Bank of New York Mellon, as administrative agent and collateral agent (filed as Exhibit 10.1 to UAL's Form 8-K filed September 30, 2020 and incorporated herein by reference)

United Restatement Agreement, dated as of November 6, 2020, to that certain Loan and Guarantee Agreement, dated as of September 28, 2020, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto from time to time, The United States Department of the Treasury, as initial lender, and the Bank of New York Mellon, as administrative agent and collateral agent (and including the Loan and Guarantee Agreement dated as of September 28, 2020, and as amended and restated as of November 6, 2020, among United Airlines, Inc., as Borrower, the guarantors party thereto from time to time, The United States Department of the Treasury and The Bank of New York Mellon, as administrative agent)

United Second Amendment to Loan and Guarantee Agreement, dated as of December 8, 2020, to the Loan and Guarantee Agreement, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto, the United State Department of the Treasury, as initial lender and a lender, and The Bank of New York Treasury, as administrative agent

List of Subsidiaries

List of United Airlines Holdings, Inc.

United List of United Airlines Holdings, Inc.

and United Airlines, Inc.

Consents of Experts and Counsel

Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines Holdings, Inc.

Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines, Inc.

23.1 UAL Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines Holdings, Inc.

23.2 United Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Airlines, Inc.

Rule 13a-14(a)/15d-14(a) Certifications

Certification of the Principal Executive Officer of United Airlines Holdings, Inc.

31.1 UAL Certification of the Principal Executive Officer of United Airlines Holdings, Inc.

pursuant to 15 U.S.C.

78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

Certification of the Principal Financial Officer of United Airlines Holdings, Inc.

31.2 UAL Certification of the Principal Financial Officer of United Airlines Holdings, Inc.

pursuant to 15 U.S.C.

78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

Certification of the Principal Executive Officer of United Airlines, Inc.

31.3 United Certification of the Principal Executive Officer of United Airlines, Inc.

pursuant to 15 U.S.C.

78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

Certification of the Principal Financial Officer of United Airlines, Inc.

31.4 United Certification of the Principal Financial Officer of United Airlines, Inc.

pursuant to 15 U.S.C.

1 unchanged sentence

Section 1350 Certifications

Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines Holdings, Inc.

32.1 UAL Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines Holdings, Inc.

pursuant to 18 U.S.C.

1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc.

32.2 United Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc.

pursuant to 18 U.S.C.

1 unchanged sentence

Interactive Data File

The following financial statements from the combined Annual Report of UAL and United on Form 10-K for the year ended December, 2019, formatted in Inline XBRL:

(i) the Statements of Consolidated Operations, (ii) the Statements of Consolidated Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Consolidated Stockholders' Equity (Deficit) and (vi) the Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

United The following financial statements from the combined Annual Report of UAL and United on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL:

(i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Statements of Consolidated Cash Flows, (v) Statements of Consolidated Stockholders' Equity (Deficit) and (vi) Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

United Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

† Indicates management contract or compensatory plan or arrangement.

1 unchanged sentence

^ Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.

* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

5 unchanged sentences

Executive Vice President and Chief Financial Officer

February 24, 2020

March 1, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United Airlines Holdings, Inc.

and in the capacities and on the date indicated.

/s/ Oscar Munoz

Chief Executive Officer, Director

(Principal Executive Officer)

/s/ Gerald Laderman

Executive Vice President and Chief Financial Officer

Gerald Laderman

(Principal Financial Officer)

/s/ Chris Kenny

Vice President and Controller

(Principal Accounting Officer)

/s/ Carolyn Corvi

Signature Capacity

Scott Kirby Chief Executive Officer, Director

Scott Kirby (Principal Executive Officer)

/s/ Gerald Laderman Executive Vice President and Chief Financial Officer

Gerald Laderman (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

Chris Kenny (Principal Accounting Officer)

/s/ Carolyn Corvi Director

Carolyn Corvi

/s/ Barney Harford

/s/ Barney Harford Director

Barney Harford

/s/ Michele J.

/s/ Walter Isaacson

Hooper Director

Insler Director

/s/ Walter Isaacson Director

Walter Isaacson

/s/ James A.C.

/s/ Sito Pantoja

Kennedy Director

/s/ Oscar Munoz Director

/s/ Sito Pantoja Director

/s/ Edward M.

Philip Director

/s/ Edward L.

February 24, 2020

Shapiro Director

Vitale Director

Whitehurst Director

March 1, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United Airlines, Inc.

and in the capacities and on the date indicated.

/s/ Oscar Munoz

Chief Executive Officer, Director

(Principal Executive Officer)

/s/ Gerald Laderman

Executive Vice President and Chief Financial Officer, Director

Gerald Laderman

(Principal Financial Officer)

/s/ Chris Kenny

Vice President and Controller

(Principal Accounting Officer)

/s/ Gregory L.

February 24, 2020

Signature Capacity

Scott Kirby Chief Executive Officer, Director

Scott Kirby (Principal Executive Officer)

/s/ Gerald Laderman Executive Vice President and Chief Financial Officer, Director

Gerald Laderman (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

Chris Kenny (Principal Accounting Officer)

Hart Director

March 1, 2021

Valuation and Qualifying Accounts

1 unchanged sentence

(In millions)

Allowance for doubtful accounts:

Period Additions

Expenses Deductions Other Balance at

Allowance for credit losses - receivables:

2020 $ 9 $ 70 $ 16 $ 15 $ 78

2019 8 17 16 — 9

2018 7 17 16 — 8

Obsolescence allowance—spare parts:

2020 $ 425 $ 88 $ 35 $ — $ 478

2019 412 76 63 — 425

2018 354 73 15 — 412

Allowance for credit losses - notes receivable:

2020 $ — $ 518 $ — $ 4 $ 522

Valuation allowance for deferred tax assets:

2020 $ 58 $ 197 $ 8 $ — $ 247

2019 59 — 1 — 58

2018 63 2 6 — 59

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures