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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 77 added, 72 removed, 690 unchanged (18% of the section changed)

2 unchanged sentences

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 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.

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 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, 2024, disclosure controls and procedures were effective.

63 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Reference is made to the 2024 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.

Reference is made to the 2025 Proxy Statement with respect to information about UAL's directors under the principal heading "Item 1 – Election of Directors", including under the subheadings "Director Biographical information" and "Director Qualifications", and information about UAL's corporate governance under the subheadings "Board Selection and Election" and "How the Board is Organized" under the principal heading "Board and Corporate Governance Matters" in the 2025 Proxy Statement, 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 2024 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.

Reference is made to information with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, under the subheading "Delinquent Section 16(a) Reports" under the principal heading "Securities Ownership" in the 2025 Proxy Statement, 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.

3 unchanged sentences

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.

Insider Trading Policy .

The Company has adopted an insider trading policy that governs the purchase, sale and any other dispositions of the Company’s securities by the Company’s directors, officers and employees and by UAL itself.

The Company believes that this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the Nasdaq listing standards.

A copy of the United Airlines Holdings, Inc.

Securities Trading Policy is filed as Exhibit 19.1 to this report.

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

22 unchanged sentences

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 2023 and 2022 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 and concluded that such services were compatible with maintaining Ernst & Young LLP's independence.

The Audit Committee has considered whether the 2024 and 2023 non-audit services provided by Ernst & Young LLP, 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 2024 and 2023 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.

2 unchanged sentences

Audit Fees $ 4,768 $ 4,467

Audit-Related Fees — 50

Tax Fees 42 38

2 unchanged sentences

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

Tax fees for 2024 and 2023 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S.

5 unchanged sentences

(2) Financial Statement Schedules.

The financial statement schedule required by this item is listed below and included in this report after the signature page hereto.

Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021.

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

Financial statement schedules are not included herein as they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.

(b) Exhibits.

7 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 December 1 8 , 2024 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.

43 unchanged sentences

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)

1 to Tax Benefits Preservation Plan, dated as of January 21, 2021, by and between United Airlines Holdings, Inc.

and Computershare Trust Company, N.A ., as rights agent (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)

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

4.30 UAL Amendment No.

3 to Tax Benefits Preservation Plan, dated as of April 22, 2024, by and between United Airlines Holdings, Inc.

and Computershare Trust Company, N.A., as rights agent (filed as Exhibit 4.4 to UAL ' s Form 8-A/A filed on April 23, 2024 and incorporated herein by reference)

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

4 unchanged sentences

Profit Sharing Plan (amended and restated effective January 1, 2024)

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 and incorporated herein by reference)

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

5 unchanged sentences

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)

†10.7 UAL 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.

†10.6 UAL UAL Corporation 2008 Incentive Compensation Plan (filed as Appendix A to UAL's Definitive Proxy Statement filed April 25, 2008 and incorporated herein by reference) (now named the United Continental Holdings, Inc.

2008 Incentive Compensation Plan)

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

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

†10.7 UAL First Amendment to the UAL Corporation 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 April 26, 2013 and incorporated herein by reference)

4 unchanged sentences

†10.10 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 and incorporated herein by reference)

Executive Severance Plan (amended and restated effective December 6, 2023)

†10.11 UAL United Continental Holdings, Inc.

4 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)

†10.15 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)

†10.14 UAL United Airlines Holdings, Inc.

6 unchanged sentences

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)

†10.21 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)

†10.18 UAL Second Amendment to the United Airlines Holdings, Inc.

Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 8-K filed May 29, 2024 and incorporated herein by reference)

†10.19 UAL Form of Restricted Stock Unit Award Notice pursuant to the 2021 Incentive Compensation Plan

†10.20 UAL Form of Performance-Based RSU Award Notice pursuant to the 2021 Incentive Compensation Plan

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

3 unchanged sentences

†10.23 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 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)

2021 Incentive Compensation Plan

United Form of Retirement and Transition Agreement (filed as Exhibit 10.25 to UAL's Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

^10.25 UAL

22 unchanged sentences

^10.30 UAL

United Amendment No.

5, dated as of December 26, 2024, 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 .

^10.31 UAL

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

7 unchanged sentences

1 to Purchase Agreement No.

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

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

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

12 unchanged sentences

3 to Purchase Agreement No.

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

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

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

88 unchanged sentences

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

(filed as Exhibit 10.55 to UAL's Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

^10.55 UAL

49 unchanged sentences

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

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

3860, dated 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)

23 unchanged sentences

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

(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)

(filed as Exhibit 10.32 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.71 UAL

21 unchanged sentences

and United Airlines, Inc.

(filed as Exhibit 10.76 to UAL's Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

^10.76 UAL

4 unchanged sentences

^10.77 UAL

United Amendment No.

6 to the A320 Family Purchase Agreement, dated as of July 16, 2024, 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, 2024 and incorporated herein by reference)

^10.78 UAL

United Amended and Restated Letter Agreement No.

1 unchanged sentence

and United Airlines, Inc.

(filed as Exhibit 10.78 to UAL's Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

^10.79 UAL

26 unchanged sentences

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

(filed as Exhibit 10.

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

(filed as Exhibit 10.33 to UAL's Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference)

^10.85 UAL

35 unchanged sentences

04761, dated as of December 15, 2023, 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, 2023 and incorporated herein by reference)

^10.93 UAL

56 unchanged sentences

^10.107 UAL

United Supplemental Agreement No.

14 to Purchase Agreement No.

04815, dated as of October 24, 2024, between The Boeing Company and United Airlines, Inc.

^10.108 UAL

United United Letter Agreement No.

15 unchanged sentences

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)

^10.111 UAL

United Letter Agreement No.

UAL-NM-2404793, dated as of October 24, 2024, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement No.

^10.112 UAL

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.

2 unchanged sentences

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 Increase Joinder to the Amended and Restated Revolving Credit and Guaranty Agreement, dated as of April 16, 2024, among United Airlines, Inc., United Airlines Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, as collateral trustee (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference)

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

6 unchanged sentences

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 (filed as Exhibit 10.74 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)

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

United Payroll Support Program Extension 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)

4 unchanged sentences

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)

^10.126 UAL

United Letter Agreement No.

2401454, dated as of April 14, 2024, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement Nos.

03776 and 04761) (filed as Exhibit 10.2 to UAL's Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference)

^10.127 UAL

United Letter Agreement No.

2401633, dated as of April 14, 2024, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement Nos.

03776 and 04761) (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference)

Insider Trading Policies and Procedures

19 UAL United Airlines Holdings, Inc.

Securities Trading Policy

List of Subsidiaries

26 unchanged sentences

97 UAL United Airlines Holdings, Inc.

Compensation Clawback Policy

Compensation Clawback Policy (filed as Exhibit 97.1 to UAL's Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)

Interactive Data File

United The following financial statements from the combined Annual Report of UAL and United on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

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

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

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

18 unchanged sentences

Michael Leskinen (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

Chris Kenny (Principal Accounting Officer)

/s/ Brigitte Bokemeier Vice President and Controller

Brigitte Bokemeier (Principal Accounting Officer)

/s/ Rosalind G.

Brewer Director

/s/ Carolyn Corvi Director

Carolyn Corvi

/s/ Michelle Freyre Director

Michelle Freyre

/s/ Matthew Friend Director

8 unchanged sentences

Richard Johnsen

/s/ James A.C.

Kennedy Director

/s/ Brian Noyes Director

/s/ Edward M.

4 unchanged sentences

Whitehurst Director

/s/ Anne Worster Director

February 27, 2025

6 unchanged sentences

Michael Leskinen (Principal Financial Officer)

/s/ Chris Kenny Vice President and Controller

Chris Kenny (Principal Accounting Officer)

/s/ Brigitte Bokemeier Vice President and Controller

Brigitte Bokemeier (Principal Accounting Officer)

Hart Director

February 27, 2025

Valuation and Qualifying Accounts

For the Years Ended December 31, 2023, 2022 and 2021

(In millions)

Period Additions

Expenses Deductions Other Balance at

Allowance for credit losses - receivables:

2023 $ 11 $ 27 $ 23 $ 3 $ 18

2022 28 22 39 — 11

2021 78 3 53 — 28

Obsolescence allowance—spare parts:

2023 $ 610 $ 102 $ 23 $ — $ 689

2022 546 73 9 — 610

2021 478 79 11 — 546

Allowance for credit losses - investments in affiliates and other:

2023 $ 21 $ 20 $ — $ ( 3 ) $ 38

2022 622 20 539 ( 82 ) 21

2021 522 1 — 99 622

Valuation allowance for deferred tax assets:

2023 $ 199 $ ( 21 ) $ — $ 1 $ 179

2022 210 ( 10 ) — ( 1 ) 199

2021 247 ( 38 ) — 1 210

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