United Airlines 2010 Annual Report Download - page 179

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The Audit Committee of the UAL Board of Directors adopted a policy on pre-approval of services of
independent accountants in October 2002. As a wholly owned subsidiary of UAL, United’s audit services were
determined by UAL. The policy provides that the Audit Committee shall pre-approve all audit and non-audit
services to be provided to UAL and its subsidiaries and affiliates by its auditors. The process by which this is
carried out is as follows:
For recurring services, the Audit Committee reviews and pre-approves UAL’s independent registered public
accounting firm’s annual audit services and employee benefit plan audits in conjunction with the Committee’s
annual appointment of the outside auditors. The materials include a description of the services along with related
fees. The Committee also reviews and pre-approves other classes of recurring services along with fee thresholds
for pre-approved services. In the event that the pre-approval fee thresholds are met and additional services are
required prior to the next scheduled 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. Normally, pre-approval is provided at regularly scheduled
meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been
delegated to the Chairman of the Audit Committee. The Chairman must update the Committee at the next
regularly scheduled meeting of any services that were granted specific pre-approval.
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 Company’s Audit Committee
has considered whether the 2010 non-audit services provided by Ernst & Young LLP are compatible with
maintaining auditor independence.
All of the services in 2010 and 2009 under the Audit Related, Tax and All Other Fees categories above have
been approved by the Audit Committee pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X of the
Exchange Act.
The aggregate fees billed for professional services rendered by external auditors in 2010 and 2009 are as
follows (in thousands):
UAL United
UAL &
United Continental
Service (a) 2010 (b) 2010 2009 2010 2009
Audit Fees ............................................ $4,028 $3,062 $3,051 $2,976 $2,454
Audit-Related Fees ...................................... 325 226 492 241 85
Tax Fees .............................................. 463 369 244 375 279
All Other Fees ......................................... 11 3 34 34 33
Total ............................................. $4,827 $3,660 $3,821 $3,626 $2,851
(a) Ernst & Young LLP was the independent registered public accounting firm for UAL, United, and Continental except for
the 2009 annual audits of UAL and United financial statements which were performed by Deloitte & Touche LLP.
(b) Includes an allocation of fees billed to Continental by Ernst & Young LLP after the Merger.
AUDIT FEES
For 2010, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial
statements (including an audit of the effectiveness of the Company’s internal control over financial reporting),
including audits covering United Continental Holdings, Inc. and its wholly owned subsidiaries (United and
Continental). Audit fees also include attestation services required by statute or regulation, comfort letters,
177