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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-03-01 · 241 added, 198 removed, 326 unchanged (57% of the section changed)

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UAL and United each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms, and is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis.

The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis.

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL and United have concluded that as of December 31, 2021, disclosure controls and procedures were effective.

Management's Reports on Internal Control Over Financial Reporting

UAL and United Management's Reports on Internal Control Over Financial Reporting are included herein.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company's financial statements included in this Form 10-K and issued its report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, which is included herein.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2021

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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, 2020 of the Company and our report dated March 1, 2021 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 2021 consolidated financial statements and our report dated February 18, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting in Item 9A.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Reports on Internal Control Over Financial Reporting in Item 9A.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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Chicago, Illinois

March 1, 2021

February 18, 2022

United Airlines Holdings, Inc.

Management Report on Internal Control Over Financial Reporting

March 1, 2021

February 18, 2022

To the Stockholders of United Airlines Holdings, Inc.

1 unchanged sentence

The management of United Airlines Holdings, Inc.

("UAL") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

("UAL") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

7 unchanged sentences

Management Report on Internal Control Over Financial Reporting

March 1, 2021

February 18, 2022

To the Stockholder of United Airlines, Inc.

1 unchanged sentence

The management of United Airlines, Inc.

("United") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

("United") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

United's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Certain information required by this item with respect to UAL is incorporated by reference from UAL's definitive proxy statement for its 2021 Annual Meeting of Stockholders under the captions "Election of Directors" and "Corporate Governance." Information regarding the executive officers of UAL is presented in Part I, Item 1 of this report.

There are no family relationships among the executive officers or the directors of UAL.

The executive officers are elected by UAL's Board of Directors each year and hold office until the next annual meeting of stockholders, until their successors are elected and qualified, or until their earlier death, resignation or removal.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Reference is made to the 2022 Proxy Statement with respect to information about UAL's directors and corporate governance, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.

The information required by Item 10 with respect to UAL's and United's executive officers has been included in Part I of this Form 10-K under the caption "Information about Our Executive Officers" and is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.

Reference is made to the 2022 Proxy Statement with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.

Code of Ethics.

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Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on the Company's investor relations website in accordance with Item 5.05 of Form 8-K.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

EXECUTIVE COMPENSATION.

Information required by this item with respect to UAL is incorporated by reference from UAL's definitive proxy statement for its 2021 Annual Meeting of Stockholders under the captions "Executive Compensation," "2020 Director Compensation" and "Corporate Governance—Compensation Committee Interlocks and Insider Participation."

Reference is made to the 2022 Proxy Statement with respect to information about UAL's executive and director compensation and certain related matters, which is incorporated herein by reference and made a part hereof in response to the information required by Item 11 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Reference is made to the 2022 Proxy Statement with respect to the security ownership of certain beneficial owners and management and certain equity compensation plan information, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required by this item with respect to UAL is incorporated by reference from UAL's definitive proxy statement for its 2021 Annual Meeting of Stockholders under the captions "Corporate Governance—Certain Relationships and Related Transactions," "Corporate Governance—Committees of the Board" and "Corporate Governance—Director Independence."

Reference is made to the 2022 Proxy Statement with respect to information about certain relationships and related transactions and director independence, which is incorporated herein by reference and made a part hereof in response to the information required by Item 13 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

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On a periodic basis, the Audit Committee reviews the status of services and fees incurred year-to-date and a list of newly pre-approved services since its last regularly scheduled meeting.

The Audit Committee has considered whether the 2020 and 2019 non-audit services provided by Ernst & Young LLP, the Company's independent registered public accounting firm, are compatible with maintaining auditor independence.

The Audit Committee has considered whether the 2021 and 2020 non-audit services provided by Ernst & Young LLP (PCAOB ID No.

42 ), the Company's independent registered public accounting firm, are compatible with maintaining auditor independence.

All of the services in 2021 and 2020 under the Audit Fees, Audit Related Fees, Tax Fees and All Other Fees categories below have been approved by the Audit Committee pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X of the Exchange Act.

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UAL and United amounts are the same.

For 2020 and 2019, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the effectiveness of internal control over financial reporting of United Airlines Holdings, Inc.

and its wholly-owned subsidiaries.

Audit fees also include the audit of the consolidated financial statements of United, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards.

For 2021 and 2020, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the effectiveness of internal control over financial reporting of the Company and its wholly owned subsidiaries.

Audit fees also include the audit of the consolidated financial statements of United Airlines, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards.

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.

Tax fees for 2021 and 2020 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S.

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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)

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

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)

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)

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

3.3 UAL Certificate of Designation of the Series A Junior Participating Serial Preferred Stock of United Airlines Holdings, Inc.

(filed as Exhibit 3.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by reference)

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)

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

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)

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

Instruments Defining Rights of Security Holders, Including Indentures

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)

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 and incorporated herein by reference)

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)

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 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 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 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)

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 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 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 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)

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)

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 and incorporated herein by reference)

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 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 and incorporated herein by reference)

United Promissory Note, dated as of April 20, 2020, among United Airlines Holdings, Inc., United Airlines, Inc., 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)

4.12 UAL Warrant Agreement (including Form of Warrant), dated as of April 20, 2020, between United Airlines Holdings, Inc.

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)

United Warrant Agreement, dated as of September 28, 2020, between United Airlines Holdings, Inc.

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)

4.15 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)

4.16 UAL Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between United Airlines Holdings, Inc.

and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (filed as Exhibit 4.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by reference)

4.17 UAL Amendment No.

1 to Tax Benefits Preservation Plan

1 to Tax Benefits Preservation Plan (filed as Exhibit 4.18 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

United Promissory Note, dated as of January 15, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by reference)

4.19 UAL Warrant Agreement, dated as of January 15, 2021, between United Airlines Holdings, Inc.

and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by reference)

4.20 UAL Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by reference)

United Indenture, dated as of April 21, 2021, among United Airlines, Inc., United Airlines Holdings, Inc.

and Wilmington Trust, National Association, as trustee and as collateral trustee (filed as Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Form of 4.375% Senior Secured Notes due 2026 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Form of 4.625% Senior Secured Notes due 2029 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Promissory Note, dated as of April 29, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by reference)

4.27 UAL Warrant Agreement, dated as of April 29, 2021, between United Airlines Holdings, Inc.

and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by reference)

4.28 UAL Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by reference)

United Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.11 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

Material Contracts

†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)

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 and incorporated herein by reference)

†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)

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)

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)

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)

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 and incorporated herein by reference)

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)

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

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)

2017 Incentive Compensation Plan (filed as Exhibit 10.2 to UAL's Form 8-K filed December 6, 2019 and incorporated herein by reference)

†10.5 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)

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

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

and United Airlines, 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)

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

†10.7 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)

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

†10.8 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 (filed as Annex A to UAL's Definitive Proxy Statement filed April 26, 2013 and incorporated herein by reference) (now named the United Continental Holdings, Inc.

2008 Incentive Compensation Plan)

1 unchanged sentence

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)

2008 Incentive Compensation Plan) (filed as Annex A to UAL's Definitive Proxy Statement filed April 26, 2013 and incorporated herein by reference)

†10.10 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)

†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)

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

†10.11 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)

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 and incorporated herein by reference)

†10.12 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)

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

†10.13 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)

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

†10.14 UAL 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 and incorporated herein by reference)

†10.15 UAL 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 and incorporated herein by reference)

†10.16 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)

†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)

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 and incorporated herein by reference)

†10.17 UAL 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 and incorporated herein by reference)

†10.18 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)

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 and incorporated herein by reference)

†10.19 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 and incorporated herein by reference)

†10.20 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

2017 Incentive Compensation Plan) (filed as Exhibit 10.22 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

†10.21 UAL Form of Long-term Contingent Cash Award Notice (filed as Exhibit 10.23 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

†10.22 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)

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

†10.23 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)

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 and incorporated herein by reference)

†10.24 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)

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 and incorporated herein by reference)

†10.25 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)

†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)

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 and incorporated herein by reference)

†10.26 UAL United Airlines Holdings, Inc.

Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 8-K filed May 28, 2021 and incorporated herein by reference)

†10.27 UAL Form of Restricted Stock Unit Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit 10.16 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

†10.28 UAL Form of Performance-Based RSU Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit 10.17 to UAL's Form 10-Q for the quarter ended June 30, 2021 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)

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

United Amendment No.

1 unchanged sentence

and United Airlines, Inc.

(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)

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

United Amendment No.

1 unchanged sentence

and United Airlines, Inc.

(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)

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

United Aircraft General Terms Agreement, dated October 10, 1997, by and among Continental Airlines, Inc.

and The Boeing Company (filed as Exhibit 10.15 to UAL's Form 10-K for the year ended December 31, 1997 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)

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

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)

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

United Purchase Agreement Assignment to Purchase Agreement No.

1 unchanged sentence

and United Airlines, Inc.

(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)

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

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)

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

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)

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

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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated January 20, 2016, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated February 8, 2016, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated December 27, 2016, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated June 7, 2017, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated June 15, 2017, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated as of May 15, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated as of September 25, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

03776, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

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)

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

United Supplemental Agreement No.

1 unchanged sentence

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)

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

United Supplemental Agreement No.

15 to Purchase Agreement No.

03776, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

16 to Purchase Agreement No.

03776, dated as of June 27, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

17 to Purchase Agreement No.

03776, dated as of August 12, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

18 to Purchase Agreement No.

03776, dated as of September 8, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference)

United Supplementa l Agreement No.

19 to Purchase Agreement No.

03776, dated as of November 30, 2021, between The Boeing Company and United Airlines, Inc.

(filed herewith)

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)

6-1162-KKT-080, dated July 12, 2012, among The Boeing Company, 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 and incorporated herein by reference)

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)

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

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

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)

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

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)

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

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)

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 and incorporated herein by reference)

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)

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 and incorporated herein by reference)

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)

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 and incorporated herein by reference)

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)

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 and incorporated herein by reference)

United Supplemental Agreement No.

1 unchanged sentence

3860, dated March 7, 2016, between The Boeing Company and United Airlines, Inc.

(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)

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

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)

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

United Supplemental Agreement No.

1 unchanged sentence

3860, Dated June 15, 2017, 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, 2017, Commission file number 1-6033, and incorporated herein by reference)

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

United Letter Agreement No.

1 unchanged sentence

3776, 3784 and 3860, dated December 27, 2016, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

3860, dated as of May 31, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

3860, dated as of November 1, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

1 unchanged sentence

3860, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

(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)

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

United Supplemental Agreement No.

12 to Purchase Agreement No.

3860, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference)

United A320 Family Purchase Agreement, dated as of December 3, 2019, between Airbus S.A.S.

and United Airlines, Inc.

including letter agreements related thereto, and subsequent letter agreements related thereto dated February 20, 2020 (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Amendment No.

1 to the A320 Family Purchase Agreement, dated as of December 3, 2020, between Airbus S.A.S.

and United Airlines, Inc.

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Amendment No.

2 to the A320 Family Purchase Agreement, dated as of June 27, 2021, between Airbus S.A.S.

and United Airlines, Inc.

(filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Amendment No.

3 to the A320 Family Purchase Agreement, dated as of October 29, 2021, between Airbus S.A.S.

and United Airlines, Inc.

(filed herewith)

United Purchase Agreement No.

04761, dated as of May 15, 2018, 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, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

1 to Purchase Agreement No.

04761, dated as of September 25, 2018, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

2 to Purchase Agreement No.

04761, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

3 to Purchase Agreement No.

04761, dated as of March 20, 2020, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

4 to Purchase Agreement No.

04761, dated as of June 30, 2020, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

5 to Purchase Agreement No.

04761, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.10 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

6 to Purchase Agreement No.

04761, dated as of June 27, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.11 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

7 to Purchase Agreement No.

04761, dated as of August 12, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

8 to Purchase Agreement No.

04761, dated as of September 8, 2021, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

9 to Purchase Agreement No.

04761, dated as of November 30, 2021, between The Boeing Company and United Airlines (filed herewith)

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)

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 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 and incorporated herein by reference)

United Payroll Support Program Agreement, dated as of April 20, 2020, between United Airlines, Inc.

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

United Loan and Guarantee Agreement, among United, as borrower, United Airlines Holdings, Inc., as parent and guarantor, the subsidiaries of United Airlines Holdings, Inc.

other than United Airlines, Inc.

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 Payroll Support Program Agreement, dated as of January 15, 2021, between United Airlines, Inc.

and the United States Department of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by reference)

United Equity Distribution Agreement, dated as of March 3, 2021, by and among United Airlines Holdings, Inc., Morgan Stanley & Co.

LLC, AmeriVet Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co.

Morgan Securities LLC, Loop Capital Markets LLC and Wells Fargo Securities, LLC (filed as Exhibit 1.1 to UAL's Form 8-K filed March 3, 2021 and incorporated herein by reference)

United Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, among United Airlines, Inc., United Airlines Holdings, Inc., each of the several banks and other financial institutions or entities from time to time party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, as collateral trustee (filed as Exhibit 10.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Revolving Credit and Guaranty Agreement, dated as of April 21, 2021, among United Airlines, Inc., United Airlines Holdings, Inc., each of the several banks and other financial institutions or entities from time to time party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, as collateral trustee (filed as Exhibit 10.2 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by reference)

United Payroll Support Program 3 Agreement, dated as of April 29, 2021, between United Airlines, Inc.

and the United States Department of the Treasury (filed as Exhibit 10.1 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by reference)

List of Subsidiaries

39 unchanged sentences

Executive Vice President and Chief Financial Officer

March 1, 2021

February 18, 2022

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.

9 unchanged sentences

Carolyn Corvi

/s/ Matthew Friend Director

Matthew Friend

/s/ Barney Harford Director

5 unchanged sentences

Walter Isaacson

/s/ Richard Johnsen Director

Richard Johnsen

/s/ James A.C.

Kennedy Director

/s/ Oscar Munoz Director

/s/ Sito Pantoja Director

/s/ Edward M.

3 unchanged sentences

Vitale Director

/s/ Laysha Ward Director

Whitehurst Director

March 1, 2021

February 18, 2022

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.

8 unchanged sentences

Hart Director

March 1, 2021

February 18, 2022

Valuation and Qualifying Accounts

13 unchanged sentences

2021 $ 522 $ 1 $ — $ 99 $ 622

2020 — 518 — 4 522

Valuation allowance for deferred tax assets:

3 unchanged sentences

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