United Airlines 2012 Annual Report Download - page 156

Table of Contents
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February 25, 2013
To the Stockholder of Continental Airlines, Inc.
Chicago, Illinois
The management of Continental Airlines, Inc. (“Continental”) is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f). Continental’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. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including Continental’s Chief Executive Officer and Chief Financial Officer, Continental
conducted an evaluation of the design and operating effectiveness of our internal control over financial reporting as of December 31, 2012. In making this
assessment, management used the framework set forth in  issued by the Committee of the Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, Continental’s Chief Executive Officer and Chief Financial Officer concluded that its
internal controls over financial reporting were effective as of December 31, 2012.
This annual report does not include an attestation report of Continental’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by Continental’s registered public accounting firm pursuant to the rules of the Securities and Exchange
Commission that permit Continental to provide only management’s report in this annual report.
 
On February 22, 2013, the UAL Board of Directors approved certain revisions to the UAL Amended and Restated Bylaws. The bylaws were revised to
remove certain transitional provisions regarding the positions of the Company’s Chief Executive Officer and the Chairman of the UAL Board of Directors that
were included in connection with the 2010 merger of JT Merger Sub Inc., a wholly-owned subsidiary of UAL, with and into Continental Airlines, Inc.
pursuant to the merger agreement by and among the Company, Continental Airlines, Inc. and JT Merger Sub Inc. In addition, the provision in the Amended
and Restated Bylaws related to the location of the Company’s headquarters was deleted. The UAL Amended and Restated Bylaws became effective on
February 22, 2013.
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 
Certain information required by this item with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2013 Annual Meeting
of Stockholders. Information regarding the executive officers of UAL is presented below.
Information required by this item with respect to United and Continental is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
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The executive officers of UAL are listed below, along with their ages, tenure as officer and business background for at least the last five years.
Age 50. Mr. Bonds has been Executive Vice President Human Resources and Labor Relations of UAL, United and Continental since
October 2010. From June 2005 to September 2010, Mr. Bonds
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