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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-16 · 229 added, 92 removed, 533 unchanged (38% of the section changed)

64 unchanged sentences

OTHER INFORMATION.

(b) During the three months ended December 31, 2023, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

20 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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.

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.

22 unchanged sentences

Audit-Related Fees.

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

For 2022, audit-related fees were related to assessments of climate-related disclosures.

Tax fees for 2023 and 2022 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.

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

26 unchanged sentences

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)

4.16 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 (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)

12 unchanged sentences

4.26 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)

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

4.28 UAL Amendment No.

1 to Tax Benefits Preservation Plan , dated as of January 21, 2021, by and betwe en United A irlines Holdings, Inc.

and Computershare Trust Company, N.A (filed as Exhibit 4.18 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

4.29 UAL Amendment No.

2 to Tax Benefits Preservation Plan, dated as of December 4, 2023, by and between United Airlines Holdings, Inc.

and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.3 to UAL’s Form 8-A/A filed on December 4, 2023 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

†10.1 UAL 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 as of 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 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 and incorporated herein by reference)

Profit Sharing Plan (amended and restated effective January 1, 2023)

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

5 unchanged sentences

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 and incorporated herein by reference)

†10.6 UAL United Continental Holdings, Inc.

18 unchanged sentences

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.

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

†10.15 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 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 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 and incorporated herein by reference)

†10.16 UAL United Airlines Holdings, Inc.

2006 Director Equity Incentive Plan (as amended and restated, effective May 24, 2023) (filed as Exhibit 10.2 to UAL's Form 8-K filed May 30, 2023 and incorporated herein by reference)

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

2 unchanged sentences

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)

†10.19 UAL First Amendment to United Airlines Holdings, Inc.

Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL ' s Form 8-K filed May 30, 2023 and incorporated herein by reference)

†10.20 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)

6 unchanged sentences

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.

United Form of Retirement and Transition Agreement

United Offer Letter, dated as of September 20, 2023, between United Airlines Holdings, Inc., United Airlines, Inc.

and Michael Leskinen (filed as Exhibit 10.38 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.27 UAL

United 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.

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 20 23 and incorporated herein by reference)

^10.28 UAL

United Amendment No.

2 unchanged sentences

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

^10.29 UAL

United Amendment No.

2 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)

^10.30 UAL

United Amendment No.

1 unchanged sentence

and United Airlines, Inc.

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)

(filed as Exhibit 10.35 to UAL’s Form 10-K for the year ended December 31, 202 2 and incorporated herein by reference)

^10.31 UAL

United Amendment No.

4 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S.

and United Airlines, Inc., effective as of September 29, 2023 (filed as Exhibit 10.36 to UAL’s Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.32 UAL

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

and The Boeing Company (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.33 UAL

United Purchase Agreement No.

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

PA-03776, dated as of 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, 2023 and incorporated herein by reference)

^10.34 UAL

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 and incorporated herein by reference)

03776, dated as of June 17, 2013 , between The Boeing Company and United Continental Ho ldings, Inc.

(filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended September 30, 2023and incorporated herein by reference)

^10.35 UAL

United Purchase Agreement Assignment to Purchase Agreement No.

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

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

and United Airlines, Inc.

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.36 UAL

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 and incorporated herein by reference)

03776, dated as of January 14, 2015 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.6 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.37 UAL

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 and incorporated herein by reference)

03776, dated as of May 26, 2015 , between The Boeing Company and United Air lines, Inc.

(filed as Exhibit 10.7 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.38 UAL

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 and incorporated herein by reference)

03776, dated as of June 12, 2015 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.8 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.39 UAL

United Supplemental Agreement No.

5 to Purchase Agreement No.

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 and incorporated herein by reference)

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

(filed as Exhibit 10.9 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.40 UAL

United Supplemental Agreement No.

6 to Purchase Agreement No.

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 and incorporated herein by reference)

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

(filed as Exhibit 10.10 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.41 UAL

United Supplemental Agreement No.

7 to Purchase Agreement No.

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 and incorporated herein by reference)

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

(filed as Exhibit 10.11 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.42 UAL

United Supplemental Agreement No.

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

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 and incorporated herein by reference)

8 to Purchase Agreement No.

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

(filed as Exhibit 10.12 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.43 UAL

United Supplemental Agreement No.

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

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 and incorporated herein by reference)

9 to Purchase Agreement No.

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

(filed as Exhibit 10.13 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.44 UAL

United Supplemental Agreement No.

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

10 to Purchase Agreement No.

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 and incorporated herein by reference)

(filed as Exhibit 10.14 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.45 UAL

United Supplemental Agreement No.

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

11 to Purchase Agreement No.

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

(filed as Exhibit 10.15 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.46 UAL

United Supplemental Agreement No.

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

1 2 to Purchase Agreement No.

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 and incorporated herein by reference)

(filed as Exhibit 10.16 to UAL's Form 10-Q for the year ended September 30, 2023 and incorporated herein by reference)

^10.47 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.48 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.49 UAL

United Supplemental Agreement No.

1 unchanged sentence

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)

(filed as Exhibit 10.17 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.50 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.51 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.52 UAL

United Supplemental Agreement No.

2 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)

^10.53 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.54 UAL

United Supplemental Agreement No.

2 unchanged sentences

(filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference)

^10.55 UAL

United Supplemental Agreement No.

21 to Purchase Agreement No.

03776, dated as of December 15, 2023, between The Boeing Company and United Airlines, Inc.

^10.56 UAL

United Letter Agreement No.

1 unchanged sentence

and United Airlines, Inc.

(filed as Exhibit 10.59 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.57 UAL

United Purchase Agreement No.

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

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

(filed as Exhibit 10.18 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.58 UAL

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 and incorporated herein by reference)

3860, dated June 17, 2013 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.19 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.59 UAL

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 and incorporated herein by reference)

3860, dated December 16, 2013 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.20 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.60 UAL

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 and incorporated herein by reference)

3860, dated as of July 22, 2014 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.21 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.61 UAL

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 and incorporated herein by reference)

3860, dated as of January 14, 2015 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.22 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.62 UAL

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 and incorporated herein by reference)

3860, dated as of April 30, 2015 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.23 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.63 UAL

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 and incorporated herein by reference)

3860, dated as of December 31, 2015 , between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.24 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.64 UAL

United Supplemental Agreement No.

7 to Purchase Agreement No.

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 and incorporated herein by reference)

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

(filed as Exhibit 10.25 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.65 UAL

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 and incorporated herein by reference)

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

(filed as Exhibit 10.26 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.66 UAL

United Supplemental Agreement No.

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

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 and incorporated herein by reference)

3860, d ated as of June 15, 2017, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.27 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.67 UAL

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 and incorporated herein by reference)

(filed as Exhibit 10.28 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference )

^10.68 UAL

United Supplemental Agreement No.

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

9 to Purchase Agreement No.

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 and incorporated herein by reference)

(filed as Exhibit 10.29 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.69 UAL

United Supplemental Agreement No.

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

10 to Purchase Agreement No.

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 and incorporated herein by reference)

(filed as Exhibit 10.30 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.70 UAL

United Supplemental Agreement No.

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

11 to Purchase Agreement No.

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 and incorporated herein by reference)

(filed as Exhibit 10.31 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.71 UAL

United Supplemental Agreement No.

1 unchanged sentence

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)

(filed as Exhibit 10.

3 2 to UAL's Form 10-Q for the quarter ended September 30 , 202 3 and incorporated herein by reference)

^10.72 UAL

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

1 unchanged sentence

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)

^10.73 UAL

United Amendment No.

2 unchanged sentences

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

^10.74 UAL

United Amendment No.

2 unchanged sentences

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

^10.75 UAL

United Amendment No.

2 unchanged sentences

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

^10.76 UAL

United Amendment No.

4 to the A320 Family Purchase Agreement, dated as of July 1, 2022, between Airbus S.A.S.

and United Airlines, Inc.

^10.77 UAL

United Amendment No.

5 to the A320 Family Purchase Agreement, effective as of September 30 , 2023, between Airbus S.A.S.

and United Airlines, Inc.

(filed as Exhibit 10.37 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.78 UAL

United Amended and Restated Letter Agreement No.

2, dated as of July 1, 2022, between Airbus S.A.S.

and United Airlines, Inc.

^10.79 UAL

United Purchase Agreement No.

1 unchanged sentence

(filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference)

^10.80 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.81 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.82 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.83 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.84 UAL

United Supplemental Agreement No.

1 unchanged sentence

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)

(filed as Exhibit 10.

33 to UAL's Form 10-Q for the quarter ended September 30, 202 3 and incorporated herein by reference)

^10.85 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.86 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.87 UAL

United Supplemental Agreement No.

2 unchanged sentences

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

^10.88 UAL

United Supplemental Agreement No.

9 to Purchase Agreement No.

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 )

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 for the year ended December 31, 2021 and incorporated herein by reference)

^10.89 UAL

United Supplemental Agreement No.

2 unchanged sentences

(filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference)

^10.90 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.90 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.91 UAL

United Supplemental Agreement No.

1 unchanged sentence

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

(filed as Exhibit 10.91 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.92 UAL

United Supplemental Agreement No.

13 to Purchase Agreement No.

04761, dated as of December 15, 2023, between The Boeing Company and United Airlines, Inc.

^10.93 UAL

United Purchase Agreement No.

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

(filed as Exhibit 10.92 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.94 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.93 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.95 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.94 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.96 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.95 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.97 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.96 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.98 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.97 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.99 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.98 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.100 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.99 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.101 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.100 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.102 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.101 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.103 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.102 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.104 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.103 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.105 UAL

United Supplemental Agreement No.

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

(filed as Exhibit 10.104 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.106 UAL

United Supplemental Agreement No.

13 to Purchase Agreement No.

04815, dated as of September 28, 2023, between The Boeing Company and United Airlines, Inc.

(filed as Exhibit 10.34 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.107 UAL

United United Letter Agreement No.

2 unchanged sentences

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

(filed as Exhibit 10.105 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.108 UAL

United United Letter Agreement No.

3 unchanged sentences

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

(filed as Exhibit 10.106 to UAL ' s Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)

^10.109 UAL

United Letter Agreement No.

22004729R1, dated as of September 28, 2023, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement Nos.

03860, 04815 and 02484) (filed as Exhibit 10.35 to UAL ' s Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

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.

5 unchanged sentences

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, United Airlines Holdings, Inc., as parent and guarantor, the subsidiaries of United Airlines Holdings, Inc.

United Loan and Guarantee Agreement, dated as of September 28, 2020, among United, as borrower, United Airlines Holdings, Inc., as parent and guarantor, the subsidiaries of United Airlines Holdings, Inc.

other than United Airlines, Inc.

8 unchanged sentences

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 Amendment No.

2 to Term Loan Credit and Guaranty Agreement, dated as of February 22, 2024, among United Airlines, Inc., United Airlines Holdings, Inc., and JPMorgan Chase Bank, N.A., as fronting lender and replacement lender and as administrative agent (filed as Exhibit 10.2 to UAL's Form 8-K filed February 22, 2024 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)

United Amended and Restated Revolving Credit and Guaranty Agreement, dated as of February 15, 2024, 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 February 22, 2024 and incorporated herein by reference)

List of Subsidiaries

24 unchanged sentences

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

Policy Relating to Recovery of Erroneously Awarded Compensation

97.1 UAL United Airlines Holdings, Inc.

Compensation Clawback Policy

Interactive Data File

10 unchanged sentences

(Registrants)

/s/ Gerald Laderman

Gerald Laderman

/s/ Michael Leskinen

Michael Leskinen

Executive Vice President and Chief Financial Officer

5 unchanged sentences

Scott Kirby (Principal Executive Officer)

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

Gerald Laderman (Principal Financial Officer)

/s/ Michael Leskinen Executive Vice President and Chief Financial Officer

Michael Leskinen (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

Chris Kenny (Principal Accounting Officer)

/s/ Rosalind G.

Brewer Director

/s/ Carolyn Corvi Director

16 unchanged sentences

Shapiro Director

/s/ Garth Thompson Director

Garth Thompson

/s/ Laysha Ward Director

Whitehurst Director

/s/ Anne Worster Director

February 29, 2024

4 unchanged sentences

Scott Kirby (Principal Executive Officer)

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

Gerald Laderman (Principal Financial Officer)

/s/ Michael Leskinen Executive Vice President and Chief Financial Officer, Director

Michael Leskinen (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

15 unchanged sentences

2021 478 79 11 — 546

Allowance for credit losses - notes receivable:

Allowance for credit losses - investments in affiliates and other:

2023 $ 21 $ 20 $ — $ ( 3 ) $ 38

6 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