What changed in this filing

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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-18 · 75 added, 17 removed, 550 unchanged (14% of the section changed)

10 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of United Airlines Holdings, Inc.

To the Stockholders and the Board of Directors of United Airlines Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

3 unchanged sentences

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'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.

67 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The Audit Committee of the UAL Board of Directors has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm.

The Audit Committee of the UAL Board of Directors (the "Audit Committee") has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm.

As a wholly-owned subsidiary of UAL, United's audit services are determined by UAL.

5 unchanged sentences

In the event that the additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services follow the process described below.

Any requests for audit, audit related, tax and other services not contemplated with the recurring services approval described above must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted.

Any requests for audit, audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the Audit Committee for specific pre-approval and services cannot commence until such approval has been granted.

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

3 unchanged sentences

The Audit Committee has considered whether the 2022 and 2021 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.

42 ), the Company's independent registered public accounting firm, are compatible with maintaining auditor independence and concluded that such services were compatible with maintaining Ernst & Young LLP's independence.

All of the services in 2022 and 2021 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.

5 unchanged sentences

Total Fees $ 4,503 $ 4,514

UAL and United amounts are the same.

For 2022 and 2021, 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.

1 unchanged sentence

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 2022, fees for audit-related services primarily consisted of assessments of climate-related disclosures.

Tax fees for 2022 and 2021 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S.

17 unchanged sentences

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 and incorporated herein by reference)

(filed as Exhibit 3.

1 to UAL's Form 8-K filed September 23, 2022 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.

44 unchanged sentences

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)

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

Material Contracts

58 unchanged sentences

†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)

†10.29 UAL Form of Short-term Incentive Award Notice pursuant to the United Airlines Holdings, Inc.

2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)

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

2021 Incentive Compensation Plan (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference)

†10.31 UAL Form of Cash Transformation Incentive Award Notice pursuant to the United Airlines Holdings, Inc.

2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2022 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.

9 unchanged sentences

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

United Amendment No.

3, dated as of December 8, 2022, 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.

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

75 unchanged sentences

(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.

United Supplemental Agreement No.

19 to Purchase Agreement No.

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

(filed herewith)

(filed as Exhibit 10.53 to UAL's Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)

United Supplemental Agreement No.

20 to Purchase Agreement No.

03776, dated as of June 30, 2022, 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, 2022 and incorporated herein by reference)

United Letter Agreement No.

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)

6-1162-KKT-080R2, dated as of December 12, 2022, among The Boeing Company, United Airlines Holdings, Inc.

and United Airlines, Inc.

United Purchase Agreement No.

64 unchanged sentences

and United Airlines, Inc.

(filed herewith)

(filed as Exhibit 10.73 to UAL's Form 10-K for the year ended December 31, 2021 and incorporated herein by reference )

United Purchase Agreement No.

35 unchanged sentences

9 to Purchase Agreement No.

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

04761, dated as of November 30, 2021, between The Boeing Company and United Airlines ( filed as Exhibit 10.83 to UAL's Form 10-K fo r the year ended December 31, 2 021 and inc orporated herein by reference )

United Supplemental Agreement No.

10 to Purchase Agreement No.

04761, dated as of June 30, 2022, 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, 2022 and incorporated herein by reference)

United Supplemental Agreement No.

11 to Purchase Agreement Number 04761, dated as of November 29, 2022, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

12 to Purchase Agreement No.

04761, dated as of December 12, 2022, between The Boeing Company and United Airlines, Inc.

United Purchase Agreement No.

04815, dated as of May 31, 2018, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

1 to Purchase Agreement Number 04815, dated as of September 25, 2018, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

2 to Purchase Agreement Number 04815, dated as of November 1, 2018, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

3 to Purchase Agreement Number 04815, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

4 to Purchase Agreement Number 04815, dated as of April 26, 2019, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

5 to Purchase Agreement Number 04815, dated as of October 31, 2019, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

6 to Purchase Agreement Number 04815, dated as of February 7, 2020, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

7 to Purchase Agreement Number 04815, dated as of March 20, 2020, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

8 to Purchase Agreement Number 04815, dated as of June 30, 2020, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

9 to Purchase Agreement Number 04815, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

10 to Purchase Agreement Number 04815, dated as of August 25, 2022, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

11 to Purchase Agreement Number 04815, dated as of September 27, 2022, between The Boeing Company and United Airlines, Inc.

United Supplemental Agreement No.

12 to Purchase Agreement Number 04815, dated as of December 12, 2022, between The Boeing Company and United Airlines, Inc.

United United Letter Agreement No.

22004762, dated as of December 12, 2022, to Purchase Agreement No.

03860, dated as of June 15, 2017, and Purchase Agreement No.

04815, dated as of May 31, 2018, between the Boeing Company and United Airlines, Inc.

United United Letter Agreement No.

22004729, dated as of December 12, 2022, to Purchase Agreement No.

03860, dated as of June 15, 2017, Purchase Agreement No.

04815, dated as of May 31, 2018, and Purchase Agreement No.

02484, dated as of December 29, 2004, among The Boeing Company and United Airlines, 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.

78 unchanged sentences

Hooper Director

Insler Director

/s/ Walter Isaacson Director

8 unchanged sentences

Shapiro Director

Vitale Director

/s/ Garth Thompson Director

Garth Thompson

/s/ Laysha Ward Director

28 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