FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-6033
UAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 East Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66919, Chicago, Illinois 60666
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class April 30, 1997
----- --------------
Common Stock ($0.01 par value) 59,173,122
UAL Corporation and Subsidiary Companies Report on Form 10-Q
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For the Quarter Ended March 31, 1997
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Index
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PART I. FINANCIAL INFORMATION Page No.
- ------ --------------------- -------
Item 1. Financial statements:
Condensed statements of consolidated 3
financial position - as of March 31, 1997
(unaudited) and December 31, 1996
Statements of consolidated operations 5
(unaudited) - for the three months
ended March 31, 1997 and 1996
Condensed statements of consolidated 6
cash flows (unaudited) - for the three
months ended March 31, 1997 and 1996
Notes to consolidated financial 7
statements (unaudited)
Item 2. Management's Discussion and Analysis 9
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
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Exhibit Index 15
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
<TABLE>
<CAPTION>
March 31,
1997 December 31,
Assets (Unaudited) 1996
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 455 $ 229
Short-term investments 502 468
Receivables, net 1,119 962
Inventories, net 326 369
Deferred income taxes 222 227
Prepaid expenses and other 370 427
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2,994 2,682
------- -------
Operating property and equipment:
Owned 12,646 12,325
Accumulated depreciation and
amortization (5,476) (5,380)
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7,170 6,945
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Capital leases 2,060 1,881
Accumulated amortization (603) (583)
------- -------
1,457 1,298
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8,627 8,243
------- -------
Other assets:
Intangibles, net 517 524
Deferred income taxes 88 132
Aircraft lease deposits 213 168
Other 911 928
------- -------
1,729 1,752
------- -------
$ 13,350 $ 12,677
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
<TABLE>
<CAPTION>
March 31,
1997 December 31,
Liabilities and Stockholders' Equity (Unaudited) 1996
----------- ------------
<S> <C> <C>
Current liabilities:
Current portions of long-term
debt and capital lease obligations $ 343 $ 297
Advance ticket sales 1,486 1,189
Accounts payable 837 994
Other 2,644 2,523
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5,310 5,003
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Long-term debt 1,623 1,661
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Long-term obligations under
capital leases 1,472 1,325
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Other liabilities and deferred credits:
Postretirement benefit liability 1,311 1,290
Deferred gains 1,147 1,151
Other 901 954
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3,359 3,395
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Company-obligated mandatorily
redeemable preferred securities
of a subsidiary trust 102 102
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Minority interest 36 31
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Preferred stock committed to
Supplemental ESOP 211 165
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Stockholders' equity:
Preferred stock - -
Common stock at par 1 1
Additional capital invested 2,310 2,160
Accumulated deficit (478) (566)
Unearned ESOP preferred stock (193) (202)
Other (403) (398)
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1,237 995
------- -------
Commitments and contingent
liabilities (See note)
$ 13,350 $ 12,677
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Statements of Consolidated Operations (Unaudited)
(In Millions, Except Per Share)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
---- ----
<S> <C> <C>
Operating revenues:
Passenger $ 3,626 $ 3,278
Cargo 195 175
Other 300 282
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4,121 3,735
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Operating expenses:
Salaries and related costs 1,240 1,169
ESOP compensation expense 184 163
Aircraft fuel 554 474
Commissions 364 337
Purchased services 307 276
Aircraft rent 237 240
Landing fees and other rent 218 206
Depreciation and amortization 176 189
Aircraft maintenance 138 112
Other 509 507
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3,927 3,673
------- -------
Earnings from operations 194 62
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Other income (expense):
Interest expense (69) (85)
Interest capitalized 24 15
Interest income 12 18
Equity in earnings of affiliates 25 20
Miscellaneous, net (15) (20)
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(23) (52)
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Earnings before income taxes,
distributions on preferred
securities and extraordinary item 171 10
Provision for income taxes 65 4
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Earnings before distributions on
preferred securities and
extraordinary item 106 6
Distributions on preferred (1) -
securities, net of tax
Extraordinary loss on early
extinguishment of debt, net of tax - (29)
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Net earnings (loss) $ 105 $ (23)
======= =======
Per share:
Earnings (loss) before
extraordinary item $ 0.92 $ (0.32)
Extraordinary loss on early
extinguishment of debt, net of tax - (0.58)
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Net earnings (loss) $ 0.92 $ (0.90)
======= =======
Average shares 93.1 50.4
</TABLE>
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Cash Flows (Unaudited)
(In Millions)
<TABLE>
<CAPTION>
Three Months
Ended March 31
1997 1996
---- ----
<S> <C> <C>
Cash and cash equivalents at
beginning of period $ 229 $ 194
----- -----
Cash flows from operating activities 680 374
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Cash flows from investing activities:
Additions to property and equipment (308) (67)
Proceeds on disposition of
property and equipment 14 9
Decrease (increase) in short-term
investments (34) 306
Other, net - 40
----- -----
(328) 288
----- -----
Cash flows from financing activities:
Repayment of long-term debt (13) (304)
Conversion of subordinated debentures - (161)
Principal payments under capital
lease obligations (59) (48)
Aircraft lease deposits (56) (63)
Other, net 2 (32)
----- -----
(126) (608)
----- -----
Increase in cash and cash equivalents 226 54
----- -----
Cash and cash equivalents at
end of period $ 455 $ 248
===== =====
Cash paid during the period for:
Interest (net of amounts capitalized) $ 50 $ 80
Income taxes $ 2 $ -
Non-cash transactions:
Capital lease obligations incurred $ 239 $ 293
Increase in equity in connection
with the conversion of subordinated
debentures to common stock $ - $ 111
</TABLE>
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements (Unaudited)
The Company
- -----------
UAL Corporation ("UAL") is a holding company whose
principal subsidiary is United Air Lines, Inc. ("United").
Interim Financial Statements
- ----------------------------
The consolidated financial statements included herein
have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted pursuant to or as permitted by such rules and
regulations, although UAL believes that the disclosures are
adequate to make the information presented not misleading.
In management's opinion, all adjustments (which include
only normal recurring adjustments) necessary for a fair
presentation of the results of operations for the three
month periods have been made. These financial statements
should be read in conjunction with the consolidated
financial statements and footnotes thereto included in
UAL's Annual Report on Form 10-K for the year 1996.
Employee Stock Ownership Plans
- ------------------------------
Pursuant to amended labor agreements which provide
for wage and benefit reductions and work-rule changes which
commenced July 1994, UAL has agreed to issue convertible
preferred stock to employees. Note 2 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report
on Form 10-K contains additional discussion of the
agreements, stock to be issued to employees and the related
accounting treatment. Shares earned in 1996 were allocated
in March 1997 as follows: 190,307 shares of Class 2 ESOP
Preferred Stock were contributed to the Non-Leveraged ESOP
and an additional 537,917 shares were allocated in "book
entry" form under the Supplemental Plan. Also, 2,345,745
shares of Class 1 ESOP Preferred Stock were allocated under
the Leveraged ESOP. Finally, an additional 768,493 shares
of Class 1 and Class 2 ESOP Preferred Stock have been
committed to be released by the Company since January 1,
1997.
Income Taxes
- ------------
The provisions for income taxes are based on the
estimated annual effective tax rate, which differs from
the federal statutory rate of 35% principally due to state
income taxes and certain nondeductible expenses. Deferred
tax assets are recognized based upon UAL's history of
operating earnings and expectations for future taxable
income.
Per Share Amounts
- -----------------
During the first quarter of 1996, UAL repurchased
843,210 depositary shares, representing 843 shares of its
Series B 12 1/4% preferred stock at an aggregate cost of
$27 million. These transactions had no effect on earnings;
however, the difference of $6 million between the cash paid
and the carrying value of the preferred stock acquired is
included in the computation of earnings per share.
Per share amounts were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $19 and $16 million, respectively, in
the 1997 and 1996 first quarters. Per share amounts for
the 1997 first quarter were based on weighted average
common shares and common stock equivalents outstanding,
including ESOP shares committed to be released. Common
stock equivalents were not included in the 1996 first
quarter computations as they did not have a dilutive
effect.
In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share," which establishes
standards for computing and reporting earnings per share.
SFAS No. 128 is effective for periods ending after December
15, 1997; earlier application is not permitted. Restatement
of all prior-period earnings per share data is required. On
a pro forma basis, first quarter 1997 earnings per share
would be as follows:
Basic Earnings Per Share $ 1.45
Diluted Earnings Per Share $ 0.92
Prepayment of Long-Term Obligations
- -----------------------------------
On March 7, 1997, Air Wis Services, Inc. ("Air Wis"),
a wholly owned subsidiary of UAL, issued a notice of
redemption for all of its outstanding 7 3/4% convertible
subordinated debentures, due 2010. On April 8, $16 million
of debentures outstanding were redeemed at 100% of the
principal amount plus accrued interest. The debentures
have been reclassified to current long-term debt at March
31.
In the first quarter of 1996, UAL repaid prior to
maturity $242 million in principal amount of various debt
securities, resulting in an aggregate extraordinary loss of
$29 million, after a tax benefit of $18 million. The
securities were scheduled for repayment periodically
through 2021.
Contingencies and Commitments
- -----------------------------
UAL has certain contingencies resulting from
litigation and claims (including environmental issues)
incident to the ordinary course of business. Management
believes, after considering a number of factors, including
(but not limited to) the views of legal counsel, the nature
of contingencies to which UAL is subject and its prior
experience, that the ultimate disposition of these
contingencies is not expected to materially affect UAL's
consolidated financial position or results of operations.
At March 31, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.7 billion, after deducting advance payments. An
estimated $2.6 billion will be spent during the remainder
of 1997, $2.0 billion in 1998, $1.0 billion in 1999 and
$1.1 billion in 2000 and thereafter. The above amounts
reflect firm orders for 18 B777 aircraft, 21 B747 aircraft,
6 B757 aircraft, 16 A320 aircraft and 28 A319 aircraft to
be delivered through 2002. However, these amounts do not
include a recent order for an additional three B747
aircraft which are scheduled to be delivered in 1999.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
UAL's total of cash and cash equivalents and short-
term investments was $957 million at March 31, 1997,
compared to $697 million at December 31, 1996. Cash flows
from operating activities amounted to $680 million.
Financing activities included principal payments under debt
and capital lease obligations of $13 million and $59
million, respectively, and deposits of an equivalent $56
million in Japanese yen with certain banks in connection
with the financing of certain capital lease transactions.
In the first quarter of 1997, United took delivery of
one A320 aircraft and two B777 aircraft. The A320 aircraft
was purchased and the B777s were acquired under capital
leases. Property additions, including the A320 and
aircraft spare parts, amounted to $308 million. Property
dispositions resulted in proceeds of $14 million.
At March 31, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.7 billion, after deducting advance payments. An
estimated $2.6 billion will be spent during the remainder
of 1997, $2.0 billion in 1998, $1.0 billion in 1999 and
$1.1 billion in 2000 and thereafter. The above amounts
reflect firm orders for 18 B777 aircraft, 21 B747 aircraft,
6 B757 aircraft, 16 A320 aircraft and 28 A319 aircraft to
be delivered through 2002. However, these amounts do not
include a recent order for an additional three B747
aircraft which are scheduled to be delivered in 1999.
Funds necessary to finance aircraft acquisitions are
expected to be obtained from internally generated funds,
irrevocable external financing arrangements or other
external sources.
In April 1997, Standard & Poor's raised its credit
rating on United's senior unsecured debt to BB+ from BB and
raised its credit rating on UAL's Series B preferred stock
and redeemable preferred securities to BB- from B+.
RESULTS OF OPERATIONS
UAL's results of operations for interim periods are
not necessarily indicative of those for an entire year, as
a result of seasonal factors to which United is subject.
First and fourth quarter results are normally affected by
reduced travel demand in the fall and winter and United's
operations, particularly at its Chicago and Denver hubs and
at certain east coast cities, are adversely affected by
winter weather on occasion.
The results of operations in the airline business
historically fluctuate significantly in response to general
economic conditions. This is because small fluctuations in
yield (passenger revenue per revenue passenger mile) and
cost per available seat mile can have a significant effect
on operating results. UAL anticipates industrywide fare
levels, capacity growth, low-cost competition, general
economic conditions, labor and fuel costs, taxes, U.S. and
international governmental policies and other factors will
continue to affect its operating results.
Summary of Results
------------------
UAL's earnings from operations were $194 million in
the first quarter of 1997, compared to operating earnings
of $62 million in the first quarter of 1996. UAL had net
earnings in the 1997 first quarter of $105 million ($0.92
per share), compared to a net loss of $23 million in the
same period of 1996 (a loss of $0.90 per share). The 1996
first quarter results include an extraordinary loss of $29
million ($0.58 per share) on early extinguishment of debt.
The per share amounts for the 1996 first quarter
include the effects on equity of the repurchase of Series B
preferred stock. See "Per Share Amounts" in the notes to
consolidated financial statements.
Management believes that a more complete
understanding of UAL's results can be gained by viewing
them on a pro forma, "fully distributed" basis. This
approach considers all ESOP shares which will ultimately be
distributed to employees throughout the ESOP (rather than
just the shares committed to be released) to be immediately
outstanding and thus fully distributed. Consistent with
this method, the ESOP compensation expense is excluded from
fully distributed net earnings and ESOP convertible
preferred stock dividends are not deducted from earnings
attributable to common stockholders. On a fully
distributed basis, UAL's net earnings for the 1997 first
quarter would have been $215 million ($1.61 per share)
compared to $105 million ($0.92 per share) as reported
under generally accepted accounting principles. For the
first quarter of 1996, fully distributed net earnings would
have been $76 million ($0.50 per share) compared to a loss
of $23 million (loss of $0.90 per share) as reported under
generally accepted accounting principles. No adjustments
are made to fully distributed earnings to take into account
future salary increases.
Specific factors affecting UAL's consolidated
operations for the first quarter of 1997 are described
below.
First Quarter 1997 Compared with First Quarter 1996.
----------------------------------------------------
Operating revenues increased $386 million (10%).
United's revenue per available seat mile increased 7% to
10.19 cents. Passenger revenues increased $348 million
(11%) due to a 5% increase in yield to 12.80 cents and a 5%
increase in revenue passenger miles. The Company believes
that passenger revenues benefited by approximately $25
million due to the threat of a labor strike at a major
competitor. The following analysis by market is based on
information reported to the U.S. Department of
Transportation:
Latin America revenue passenger miles increased 7%
over the same period last year, with a 13% increase in
yield largely due to the strengthening Latin America
economy. Atlantic revenue passenger miles increased 11%
and yield increased nearly 5% for the period. In the
Pacific, revenue passenger miles increased 3% and yield
increased 1% from the same period last year. Pacific
yields continue to be negatively impacted by the weakness
of the Japanese yen to the dollar. Domestic revenue
passenger miles increased 5% with a 6% increase in yield.
The increase in domestic yield is a result of a strong
market industry-wide coupled with continued success in
attracting a better mix of higher-yield business travelers.
Available seat miles increased 4% systemwide, reflecting
increases of 13% in the Atlantic, 1% in the Pacific and 4%
on Domestic routes, offset by a decrease of 4% in Latin
America. The system passenger load factor increased 1.2
points to 69.9%.
Cargo revenues increased $20 million (11%) as freight
revenues increased 13% and mail revenues increased 9%.
Cargo yield decreased 2% from the same period last year.
Other operating revenues increased $18 million (6%) due to
increases in Mileage Plus partner-related revenues and fuel
sales to third parties.
Operating expenses increased $254 million (7%) and
United's cost per available seat mile increased 3%, from
8.98 cents to 9.27 cents. ESOP compensation expense
increased $21 million (13%), reflecting a higher average
common stock price in 1997. Aircraft fuel expense
increased $80 million (17%) due to a 2% increase in
consumption and a 15% increase in the average price per
gallon of fuel to 78.3 cents. Without the increases in
ESOP compensation expense and aircraft fuel, United's cost
per available seat mile would have increased 2%. Salaries
and related costs increased $71 million (6%) due mainly to
increased staffing in certain customer-oriented positions.
Landing fees and other rent increased $12 million (6%) due
to increased landing fees and facilities rent at various
airports. Purchased services increased $31 million (11%)
due principally to volume-related increases in computer
reservations fees and credit card discounts. Aircraft
maintenance increased $26 million (23%) due to increased
purchased maintenance, as well as the timing of maintenance
cycles. Commissions increased $27 million (8%) due
primarily to increased commissionable revenues.
Depreciation and amortization decreased $13 million (7%)
due to lower depreciation on DC10-10 aircraft, which are
being exchanged for B727 hushkits.
Other expense amounted to $23 million in the first
quarter of 1997 compared to $52 million in the first
quarter of 1996. Interest expense decreased $16 million
(19%) due to the prepayment of long-term debt in 1996.
Interest capitalized, primarily on aircraft advance
payments, increased $9 million (60%). Interest income
decreased $6 million (33%) due to lower investment
balances. Equity in earnings of affiliates increased $5
million (25%) due primarily to higher earnings from the
Galileo International Partnership resulting from increased
booking revenues. Included in "Miscellaneous, net" in the
1997 and 1996 first quarters were foreign exchange losses
of $5 million and $6 million, respectively.
LABOR AGREEMENTS AND WAGE ADJUSTMENTS
Both the Air Line Pilots Association, International
("ALPA") and the International Association of Machinists and
Aerospace Workers ("IAM") ratified previously announced mid-
term wage adjustments. Included in the agreements are a 5%
increase to wage rates for each union group in July 1997 and
a second 5% increase in July 1998. Further, the agreement
with ALPA calls for a corresponding 5% increase in both 1997
and 1998 to "book rates" (book rates are used to compute
certain other employee benefits), and the agreement with the
IAM provides for lump sum payments for all IAM employees and
increases in hourly license premium and skill pay for
mechanics. These agreements also provide for restoration of
wage rates for the two groups in the year 2000 to levels
that existed prior to the recapitalization in July 1994, as
well as restoration of the Company's contribution to the
pilots defined contribution plan from its current rate of 1%
to its pre-ESOP rate of 9% in the year 2000.
In March, the Company also announced the details of
mid-term wage adjustments for non-union United States
salaried and management employees. Salaried employees will
receive a 5% increase in both July 1997 and July 1998, as
well as a lump-sum payment in July 1997. Management
employees will receive a 4% increase in both July 1997 and
July 1998, and management employees not participating in the
Company's Incentive Compensation Plan will participate in a
three-year profit-sharing plan that could pay an additional
amount in 1998, 1999 and 2000, if the Company meets specific
pre-tax earnings objectives in 1997, 1998 and 1999,
respectively. The cost to the Company in 1997 for these
wage and benefit adjustments is approximately $120 million.
OUTLOOK FOR 1997
In 1997, available seat miles are expected to increase
approximately 3.5%, with total system revenue per available
seat mile up approximately 3%. Costs per available seat
mile excluding ESOP charges are expected to increase
approximately 2%. This unit cost forecast assumes the
average cost of jet fuel per gallon is lower in 1997 than in
1996.
For the second quarter, United expects total system
revenue per available seat mile to increase approximately 3%
versus the same period last year, on 3% higher capacity.
System load factor is forecast to increase slightly compared
to second quarter 1996. Costs per available seat mile
excluding ESOP charges are expected to increase 3% over the
same period last year.
Based on the favorable industry environment, advance
bookings and first quarter results, the Company anticipates
its "fully distributed" earnings per share in 1997 will
exceed those for 1996 (see "Results of Operations, Summary
of Results" for further explanation of this pro forma
methodology). Due to the reinstatement of the Federal
passenger excise tax (see below), the Company believes the
rate of improvement in year-over-year "fully distributed"
earnings for the second and third quarter will be less than
in the first quarter. Based on the current favorable
industry environment, the Company expects second quarter
1997 "fully distributed" earnings per share to be slightly
higher than second quarter 1996.
The Federal passenger excise tax, which expired on
December 31, 1996, was reinstated during the first quarter.
While the authority to collect this tax is scheduled to
expire once again at the end of the third quarter, the
Company expects a replacement funding mechanism, either
reinstatement of the current tax or a substitute user-based
fee system, to go into effect at the end of this period.
The information included in the previous paragraphs
is forward-looking and involves risks and uncertainties
that could result in actual results differing materially
from expected results. It is not reasonably possible to
itemize all of the many factors and specific events that
could affect the outlook of an airline operating in the
global economy. Some factors that could significantly
impact expected capacity, load factors, revenues, unit
revenues, unit costs and earnings per share include the
airline pricing environment, fuel costs, low-fare carrier
expansion, cost of safety and security measures, actions of
the U.S., foreign and local governments, foreign currency
exchange rate fluctuations, the economic environment of the
airline industry, the general economic environment, and
other factors discussed herein.
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits
A list of exhibits included as part of this Form 10-Q is
set forth in an Exhibit Index which immediately precedes
such exhibits.
(b) Form 8-K dated May 6, 1997 to report a cautionary
statement for purposes of the "Safe Harbor for Forward-
Looking Statements" provision of the Private Securities
Litigation Reform Act of 1995.
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Douglas A. Hacker
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
Dated: May 8, 1997
Exhibit Index
-------------
Exhibit No. Description
- ---------- -----------
10.1 Supplemental Agreement No. 10 dated as of April 11, 1997
to the Agreement dated December 18, 1990 between The
Boeing Company ("Boeing") and United Air Lines, Inc.
("United") (and United Worldwide Corporation) for
acquisition of Boeing 747-400 aircraft (as previously
amended and supplemented, the "747-400 Purchase
Agreement" (filed as Exhibit 10.8 to UAL Corporation's
("UAL") Form 10-K for the year ended December 31, 1990,
and incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.4 and 10.5 to UAL's
Form 10-K for the year ended December 31, 1991, (ii)
Exhibits 10.3, 10.4, 10.5, 10.6 and 10.22 to UAL's Form
10-Q for the quarter ended June 30, 1993, (iii) Exhibit
10.3 to UAL's Form 10-K for the year ended December 31,
1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for the
quarter ended June 30, 1994, (v) Exhibits 10.29 and
10.30 to UAL's Form 10-K for the year ended December 31,
1994, (vi) Exhibits 10.4 through 10.8 to UAL's Form 10-Q
for the quarter ended March 31, 1995, (vii) Exhibits
10.7 and 10.8 to UAL's Form 10-Q for the quarter ended
June 30, 1995, (viii) Exhibit 10.41 to UAL's Form 10-K
for the year ended December 31, 1995, and (ix) Exhibits
10.4 and 10.5 to UAL's Form 10-Q for the quarter ended
June 30, 1996, as amended, and incorporated herein by
reference)). (Exhibit 10.1 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.2 Supplemental Agreement No. 11 dated as of April 11, 1997
to the 747-400 Purchase Agreement. (Exhibit 10.2 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.3 Letter Agreement No. 6-1162-DLJ-891R5 dated April 11,
1997 to the 747-400 Purchase Agreement. (Exhibit 10.3
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.4 Amendment No. 5 dated August 22, 1996 to the Agreement
dated August 10, 1992 between AVSA, S.A.R.L., as seller,
and United, as buyer, for the acquisition of Airbus
Industrie A320-200 model aircraft (as previously amended
and supplemented, "A320-200 Purchase Agreement" (filed
as Exhibit 10.14 to UAL's Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference;
supplements thereto filed as (i) Exhibits 10.4 and 10.5
to UAL's Form 10-K for the year ended December 31, 1993,
(ii) Exhibits 10.15 and 10.16 to UAL's Form 10-Q for the
quarter ended June 30, 1994, (iii) Exhibit 10.31 to
UAL's Form 10-K for the year ended December 31, 1994,
(iv) Exhibit 10.9 to UAL's Form 10-Q for the quarter
ended June 30, 1995, and (v) Exhibit 10.42 to UAL's Form
10-K for the year ended December 31, 1995, and
incorporated herein by reference)). (Exhibit 10.4
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.5 Amendment No. 6 dated January 31, 1997 to the A320-200
Purchase Agreement dated August 10, 1992. (Exhibit 10.5
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.6 Amendment No. 7 dated January __, 1997 to the A320-200
Purchase Agreement dated August 10, 1992. (Exhibit 10.6
hereto is filed with a request for confidential
treatment of certain portions thereof.)
11 Calculation of Fully Diluted Net Earnings Per Share.
12.1 Computation of Ratio of Earnings to Fixed Charges.
12.2 Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements.
27 Financial Data Schedule.
Exhibit 10.1
Supplemental Agreement No. 10
to
Purchase Agreement No. 1670
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Relating to Boeing Model 747-422 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the
11th day of April 1997, by and between THE BOEING COMPANY, a
Delaware corporation (hereinafter called Boeing), and UNITED AIR
LINES, INC., a Delaware corporation (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as "The Aircraft", or the "Firm
Aircraft", [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] or the "Option Aircraft", as such
capitalized terms, and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
"Purchase Agreement" (as such term is defined below)), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the "Purchase Agreement"
and;
WHEREAS, on July 12, 1996 Buyer and Boeing signed
Supplemental Agreement No. 9 to the Purchase Agreement; and
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
WHEREAS, Buyer and Boeing wish to make certain
additional amendments to the Purchase Agreement to reflect the
agreements set forth in Supplemental Agreement No. 9.
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:
1. The Table of Contents is deleted in its entirety and
replaced with a new Table of Contents contained in Attachment 1
hereto.
P.A. No. 1670 SA10-1
2. Article 3, entitled Price of Aircraft is deleted in its
entirety and replaced with a new Article 3 contained in
Attachment 2 hereto.
3. Delete the following "Months to be Utilized in
Determining the Value of H & W" from the table on page 3 of
Exhibit D, entitled Price Adjustment due to Economic Fluctuations
- - Airframe & Engine.
Month of Scheduled
Aircraft Delivery as Set Months to be Utilized
Forth in Article 2.1 of Determining the Value
the Agreement of H & W
------------------------ ---------------------
[*CONFIDENTIAL MATERIAL OMITTED [*CONFIDENTIAL MATERIAL
AND FILED SEPARATELY WITH THE OMITTED AND FILED SEPARATELY
SECURITIES AND EXCHANGE COMMISSION WITH THE SECURITIES AND EX-
PURSUANT TO A REQUEST FOR CONFIDENTIAL CHANGE COMMISSION PURSUANT
TREATMENT] TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
4. The Purchase Agreement is amended by adding Exhibit D-
1, entitled Price Adjustment due to Economic Fluctuations -
Airframe & Engine contained in Attachment 3 hereto.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6. This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.
P.A. No. 1670 SA10-2
7. The Purchase Agreement shall be deemed amended to the
extent herein provided and as amended shall continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M.D. Hurt By: /s/ Douglas A. Hacker
------------- ---------------------
Its: Attorney In Fact Its: Senior Vice President and
---------------- Chief Financial Officer
-------------------------
P.A. No. 1670 SA10-3
TABLE OF CONTENTS
Page
Number
------
ARTICLE 1. Subject Matter of Sale.......................1-1
ARTICLE 2. Delivery of Aircraft; Title and Risk
of Loss......................................2-1
ARTICLE 3. Price of Aircraft............................3-1
ARTICLE 4. Taxes and Customs Duties.....................4-1
ARTICLE 5. Payment......................................5-1
ARTICLE 6. Excusable Delay..............................6-1
ARTICLE 7. Changes to Detail Specification..............7-1
ARTICLE 8. Federal Aviation Administration
Requirements.................................8-1
ARTICLE 9. Demonstration Flights and Test Data..........9-1
ARTICLE 10. Assignment, Resale or Lease.................10-1
ARTICLE 11. Termination for Certain Events..............11-1
ARTICLE 12. Inspections; Plant Representatives..........12-1
ARTICLE 13. Spare Parts and Certain Exhibit
Documents...................................13-1
ARTICLE 14. Notices and Requests........................14-1
ARTICLE 15. Miscellaneous...............................15-1
EXHIBIT A Aircraft Configuration.........................A
EXHIBIT B Product Assurance Document.....................B
EXHIBIT C Customer Support Document......................C
EXHIBIT D Price Adjustment Due to Economic
Fluctuations - Airframe and Engine.............D
EXHIBIT D-1 Price Adjustment Due to Economic
Fluctuations - Airframe and Engine...........D-1
EXHIBIT E Buyer Furnished Equipment Document.............E
EXHIBIT F Acceptance Certificate.........................F
P.A. No 1670 I
Attachment 2 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
ARTICLE 3. Price of Aircraft.
-----------------
3.1 Basic Price.
-----------
3.1.1 Basic Price for Aircraft prior to
---------------------------------
1997.
The basic price of each Aircraft scheduled for delivery prior to
January 1, 1997 shall be equal to the sum of [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and (ii) such price adjustments applicable to such
Aircraft as may be made pursuant to the provisions of this
Agreement, including Article 7 (Changes to Detail Specification)
and Article 8 (FAA Requirements) or other written agreements
executed by Buyer and Boeing.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.2 Purchase Price. The purchase price of
each Aircraft shall be equal to the sum of the following items as
determined at the time of such Aircraft delivery: (i) the basic
price of such Aircraft, (ii) the Airframe and Engine Price
Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine)
attached hereto [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the Airframe and
Engine Price Adjustments to be determined pursuant to Exhibit D-1
(Price Adjustment Due
P.A. No. 1670 3-1
Attachment 2 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
to Economic Fluctuations -Airframe and Engine) attached hereto
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and (iii) such price adjustments
applicable to such Aircraft as may be made pursuant to the
provisions of this Agreement, including Exhibit E (Buyer
Furnished Equipment Document) or other written agreements
executed by Boeing and Buyer (the "Purchase Price").
P.A. No. 1670 3-2
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
AIRFRAME AND ENGINE PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Exhibit D-1 to Purchase Agreement Number 1670
P.A. No. 1670
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
PRICE ADJUSTMENT DUE TO
-----------------------
ECONOMIC FLUCTUATIONS
---------------------
AIRFRAME PRICE ADJUSTMENT
-------------------------
(1995 Base Price)
-----------------
1. Formula.
-------
For those Aircraft scheduled for delivery after
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] the Airframe Price Adjustment will be
determined at the time of Aircraft delivery in accordance with
the following formula:
Pa = (P) (L + M - 1)
Where:
Pa = Airframe Price Adjustment.
L = .65 x ECI
---
130.1
M = .35 x ICI
---
123.6
P = Aircraft Basic Price (as set forth in Article 3.1.3
of this Agreement) less the base price of Engines (as
defined in this Exhibit D-1) in the amount of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ECI = A value using the "Employment Cost Index for workers
in aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months of
March, June, September and December, calculated as
follows: A three-month arithmetic average value
(expressed as a decimal and rounded to the nearest tenth)
will be determined using the months set forth in the table
below for the applicable Aircraft, with the released
Employment Cost Index value described above for the month
of March also being used for the months of January and
February; the value for June
P.A. No. 1670 D-1-1
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
also used for April and May; the value for
September also used for July and August; and the value for
December also used for October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as set
forth in the "Producer Prices and Price Index" (Base Year
1982 = 100) as released by the Bureau of Labor Statistics,
U.S. Department of Labor values (expressed as a decimal
and rounded to the nearest tenth) for the months set forth
in the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided
by 130.1 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest ten-
thousandth.
In determining the value of M, the ratio of ICI divided
by 123.6 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest ten-
thousandth.
Month of Scheduled
Aircraft Delivery as Set Months to be Utilized
Forth in Article 2.1 of in Determining the Value
the Agreement ECI and ICI
- ------------------------ ------------------------
[*CONFIDENTIAL MATERIAL OMITTED [*CONFIDENTIAL MATERIAL
AND FILED SEPARATELY WITH THE OMITTED AND FILED SEPARATELY
SECURITIES AND EXCHANGE COMMISSION WITH THE SECURITIES AND EX-
PURSUANT TO A REQUEST FOR CONFIDENTIAL CHANGE COMMISSION PURSUANT
TREATMENT] TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
P.A. No. 1670 D-1-2
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
2.1 The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft scheduled for delivery
after December 31, 1998, will be determined by utilizing the
escalation provisions set forth above. The values released by
the Bureau of Labor Statistics and available to Boeing 30 days
prior to scheduled Aircraft delivery will be used to determine
the ECI and ICI values for the applicable months (including those
noted as preliminary by the Bureau of Labor Statistics) to
calculate the Airframe Price Adjustment. If no values have been
released for an applicable month, the provisions set forth in
Paragraph 2.2 below will apply. If prior to delivery of an
Aircraft the U.S. Department of Labor changes the base year for
determination of the ECI or ICI values as defined above, such
rebased values will be incorporated in the Airframe Price
Adjustment calculation. The payment by Buyer to Boeing of the
amount of the Purchase Price for such Aircraft, as determined at
the time of Aircraft delivery, will be deemed to be the payment
for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the applicable time period. Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.
2.3 In the event escalation provisions are made non-
enforceable or otherwise rendered null and void by any agency of
the United States Government, the parties agree,
P.A. No. 1670 D-1-3
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
to the extent they may lawfully do so, to equitably adjust the
Purchase Price of any affected Aircraft to reflect an allowance
for increases or decreases in labor compensation and material
costs occurring since February, 1995, which is consistent with
the applicable provisions of paragraph 1 of this Exhibit D.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this
Exhibit D-1 with respect to escalation of the airframe
price, will be accomplished as follows: if the first digit
of the portion to be dropped from the number to be rounded
is five or greater, the preceding digit will be raised to
the next higher number.
P.A. No. 1670 D-1-4
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
-----------------------------------------
(1995 BASE PRICE)
-----------------
(a) The Aircraft Basic Price of each Aircraft scheduled for
delivery [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] as set forth in Article 3.1.3 of this
Agreement, includes an aggregate price for PW4056 engines and all
accessories, equipment and parts therefor provided by the engine
manufacturer (collectively in this Exhibit D-1 called "Engines")
of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. The adjustment in Engine price
applicable to each such Aircraft ("Engine Price Adjustment"
herein) will be determined at the time of Aircraft delivery in
accordance with the following formula:
Pa = (P) (AA + BB + CC) - P
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price as set forth in
paragraph (a) above.
AA = .60 x L
---
$17.80
BB = .30 x M
---
130.6
CC = .10 x E
---
76.6
In determining the value of AA, BB and CC, the ratio of L divided
by $17.80, M divided by 130.6 and E divided by 76.6 will be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) will not be rounded.
The value of the sum of AA + BB + CC will also be rounded to the
nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production Workers, SIC
3724" published by the Bureau of Labor Statistics, U.S.
Department of Labor,
P.A. No. 1670 D-1-5
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
for the seventh month preceding the month of
scheduled Aircraft delivery.
$17.80 = Published Labor Index (SIC 3724) for December, 1994.
M = Material Index, which is the "Producer Price Index
- Code 10, Metals and Metal Products," (Base Year 1982 =
100) published by the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month preceding the
month of scheduled Aircraft delivery.
130.6 = Published Material Index (Code 10) for December, 1994.
E = Fuel Index, which is the "Producer Price Index -
Code 5, Fuels and Related Products and Power" (Base Year
1982 = 100) published for the Bureau of Labor Statistics,
U.S. Department of Labor, for the seventh month preceding
the month of scheduled Aircraft delivery.
76.6 = Published Fuel Index (Code 5) for December, 1994.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment will be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date 30 days prior to the scheduled Aircraft delivery to Buyer.
Such Index values will be considered final and no revision to the
Engine Price Adjustment will be made after Aircraft delivery for
any subsequent changes in published Index values.
(d) If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data, such
P.A. No. 1670 D-1-6
PA/NEXD-1
Attachment 3 to
Supplemental Agreement No. 10 to
Purchase Agreement No. 1670
substitute data to lead in application to the same adjustment
result, insofar as possible, as would have been achieved by
continuing the use of the original data as it may have fluctuated
had it not been revised or discontinued. Appropriate revision of
the Engine Price Adjustment provisions set forth above will be
made to accomplish this result for affected Engines.
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet jointly with Boeing and Buyer and jointly agree,
to the extent that they may lawfully do so, to adjust equitably
the purchase price of the Engine(s) to reflect an allowance for
increases in labor, material and fuel costs that occurred from
December, 1994 to the seventh month preceding the month of
scheduled delivery of the applicable Aircraft.
NOTES: Any rounding of a number, as required under this
Exhibit D-1 with respect to escalation of the Engine
price, will be accomplished as follows: if the first
digit of the portion to be dropped from the number to be
rounded is five or greater, the preceding digit will be
raised to the next higher number.
Exhibit 10.2
Supplemental Agreement No. 11
to
Purchase Agreement No. 1670
between
THE BOEING COMPANY
and
UNITED AIR LINES, INC.
Relating to Boeing Model 747-422 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 11th
day of April 1997, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (hereinafter called Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as "The Aircraft", or the "Firm
Aircraft", [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] or the "Option Aircraft", as such
capitalized terms, and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
"Purchase Agreement" (as such term is defined below)), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the "Purchase Agreement"
and;
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:
1. The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto.
Agreement No. Subject
------------ -------
6-1162-DLJ-891R5 [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
2. Article 2, entitled Delivery of Aircraft; Title and Risk of
Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with the new paragraph 2.1 contained in Attachment 1
hereto, which adds [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby deleted and replaced with the new
paragraph 5.1 contained in Attachment 2 hereto, which includes
the Advance Payment Base Prices for the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4. The following "Months to be Utilized in Determining the
Value of H & W" are hereby added to the table on page 3 of
Exhibit D-1, entitled Price Adjustment due to Economic
Fluctuations.
Month of Scheduled
Aircraft Delivery as Set Months to be Utilized
Forth in Article 2.1 of Determining the Value
the Agreement of H&W
------------------------ ---------------------
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL A REQUEST FOR CONFIDENTIAL
TREATMENT] TREATMENT]
5. This Supplemental Agreement is subject to the confidentiality
provisions of Letter Agreement 6-1162-DLJ-886.
6. The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY UNITED AIR LINES, INC.
By: /s/ M. D. Hurt By: Douglas A. Hacker
-------------- -----------------
Its: Attorney In Fact Its: Senior Vice President and
---------------- Chief Financial Officer
-----------------------
P.A. No. 1670 SA 9-2
K/UAL/CONT/SA11-1670.doc
Attachment 1 to
Supplemental Agreement No. 11
ARTICLE 2. Delivery of Aircraft; Title and Risk of Loss.
--------------------------------------------
2.1 Time of Delivery. Each Aircraft shall be delivered
to Buyer assembled and ready for flight, and Buyer shall accept delivery
of such Aircraft, during or, if mutually agreed, before the months set
forth in the following schedule:
<TABLE>
<CAPTION>
Quantity of
Month and Year of Delivery Aircraft Status
(as of S.A. No. 119)
<S> <C> <C>
August 1992 One (1) Delivered
October 1992 One (1) Delivered
December 1992 One (1) Delivered
April 1993 Two (2) Delivered
June 1993 One (1) Delivered
August 1993 One (1) Delivered
June 1994* One (1) S.A. #5 Delivered
July 1994* One (1) S.A. #5 Delivered
May 1996* One (1) Firm S.A. #6
June 1996* One (1) Firm S.A. #6
June 1996* One (1) Reconfirmation Aircraft
{Buyer Passed}
August 1996 One (1) Reconfirmation Aircraft
{Buyer Passed}
April 1997 One (1) S.A. #6 Reconfirmation
Aircraft {Buyer Passed}
May 1997 One (1) S.A. #6 Reconfirmation
Aircraft {Buyer Passed}
May 1997* One (1) Firm S.A. #8
[*CONFIDENTIAL MATERIAL [CONFIDENTIAL [CONFIDENTIAL MATERIAL
OMITTED AND FILED MATERIAL OMITTED OMITTED AND FILED
SEPARATELY WITH THE AND FILED SEPARATELY SEPARATELY WITH THE
SECURITIES AND EXCHANGE WITH THE SECURITIES SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL COMMISSION PURSUANT A REQUEST FOR
TREATMENT] TO A REQUEST CONFIDENTIAL TREATMENT]
FOR CONFIDENTIAL
TREATMENT]
</TABLE>
P.A. No. 1670 1-1
K/UAL/CONT/SA11-1670.DOC
Attachment 1 to
Supplemental Agreement No. 11
Quantity of Status
Month and Year of Delivery Aircraft (as of S.A. No. 11)
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED MATERIAL OMITTED OMITTED AND FILED
SEPARATELY WITH THE AND FILED SEPARATELY SEPARATELY WITH THE
SECURITIES AND EXCHANGE WITH THE SECURITIES SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL COMMISSION PURSUANT A REQUEST FOR
TREATMENT] TO A REQUEST CONFIDENTIAL TREATMENT]
FOR CONFIDENTIAL
TREATMENT]
Total 39
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
If Boeing gives Buyer at least ten (10) days' advance notice of the
delivery date for an Aircraft, and delivery is delayed beyond such
date due to Buyer's fault or responsibility, Buyer shall promptly
reimburse Boeing for all costs and expenses incurred by Boeing as a
result of such delay, including but not limited to reasonable
amounts for storage, insurance, taxes, preservation or protection
of the Aircraft, and interest on payments due.
P.A. No. 1670 1-2
K/UAL/CONT/SA11-1670.DOC
Attachment 2 to
Supplemental Agreement No. 11
ARTICLE 5. Payment.
-------
5.1 Advance Payment Base Price. The advance
payment base price of each Aircraft, depending on the month and
year of scheduled delivery, is indicated below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
------------------ ------------------
August 1992 [*CONFIDENTIAL
October 1992 MATERIAL
December 1992 OMITTED AND
April 1993 FILED
August 1993 SEPARATELY
November 1993 WITH THE
June 1994* SECURITIES AND
July 1994* EXCHANGE
May 1996* COMMISSION
June 1996* PURSUANT
June 1996 TO A
August 1996 REQUEST FOR
April 1997 CONFIDENTIAL
May 1997* TREATMENT]
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
PURSUANT TO A PURSUANT TO A
REQUEST FOR REQUEST FOR
CONFIDENTIAL CONFIDENTIAL
TREATMENT] TREATMENT]
P.A. No. 1670 2-1
K/UALCONT/SA11-1670.DOC
Attachment 2 to
Supplemental Agreement No. 11
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
PURSUANT TO A PURSUANT TO A
REQUEST FOR REQUEST FOR
CONFIDENTIAL CONFIDENTIAL
TREATMENT] TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery. The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."
P.A. No. 1670 2-2
K/UALCONT/SA11-1670.DOC
Supplemental Agreement No. 11
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 2-1
K/UALCONT/SA11-1670.DOC
Exhibit 10.3
6-1162-DLJ-891R5
April 11, 1997
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162-DLJ-891R5
to Purchase Agreement No. 1670 -
[*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
Reference is made to Purchase Agreement No. 1670 dated as of December 18,
1990 (the Purchase Agreement) between The Boeing Company (Boeing), and
United Air Lines, Inc. (Buyer), relating to the sale by Boeing and the
purchase by Buyer of forty-two (42) Model 747-422 aircraft (hereinafter
referred to as the Aircraft).
Further reference is made to Letter Agreement 1670-5 dated as of even date
herewith to the Purchase Agreement relating to the granting of options to
purchase eleven (11) Model 747-422 option aircraft (the Option Aircraft).
This letter, when accepted by Buyer contemporaneously with the execution of
the Purchase Agreement, will become part of the Purchase Agreement and will
evidence our further agreement with respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not defined
herein, shall have the same meaning as in the Purchase Agreement.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-11
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R5 Page 2
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. Escalation of Credit Memoranda.
------------------------------
The actual amount of the credit memoranda to be provided pursuant
to paragraph 1 above shall be determined by escalating the base amount of
such credit by application of the airframe escalation provisions described
in Exhibit D of the Purchase Agreement and Attachment A to Letter Agreement
1670-5 or such Airframe escalation provisions as are applicable to the
Option Aircraft, as such credits are applicable to the Firm Aircraft or
Option Aircraft for which such respective credit is issued.
P.A. No. 1670 SA-11
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R5 Page 3
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-11
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R5 Page 4
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
is paid in full at a fluctuating rate per annum equal to one percent (1%)
plus the rate of interest announced publicly by Citibank, N.A., New York as
its base rate, from time to time, as such bank's base rate may change, each
change in such fluctuating rate to take place simultaneously with the
corresponding change in such base rate, calculated on the basis of a year
of 365/366 days for the actual number of days elapsed. If Boeing elects
option (ii) above, Buyer shall pay to Boeing [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and interest due thereon,
on the date of delivery of each Aircraft to which [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing shall issue a
credit memorandum to Buyer in the amount equal to the accrued interest on
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. Program Changes.
---------------
Article 7.2 entitled Program Changes of the Purchase Agreement
is hereby deleted in its entirety.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. Changes to Performance Guarantees.
---------------------------------
Boeing may adjust, change or modify performance guarantees
set forth in Letter Agreement 6-1162-DLJ-860 without Buyer's consent with
respect to the Aircraft referred to in Article 2, as specifically permitted
by Letter Agreement 6-1162-DLJ-860 and by Article 7.2 as modified by
paragraph 7 of this Letter Agreement; [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-11
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R5 Page 5
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1670 SA-11
K/UAL
United Air Lines, Inc.
6-1162-DLJ-891R5 Page 6
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
11. Non-Disclosure.
--------------
The parties understand that certain commercial and financial
information contained in this letter agreement is considered as privileged
and confidential. The parties agree that they will treat such information
as privileged and confidential and will not, without prior written consent
of the other party, disclose such information to any other person except as
may be required by (i) applicable law or governmental regulations, or (ii)
for financing the Aircraft in accordance with the provisions of Article
11.2 of the Purchase Agreement. In connection with any such disclosure or
filing of such information pursuant to any applicable law or governmental
regulations; Buyer shall request and use its best reasonable efforts to
obtain confidential treatment of such information. Boeing agrees to
cooperate with Buyer in making and supporting its request for confidential
treatment. In fulfilling its obligations under this paragraph 11, the
parties shall only be required to use the same degree of care to prevent
unauthorized disclosure and use of the information contained in this Letter
Agreement as they would use to prevent the disclosure and use of its own
commercial and financial information of the same or similar nature and
which it considers proprietary or confidential.
If the foregoing correctly sets forth your understanding of our agreement
with respect to the matters treated above, please indicate your acceptance
and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/M.D. Hurt
------------
Its Attorney In Fact
----------------
ACCEPTED AND AGREED TO this
Date: April 11, 1997
--------------
UNITED AIR LINES, INC.
By /s/ Douglas A. Hacker
---------------------
Its Senior Vice President and
Chief Financial Officer
-----------------------
P.A. No. 1670 SA-11
K/UAL
Exhibit 10.4
AMENDMENT NO. 5
TO THE A320 PURCHASE AGREEMENT
dated as of August 10, 1992
between
AVSA, S.A.R.L.
and
UNITED AIR LINES, INC.
This Amendment No. 5 (hereinafter referred to as the "Amendment")
is entered into as of August 22, 1996, by and between AVSA,
S.A.R.L., a societe a responsabilite limitee organized and
existing under the laws of the Republic of France, having its
registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the "Seller"),
and UNITED AIR LINES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of
America, having its principal corporate offices located at 1200
East Algonquin Road, Elk Grove Village, Illinois 60007
(hereinafter referred to as the "Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into an A320
Purchase Agreement, dated as of August 10, 1992 (which agreement,
as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements, and Amendments attached thereto is
hereinafter called the "Agreement"), which Agreement relates to
the sale by the Seller and the purchase by the Buyer of certain
firmly ordered Airbus Industrie A320-200 model aircraft (the
"Aircraft") and certain Airbus Industrie A320-200 model option
aircraft (the "Option Aircraft"). Amendment No. 1 to the
Agreement was signed on November 24, 1993. Amendment No. 2 to
the Agreement was signed on April 22, 1994. Amendment No. 3 to
the Agreement was signed on March 31, 1995. Amendment No. 4 to
the Agreement was signed on November 27, 1995.
United-A319-10 August 22, 1996
C:\UNITED\319-10.PAG\AMEND-5.WPD
WHEREAS, the Buyer and the Seller agree to amend Subclause 9.1
and 21.1 of the Agreement.
WHEREAS, capitalized terms used herein and not otherwise defined
in this Amendment will have the meaning assigned to them in the
Agreement. The terms "herein," "hereof," and "hereunder" and
words of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. DELIVERY
--------
Subclause 9.1 of the Agreement is hereby superseded and amended to
read as follows:
QUOTE
Firm Aircraft No. Month of Delivery
---------------- -----------------
1 November 1993
2 November 1993
3 December 1993
4 December 1993
5 December 1993
6 January 1994
7 February 1994
8 March 1994
9 March 1994
10 April 1994
11 April 1994
12 June 1994
13 June 1994
14 July 1994
15 September 1994
16 September 1994
17 September 1994
18 October 1994
19 November 1994
20 December 1994
21 December 1994
22 January 1995
23 February 1995
24 February 1995
United-A319-10 August 22, 1996
C:\UNITED\319-10.PAG\AMEND-5.WPD 2
Firm Aircraft No. Month of Delivery
---------------- -----------------
25 March 1995
26 March 1995
27 April 1995
28 May 1995
29 June 1995
30 February 1996
31 March 1996
32 May 1996
[*CONFIDENTIAL MATERIAL [*CONFIDENTIAL MATERIAL
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE
COMMISSION PURSUANT COMMISSION PURSUANT
TO A REQUEST FOR TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
UNQUOTE
United-A319-10 August 22, 1996
C:\UNITED\319-10.PAG\AMEND-5.WPD 3
2. TERMINATION FOR CERTAIN EVENTS
------------------------------
Subclause 21.1(3) of the Agreement is hereby superseded and
amended to read as follows:
QUOTE
(3) An action is commenced against the Buyer seeking
issuance of a warrant of attachment, execution,
distraint or similar process against all or
substantially all of its assets and such action is not
dismissed within thirty (30) days.
UNQUOTE
3. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed amended to the extent
herein provided, and, except as specifically amended hereby,
will continue in full force and effect in accordance with
its original terms.
4. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of
disclosure, the parties (which for this purpose will include
their employees, agents and advisors) will maintain strictly
confidential the terms and conditions of this Amendment and
any information, reports or other data furnished hereunder
or in connection with the negotiation of this Amendment
without limiting the generality of the foregoing. The Buyer
will use its best efforts to limit the disclosure of the
contents of this Amendment to the extent legally permissible
in any filing required to be made by the Buyer with any
governmental agency and will make such applications as will
be necessary to implement the foregoing. The Buyer and the
Seller will consult with each other prior to the making of
any public disclosure or filing permitted hereunder of this
Amendment or the terms and conditions hereof. Each party
will inform the other of receipt of any legal demand,
whether by subpoena, discovery request or otherwise, for
disclosure of this Amendment or its contents. The
provisions of this Paragraph 4 will survive any termination
of this Amendment.
United-A319-10 August 22, 1996
C:\UNITED\319-10.PAG\AMEND-5.WPD 4
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Agreed and Accepted,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Christophe Mourey
--------------------- ---------------------
Douglas A. Hacker Christophe Mourey
Its: Senior Vice President and Its: Chief Executive Officer
Chief Financial Officer
Date: Date: August 12, 1996
--------------------- --------------------
United-A320 AM5-3
Exhibit 10.5
AMENDMENT NO. 6
TO THE A320 PURCHASE AGREEMENT
dated as of August 10, 1992
between
AVSA, S.A.R.L.
and
UNITED AIR LINES, INC.
This Amendment No. 6 (hereinafter referred to as the "Amendment")
is entered into as of January 31, 1997, by and between AVSA,
S.A.R.L., a societe a responsabilite limitee organized and
existing under the laws of the Republic of France, having its
registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the "Seller"),
and UNITED AIR LINES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of
America, having its principal corporate offices located at 1200
East Algonquin Road, Elk Grove Village, Illinois 60007
(hereinafter referred to as the "Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into an A320
Purchase Agreement, dated as of August 10, 1992 (which agreement,
as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements, and Amendments attached thereto is
hereinafter called the "Agreement"), which Agreement relates to
the sale by the Seller and the purchase by the Buyer of certain
firmly ordered Airbus Industrie A320-200 model aircraft and
certain Airbus Industrie A320-200 model option aircraft.
Amendment No. 1 to the Agreement was signed on November 24, 1993.
Amendment No. 2 to the Agreement was signed on April 22, 1994.
Amendment No. 3 to the Agreement was signed on March 31, 1995.
Amendment No. 4 to the Agreement was signed on November 27, 1995.
Amendment No. 5 to the Agreement was signed on August 22, 1996.
WHEREAS, the Buyer and the Seller agree to amend Subparagraph 8.1
of Letter Agreement No. 4 to the Agreement.
United - A320
A:\AM6.2
WHEREAS, capitalized terms used herein and not otherwise defined
in this Amendment will have the meaning assigned to them in the
Agreement. The terms "herein," "hereof," and "hereunder" and
words of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
I. FLIGHT CREW TRAINING CREDITS
----------------------------
Subparagraph 8.1 of Letter Agreement No. 4 to the Agreement
is hereby amended by the addition of the following sentence
at the end of such subparagraph.
QUOTE
The Seller also agrees to make available to the Buyer, at
Buyer's option, [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for flight
crew training on the A319 aircraft to be purchased by the
Buyer under the terms of the A319 Purchase Agreement between
the Buyer and the Seller and dated as of August 22, 1996.
UNQUOTE
2. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed amended to the extent herein
provided, and, except as specifically amended hereby, will
continue in full force and effect in accordance with its
original terms.
3. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of disclosure,
the parties (which for this purpose will include their employees,
agents and advisors) will maintain strictly confidential the
terms and conditions of this Amendment and any information,
reports or other data furnished hereunder or in connection with
the negotiation of this Amendment without limiting the generality
of the foregoing. The Buyer will use its reasonable best efforts
to limit the disclosure of the contents of this Amendment to the
extent legally permissible in any filing required to be made by
the Buyer with any governmental agency and will make such
applications as will be necessary to implement the foregoing.
The Buyer and the Seller will consult with each other prior to
the making of any public disclosure or filing permitted hereunder
of this Amendment or the terms and conditions hereof. Each party
will inform the other of receipt of any legal demand, whether by
subpoena, discovery request or otherwise, for disclosure of this
Amendment or its contents. The provisions of this Paragraph 3
will survive any termination of this Amendment.
United - A320
A:\AM6.2 2
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.
Agreed and Accepted, Agreed and Accepted,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Michele Lascaux
Its: Senior Vice President and Its: Director Contracts
Chief Financial Officer
Date: January 31, 1997 Date: January 31, 1997
United - A320
A:\AM6.2 3
Exhibit 10.6
AMENDMENT NO. 7
TO THE A320 PURCHASE AGREEMENT
dated as of August 10, 1992
between
AVSA, S.A.R.L.
and
UNITED AIR LINES, INC.
This Amendment No. 7 (hereinafter referred to as the "Amendment")
is entered into as of January ___, 1997, by and between AVSA,
S.A.R.L., a societe a responsabilite limitee organized and
existing under the laws of the Republic of France, having its
registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the "Seller"),
and UNITED AIR LINES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of
America, having its principal corporate offices located at 1200
East Algonquin Road, Elk Grove Village, Illinois 60007
(hereinafter referred to as the "Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into an A320
Purchase Agreement, dated as of August 10, 1992 (which agreement,
as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements, and Amendments attached thereto is
hereinafter called the "Agreement"), which Agreement relates to
the sale by the Seller and the purchase by the Buyer of certain
firmly ordered Airbus Industrie A320-200 model aircraft and
certain Airbus Industrie A320-200 model option aircraft.
Amendment No. 1 to the Agreement was signed on November 24, 1993.
Amendment No. 2 to the Agreement was signed on April 22, 1994.
Amendment No. 3 to the Agreement was signed on March 31, 1995.
Amendment No. 4 to the Agreement was signed on November 27, 1995.
Amendment No. 5 to the Agreement was signed on August 22, 1996.
Amendment No. 6 to the Agreement was signed on January___, 1997.
WHEREAS, the Buyer and the Seller wish to document their
agreement that the Buyer has [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the
Agreement.
United_A320
A:\AMD7-320.WPD
WHEREAS, capitalized terms used herein and not otherwise defined
in this Amendment will have the meaning assigned to them in the
Agreement. The terms "herein," "hereof," and "hereunder" and
words of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. OPTION AIRCRAFT
---------------
The parties hereby agree that:
(i) the Buyer forthwith [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] under the Agreement; and
(ii) the Seller [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to
the Buyer under the Agreement with specific regard to
Option Aircraft.
(iii) Notwithstanding Paragraph 1 (i) and Paragraph 1
(ii) above, and for the avoidance of doubt, in the
event that [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under
Letter Agreement No. 2 to the A319 Purchase Agreement
with the Seller dated, August 22, 1996 (as it may be
amended and supplemented from time to time, the "A319
Agreement"), then the parties acknowledge and agree
that [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
The Buyer hereby acknowledges for the benefit of the Seller
that the Seller shall have, as of the date hereof,
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] to the Buyer under the
Agreement.
3. EFFECT OF AMENDMENT
-------------------
The Agreement will be deemed amended to the extent herein
provided, and, except as specifically amended hereby, will
continue in full force and effect in accordance with its
original terms.
United - A320
A:\AMD7_320.WPD 2
4. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of
disclosure, the parties (which for this purpose will
include their employees, agents and advisors) will maintain
strictly confidential the terms and conditions of this
Amendment and any information, reports or other data
furnished hereunder or in connection with the negotiation
of this Amendment without limiting the generality of the
foregoing. The Buyer will use its reasonable best efforts
to limit the disclosure of the contents of this Amendment
to the extent legally permissible in any filing required to
be made by the Buyer with any governmental agency and will
make such applications as will be necessary to implement
the foregoing. The Buyer and the Seller will consult with
each other prior to the making of any public disclosure or
filing permitted hereunder of this Amendment or the terms
and conditions hereof. Each party will inform the other of
receipt of any legal demand, whether by subpoena, discovery
request or otherwise, for disclosure of this Amendment or
its contents. The provisions of this Paragraph 4 will
survive any termination of this Amendment.
United - A320
A:\AMD7_320.WPD 3
If the foregoing correctly sets forth our understanding,
please indicate your acceptance by signing in the space provided below.
Agreed and Accepted, Agreed and Accepted,
UNITED AIR LINES, INC. AVSA, S.A.R.L.
By: /s/ Douglas A. Hacker By: /s/ Michele Lascaux
Its: Senior Vice President and Its: Director Contracts
Chief Financial Officer
Date: January 31, 1997 Date: January 31, 1997
United - A320
A:\AMD7_320.WPD 4
Exhibit 11
UAL Corporation and Subsidiary Companies
Calculation of Fully Diluted Net Earnings Per Share
(In Millions, Except Per Share)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996(1)
---- ------
<S> <C> <C>
Earnings:
Earnings before preferred stock
transactions and extraordinary item $ 105 $ 6
Preferred stock dividends (20) (16)
---- ----
Earnings (loss) before preferred
stock transactions and
extraordinary item for fully
diluted calculation 85 (10)
Preferred stock transactions - (6)
Extraordinary loss on early
extinguishment of debt - (29)
---- ----
Net earnings (loss) for fully
diluted calculation $ 85 $ (45)
==== ====
Shares:
Average number of shares of common
stock outstanding during the period 58.8 50.4
Average number of shares of ESOP
preferred stock outstanding
during the period 31.6 19.2
Additional shares assumed issued at
the beginning of the period (or at
the date of issuance) for exercises
of dilutive stock options and stock
award plans (after deducting shares
assumed purchased under the
treasury stock method) 2.7 2.8
---- ----
Average number of shares for fully
diluted calculation 93.1 72.4
==== ====
Fully diluted per share amounts:
Earnings (loss) before extraordinary
item $ 0.92 $(0.22)
Extraordinary loss on early
extinguishment of debt - (0.41)
----- -----
Net earnings (loss) $ 0.92 $(0.63)
===== =====
</TABLE>
- ------------------
(1) This calculation is submitted in accordance with Regulation
S-K item 601(b)(11), although it is contrary to paragraph 40
of APB Opinion No. 15 because it produces an antidilutive result.
Exhibit 12.1
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Months
Ended
March 31
1997 1996
(In Millions)
-------------
<S> <C> <C>
Earnings:
Earnings before income taxes and
extraordinary item $ 171 $ 10
Fixed charges, from below 232 272
Undistributed earnings of affiliates (25) (20)
Interest capitalized (24) (15)
----- -----
Earnings $ 354 $ 247
===== =====
Fixed charges:
Interest expense $ 69 $ 85
Portion of rental expense
representative of the
interest factor 163 187
----- -----
Fixed charges $ 232 $ 272
===== =====
Ratio of earnings to fixed charges 1.53 (a)
===== =====
</TABLE>
- --------------
(a) Earnings were inadequate to cover fixed charges by $25
million in the first quarter of 1996.
Exhibit 12.2
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
<TABLE>
<CAPTION>
Three Months
Ended
March 31
1997 1996
(In Millions)
-------------
<S> <C> <C>
Earnings:
Earnings before income taxes and
extraordinary item $ 171 $ 10
Fixed charges, from below 263 299
Undistributed earnings of affiliates (25) (20)
Interest capitalized (24) (15)
----- -----
Earnings $ 385 $ 274
===== =====
Fixed charges:
Interest expense $ 69 $ 85
Preferred stock dividend requirements 31 27
Portion of rental expense
representative of the interest factor 163 187
----- -----
Fixed charges $ 263 $ 299
===== =====
Ratio of earnings to fixed charges 1.46 (a)
===== =====
</TABLE>
- --------------
(a) Earnings were inadequate to cover fixed charges by $25
million in the first quarter of 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1997 AND CONDENSED STATEMENT
OF CONSOLIDATED FINANCIAL POSITION AS OF MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000,000
<S>
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102
0
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