UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 No. 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 (IRS Employer
incorporation or organization) Identification No.)
Location: 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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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value New York, Chicago and
Pacific Stock Exchanges
Depositary Shares each representing
1/1,000 of a share of Series B
Preferred Stock, without par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
NONE
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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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of voting stock held by non-affiliates of
the Registrant was $2,396,398,415 as of March 1, 2000. The number of
shares of common stock outstanding as of March 1, 2000 was
49,792,290.
Documents Incorporated by Reference
Part III of this Form 10-K incorporates by reference certain
information from the Registrant's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on May 18, 2000.
PART I
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ITEM 1. BUSINESS.
UAL Corporation ("UAL" or the "Company") was incorporated under
the laws of the State of Delaware on December 30, 1968. The world
headquarters of the Company are located at 1200 East Algonquin Road,
Elk Grove Township, Illinois 60007. The Company's mailing address is
P.O. Box 66919, Chicago, Illinois 60666. The telephone number for
the Company is (847) 700-4000.
The Company is a holding company and its principal subsidiary is
United Air Lines, Inc., a Delaware corporation ("United"), which is
wholly owned. United accounted for virtually all of the Company's
revenues and expenses in 1999. United is a major commercial air
transportation company, engaged in the transportation of persons,
property and mail throughout the United States and abroad.
Airline Operations
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During 1999, United carried, on average, more than 243,000
passengers per day and flew more than 125 billion revenue passenger
miles. It is the world's largest airline as measured by revenue
passenger miles flown, providing passenger service in 26 countries.
United operates a global network, which encompasses major cities
such as Chicago, Denver, Los Angeles, New York, Miami, San Francisco,
Washington-Dulles, D.C., in the U.S., and Buenos Aires, Frankfurt,
Hong Kong, London, Mexico City, Paris, Sao Paulo, Sydney and Tokyo in
the international markets. United's network, supplemented with
strategic airline alliances, provides comprehensive transportation
service within North America (the domestic segment), within Latin
America, Europe, and the Pacific (the international segment), and
between these two segments. Operating revenues attributed to
United's North America segment were approximately $12.5 billion in
1999, $12.0 billion in 1998, and $11.2 billion in 1997. Operating
revenues attributed to United's international segment were
approximately $5.5 billion in 1999, $5.5 billion in 1998, and $6.1
billion in 1997.
Since October 1994, United has operated a service, United
Shuttle(R),within its domestic segment. This service is designed to
provide both affordable and profitable air service in highly
competitive markets, as well as critical feed traffic. United
Shuttle is principally concentrated on the West Coast and in Denver.
United Shuttle offers approximately 500 daily flights on 30 routes
among 22 cities in the western United States.
Pacific. Via its Tokyo hub, United provides passenger service
between its U.S. gateway cities (Chicago, Honolulu, Los Angeles, New
York, San Francisco and Seattle) and the Asian cities of Bangkok,
Beijing, Hong Kong, Seoul, Shanghai and Singapore. United also
provides nonstop service between Hong Kong and each of Chicago, Los
Angeles, San Francisco, Singapore, and Tokyo; between San Francisco
and each of Osaka, Sydney and Taipei; and between Los Angeles and
each of Auckland, Melbourne and Sydney. In February 2000, United
replaced its intra-Asian service between Hong Kong and Bangkok with
service between Hong Kong and Singapore. A U.S. - China agreement in
1999 granted United new route authorities, allowing United its first-
ever non-stop flights to China. In April 2000, United plans to add
non-stop service between San Francisco and Shanghai and, in June
2000, Beijing, replacing Tokyo - Beijing service. United will also
add non-stop service between San Francisco and Seoul, Korea in April
2000.
The air services agreement between the U.S. and Japan provides
an unlimited number of frequencies to certain carriers, including
United. United also holds significant traffic rights beyond Japan.
These rights will allow United to add service from Japan to other
Asian points as regulatory, competitive and economic conditions
warrant.
In 1999, United was the leading U.S. carrier in the Pacific in
terms of transpacific available seat miles. United's Pacific
operations accounted for 14.9 % of United's revenues in 1999.
Atlantic. Washington-Dulles is United's primary gateway to
Europe, serving Amsterdam, Brussels, Frankfurt, London, Milan,
Munich, and Paris. United also provides nonstop passenger service
between six other U.S. cities and London, as well as service between
London and each of Brussels and Amsterdam; nonstop service between
Paris and each of Chicago and San Francisco; and nonstop service
between Chicago and each of Dusseldorf and Frankfurt. New nonstop
service between Los Angeles and Paris will begin in April 2000, and
new service between San Francisco and Frankfurt will begin in June
2000. In 1999, United's Atlantic operations accounted for 10.9 % of
United's revenues.
The European Commission's ("EC") investigation into
transatlantic alliances, such as the alliance between United,
Lufthansa, and SAS, is still on-going. The former Commission team
investigating the alliance proposed certain conditions, such as
frequency reductions, slot forfeitures, prohibitions on combining
frequent flyer programs, and restrictions on display screens of
computer reservation systems, which, if implemented, could impair the
efficiency of United's alliance with Lufthansa and SAS. A new EC
team is now in place following the resignation en masse of the former
Commission, but it has not yet given a clear indication of its
current position on these alliances.
In addition, the EC has issued a consultation paper regarding a
potential comprehensive passengers' bill of rights. United has filed
comments with the EC regarding the consultation paper. It is too
early to determine if any regulations will result from the
consultation paper, or if such regulations will have any material
impact upon United.
Latin America. During 1999, United's primary gateway was Miami,
providing passenger service between Miami and each of Buenos Aires,
Caracas, Lima, Montevideo (one stop), Rio de Janeiro, Santiago and
Sao Paolo. United also provided service between Los Angeles and each
of Guatemala City, Mexico City, and San Salvador; between New York
and each of Buenos Aires, Sao Paolo, and San Juan; between Chicago
and each of Buenos Aires, Mexico City, San Juan, St. Thomas, and Sao
Paolo; between Mexico City and each of San Francisco and Washington
Dulles; and between Washington-Dulles and St. Thomas. United also
provides service between San Jose, Costa Rica and each of Mexico City
and Guatemala City. New York - Caracas service was discontinued
during 1999 and effective March 3, 2000, service to Lima was
discontinued. In 1999, United's Latin America operations accounted
for 4.4 % of United's revenues.
Financial information relative to the Company's operating
segments can be found in Note 19 to the Consolidated Financial
Statements in this Form 10-K.
United Cargo. In 1999, United Cargo generated over $900 million
in freight and mail revenue, despite the fact that during the first
six months of the year, all four of its dedicated DC10-30 freighter
aircraft underwent heavy maintenance visits, for an aggregate of 151
days. United continued to carry the leading market share of its
largest customer, the U.S. Postal Service, of all U.S. combination
carriers.
During 1999, United Cargo introduced a premium express service,
TD.Guaranteed(sm), designed to serve the growing world market for
highly reliable, time definite shipments. A United Cargo website was
also launched, providing among other things immediate access to
flight information, booking capability, real-time tracking, and
tracing updates. Over the next three years, significant investments
to upgrade cargo facilities, both domestically and internationally,
are expected to be made, such as new facilities in Los Angeles and
Miami to support growing cargo activity in the Pacific and Latin
America.
United's Premier Partner(sm) Program is being enhanced for 2000
to allow for improved incentives to key freight forwarders. The
Premier Partner program offers select freight forwarders preferred
handling of cargo shipments, and provides recognition and rewards for
their loyalty. The goal is to develop a partnership with these
customers, while increasing the revenue they generate.
Fuel. Changes in fuel prices are industry-wide occurrences that
benefit or harm United's competitors as well as United, although fuel-
hedging activities may affect the degree to which fuel-price changes
affect individual companies. To assure adequate supplies of fuel and
to provide a measure of control over fuel costs, United ships fuel on
major pipelines and stores fuel close to its major hub locations.
United's results of operations are significantly affected by the
price and availability of jet fuel. It is estimated that, absent
hedging, every $.01 change in the average annual price-per-gallon of
jet fuel causes a change of approximately $31 million in United's
annual fuel costs. The average price per gallon of jet fuel in 1999
decreased 2%, as compared to the previous year. But in 2000, fuel
costs have been rising sharply, prompting airlines, United included,
to impose a fuel surcharge on the price of passenger tickets.
The impact of rising fuel costs is somewhat tempered by United's
fuel hedging program. United pursues an options based strategy in
which the upside is retained while the downside is eliminated. At
the end of 1999, 75% of United's fuel exposure was hedged, but the
goal is for fuel exposure in 2000 to be 100% hedged by the end of the
first quarter.
Insurance. United carries liability insurance of a type
customary in the air transportation industry, in amounts which it
deems adequate, covering passenger liability, public liability and
property damage liability. The amount recoverable by United under
aircraft-hull insurance covering all damage to its aircraft is not
subject to any deductible amount in the event of a total loss.
Marketing Strategy
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Besides offering convenient scheduling throughout its domestic
and international segments, United seeks to attract high yield
customers and create customer preference by providing a comprehensive
network, an attractive frequent-flyer program, and enhanced service
initiatives.
Alliances. United has formed bilateral alliances with other
airlines to provide its customers more choices and to participate
worldwide in markets that it cannot serve directly for commercial or
governmental reasons. An alliance is a collaborative marketing
arrangement between carriers which can include joint frequent flyer
participation, code-sharing of flight operations, coordination of
reservations, baggage handling, and flight schedules, and other
resource sharing activities. "Code-sharing" is an agreement under
which a carrier's flights can be marketed under the two-letter
airline designator code of another carrier. Through an alliance,
carriers can provide their customers a seamless global travel network
under their own airline code. United now participates in a
multilateral alliance, the Star Alliance(TM).
The Star Alliance is an integrated worldwide transport network,
which provides customers with global recognition and a wide range of
other benefits. Collectively, the Star Alliance carriers served more
than 792 destinations in over 112 countries during 1999. The Star
Alliance should enable its member carriers to more effectively
compete with other worldwide alliances.
In addition to existing members United, Lufthansa, Air Canada,
SAS, Thai Airways, and Varig, the Star Alliance welcomed several new
carriers in 1999, including Air New Zealand, Ansett Australia, and
All Nippon Airways. In 2000, the Star Alliance will grow to include
Mexicana, Singapore Airways, the Austrian Airlines Group and British
Midland. United holds integrated antitrust immunity with Lufthansa
and SAS, and bilateral immunity with Air Canada.
Other bilateral alliance air carriers include Spanair, Aeromar,
ALM Antillean, Aloha, Cayman Airways, Continental Connection,
Emirates, Saudi Arabian Airlines, and TW Express.
In addition, United has a marketing program in North America
known as the United Expressr, under which independent regional
carriers, utilizing turboprop equipment and regional jets, feed
United's major airports and international gateways. The carriers in
the United Express program provide service to United at 182 airports.
Frequent Flyer Program. United established the Mileage Plus(R)
frequent flyer program to develop and retain passenger loyalty by
offering awards and services to frequent travelers. Over 38 million
members have enrolled in Mileage Plus since it was started in 1981.
Mileage Plus members earn mileage credit for flights on United,
United Shuttle, United Express, the Star Alliance carriers and
certain other airlines which participate in the program. Miles can
also be earned by utilizing the goods and services of other program
participants, such as hotels, car rental companies, bank credit card
issuers, and a variety of other businesses. Mileage credits can be
redeemed for free, discounted or upgraded travel awards on United and
other participating airlines, or, to a limited extent, other travel
and non-travel industry awards.
Travel awards can be redeemed at the "Standard" level for any
unsold seat on any United flight to every destination served by
United. Redemption at the "Saver" award level, however, is
restricted with blackout dates and capacity controlled inventory,
thereby limiting the use of Saver awards on certain flights.
When a travel award level is attained, liability is recorded for
the incremental costs of providing travel, based on expected
redemptions. United's incremental costs include the additional costs
of providing service to the award recipient, such as fuel, meal,
personnel and ticketing costs, for what would otherwise be a vacant
seat. The incremental costs do not include any contribution to
overhead or profit.
In August 1999, the Mileage Plus program changed its mileage
expiration policy so that miles will no longer expire, provided a
member earns or redeems any amount of miles at least once every 36
months. At December 31, 1999, the estimated number of outstanding
awards was approximately 7.0 million, as compared with 6.1 million at
the end of the prior year. United estimates that 5.8 million of such
awards will ultimately be redeemed and, accordingly, has recorded a
liability amounting to $175 million. Based on historical data, the
difference between the awards expected to be redeemed and the total
awards outstanding arises because: (1) some awards will never be
redeemed, (2) some will be redeemed for non-travel benefits, and (3)
some will be redeemed on partner carriers.
In 1999, 2.24 million Mileage Plus travel awards were used on
United. This number represents the number of free awards actually
flown in 1999 and not the number of seats that were allocated to
award travel. In 1998, 2.13 million awards were used, while 1.82
million awards were used in 1997. Such awards represented 8.7% of
United's total revenue passenger miles in 1999, 8.6% in 1998, and
7.7% in 1997. These low percentages, as well as passengers'
preference for the more restricted Saver awards, keep displacement,
if any, of revenue passengers by users of Mileage Plus awards to a
minimum. Free award seats flown on United represent 66% of the total
awards issued of which 83% are used for travel within the U.S. and
Canada. In addition to the awards issued for travel on United,
approximately 10% of the total awards issued are used for travel on
partner airlines.
Economy Plus(sm). United announced in August 1999 the
reconfiguration of the first six to eleven rows of the United Economy
cabins in its aircraft serving the domestic market, thereby providing
four to five additional inches of legroom for customers sitting in
the reconfigured rows. The number of seats in Economy Plus varies
depending on the aircraft type. This initiative is designed to serve
as recognition for United's Premier(R) frequent-flyer and full-fare
United Economy customers, many of whom often travel in the United
Economy cabin, and to increase their satisfaction with United.
United is the first U.S. airline to offer additional legroom to its
domestic customers. Approximately 450 aircraft will have been
reconfigured with Economy Plus by March 2000.
Electronic Commerce. While airlines continue to use computer
reservation systems ("CRS") to book travel, the cost conscious
leisure passengers, as well as the mid-market and corporate
consumers, are increasingly turning to online avenues to meet their
travel needs. Hence, United, as well as the airline industry in
general, is using e-commerce to strengthen and enhance its market
position. United added websites to capture new market segments, while
reducing the cost of booking transportation. United continued to
build its internet network in 1999 by establishing and/or expanding
its partnerships with companies such as GetThere.com, BuyTravel.com,
and Priceline.com. United also announced in November 1999 that it
had formed a partnership with other major U.S. air carriers to form a
new independently owned travel website, which will be the first multi-
airline travel portal.
On January 13, 2000, United unveiled plans to launch an e-
commerce subsidiary that will be dedicated to maximizing the sale of
travel products over the Internet and Internet enabled-devices. By
dedicating resources and employees to e-commerce, United expects the
new e-commerce enterprise to focus on managing and growing its suite
of customer-focused e-commerce and e-service products. An e-commerce
division, consisting of a cross-functional team of nearly 70
employees from United's marketing and technical disciplines, was
initially created; ultimately, this group will be transferred to the
new subsidiary. This e-commerce unit will use technology and the
Internet to develop and increase lower-cost distribution channels and
to develop new customer interfaces for the purpose of enhancing
customer service opportunities. By establishing the e-commerce unit
now, United will be in a better position to further capitalize on
distribution cost savings and to enhance its value proposition to its
customers.
Our United Commitment(sm). To renew its commitment to improve key
areas of customer satisfaction and as part of an industry-wide,
voluntary initiative, United unveiled its comprehensive customer
service plan, Our United Commitment, in September 1999. Our United
Commitment addresses issues identified by United's frequent flyer
customers as being most important to them, such as improved
communication, increased information throughout the travel
experience, more efficient baggage handling and greater
responsiveness to customer inquiries. United began deploying Our
United Commitment in December 1999 after training nearly 24,000
customer service agents, reservation agents and United Express
partners on the implementation of the plan. The company plans to
train all employees who directly work with customers.
Industry Conditions
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Seasonality. Air travel business is subject to seasonal
fluctuations. United's first- and fourth-quarter results normally
are affected by reduced travel demand in the fall and winter, and
United's operations are often affected adversely by winter weather.
Thus, operating results for the Company are generally better in the
second and third quarters. The fourth quarter of 1999 was also
adversely affected by world-wide public fear of the potentially
adverse impact of the "Y2K" problem on flight- related computer
systems.
Competition. The airline industry is highly competitive. In
domestic markets, new and existing carriers are free to initiate
service on any route. United's domestic competitors include all of
the other major U.S. airlines as well as regional carriers, some of
which have lower cost structures than United.
In its international service, United competes not only with U.S.
carriers but also with foreign carriers, including national flag
carriers, which in certain instances enjoy forms of governmental
support not available to U.S. carriers. Competition on certain
international routes is subject to varying degrees of governmental
regulations (see "Government Regulation"). United has advantages
over foreign air carriers in the United States because of its ability
to generate U.S. origin-destination traffic from its integrated
domestic route systems, and because foreign carriers are prohibited
by U.S. law from carrying local passengers between two points (known
as cabotage) in the United States. United experiences comparable
restrictions in foreign countries.
In addition, U.S. carriers are often constrained from carrying
passengers to points beyond designated international gateway cities
due to limitations in air service agreements or restrictions imposed
unilaterally by foreign governments. To compensate for these
structural limitations, U.S. and foreign carriers have entered into
alliances and marketing arrangements which allow the carriers to
provide feed to each others' flights. (See "Marketing Strategy -
Alliances")
In 1998, the U.S. Department of Transportation (DOT) proposed
its "Statement of Enforcement Policy Regarding Unfair and
Exclusionary Conduct." This proposal (Competition Guidelines) was in
response to alleged high airfares and complaints of predatory
activities by major carriers against new entrants. Competition
Guidelines would have injected government regulation into carrier
decisions on pricing and capacity. With Congressional and
Presidential elections slated for November of 2000, it is unclear
whether the DOT will issue final guidelines in 2000 because of their
controversial nature.
Distribution Channels. The overwhelming majority of United's
airline inventory continues to be distributed through the traditional
channels of travel agencies and computer reservation systems (CRS).
United's Apollo reservation system is hosted by Galileo
International, a CRS in which United holds approximately a 15% equity
interest. In December 1999, United and Galileo signed a new five
year agreement which provides, among other things, for joint sales
force initiatives, extension of the hosting of United's reservation
system, and significant increases in Galileo resources dedicated to
supporting the hosted services.
In recent years, the airline industry has initiated cuts in
travel agency commissions in an effort to control distribution costs.
In October 1999, United prompted a restructuring of base travel
agency commissions for tickets purchased in the U.S. and Canada for
all domestic and international travel by reducing the commission rate
to 5% and capping commissions at $50 for domestic travel and $100 for
international travel.
The use of electronic distribution systems also provides an
important tool for lowering costs and expanding United's reach to
potential customers. (See "Marketing Strategy -- Electronic
Commerce.")
Government Regulation
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General. All carriers engaged in air transportation in the
United States are subject to regulation by the U.S. Department of
Transportation ("DOT"). The DOT has authority to: issue certificates
of public convenience and necessity for domestic air transportation
and, through the Federal Aviation Administration ("FAA"), air-carrier
operating certificates; authorize the provision of foreign air
transportation by U.S. carriers; prohibit unjust discrimination;
prescribe forms of accounts and require reports from air carriers;
regulate methods of competition, including the provision and use of
computerized reservation systems; and administer regulations
providing for consumer protection, including regulations governing
the accessibility of air transportation facilities for handicapped
individuals. United holds certificates of public convenience and
necessity, as well as air-carrier operating certificates, and
therefore is subject to DOT regulations. The FAA administers the
U.S. air traffic control system and oversees aviation safety issues.
United's operations require licenses issued by the aviation
authorities of the foreign countries that United serves. Foreign
aviation authorities may from time to time impose a greater degree of
economic regulation than exists with respect to United's domestic
operations. United's ability to serve some international markets and
its expansion into many of these markets are presently restricted by
lack of aviation agreements to allow such service or, in some cases,
by the restrictive terms of such agreements.
In connection with its international services, United is
required to make regular filings with the DOT and to observe tariffs
establishing the fares charged and the rules governing the
transportation provided. In certain cases, fares and schedules
require the approval of the relevant foreign governments. Shifts in
United States or foreign government aviation policies can lead to the
alteration or termination of existing air service agreements between
the U.S. and other governments, and could diminish the value of
United's international route authority. United's operating rights
under the air services agreements may not be preservable in such
cases.
Airport Access. Take-off and landing rights ("slots") at
Chicago O'Hare International, New York John F. Kennedy International,
New York LaGuardia and Washington Reagan National airports are
limited by the "high density traffic rule." Under this rule, slots
may be bought, sold or traded. The DOT, however, can require
carriers to relinquish slots for reallocation if they fail to meet
certain minimum-use standards.
For the past few years, the DOT has been confiscating slots from
incumbent carriers at Chicago O'Hare, including United, to provide
more opportunities for foreign carriers. United holds a sufficient
number of slots at airports subject to the high-density rule, but its
ability to expand could be constrained if sufficient additional slots
are not available on satisfactory terms.
Throughout 1999, negotiations continued in Congress over
legislation to lift the high density rule at Chicago O'Hare and New
York City's LaGuardia and JFK airports. The proposed legislation
calls for the abolishment of the rule at O'Hare by 2002 and by 2007
for the New York City airports. In the interim, slot exemptions
would be available to new entrants and carriers providing service to
small and non-hub airports. On March 5, 2000, Congressional
negotiators from the House and Senate announced an agreement to
eliminate the high density rule. If the agreed legislation is
enacted, exemptions to the rule for some international flights and
service to smaller communities could be in place as early as May
2000.
United currently has a sufficient number of leased gates and
other airport facilities, but expansion by United may be constrained
at certain airports by insufficient availability of gates on
attractive terms or other factors, such as noise restrictions.
Safety. The FAA has regulatory jurisdiction over flight
operations generally, including equipment, ground facilities,
maintenance, communications and other matters. United's aircraft and
engines are maintained in accordance with the standards and
procedures recommended and approved by the manufacturers and the FAA.
From time to time, the FAA issues airworthiness directives
("ADs") which require air carriers to undertake inspections and to
make unscheduled modifications and improvements on aircraft, engines
and related components and parts. The ADs sometimes cause United to
incur substantial, unplanned expense when aircraft or engines are
removed from service prematurely in order to undergo mandated
inspections or modifications. The issuance of any particular AD may
have a greater or lesser impact on United, compared to its
competitors, depending upon the equipment covered by the directive.
Civil and criminal sanctions may be assessed for not complying with
the ADs.
The DOT announced in 1999 a new plan to require U.S. carriers to
establish DOT approved programs for auditing the safety and security
of their foreign code-share partners. The DOT has yet to announce
details of the program, but at a minimum, the program will require
compliance with the standards of the International Civil Aviation
Organization (ICAO). Safety audits must be conducted on both
prospective and on-going code-share partners. The FAA will review
the audits and make recommendations to the DOT. The Air Transport
Association, an industry organization to which United belongs, and
the DOT have signed a Memorandum of Understanding, setting out
procedures for auditing the safety of code-share partners that carry
Department of Defense personnel. These procedures may be a starting
point for auditing foreign code-share partners under the new DOT
regime.
Environmental Regulations. By December 31, 1999, United met
Stage 3 requirements by retiring some Stage 2 aircraft and replacing
them with newer Stage 3 aircraft, and by retrofitting the remaining
Stage 2 aircraft with special equipment (known in the industry as
"hushkits") or by restricting their takeoff gross weight. The cost
to do so has been minimal as most of the hushkits were acquired
through an exchange program with Federal Express.
United operates a number of underground and above-ground storage
tanks throughout its system. They are used for the storage of fuels
and deicing fluids. United has been identified as a potentially
responsible party in some state and federal recovery actions
involving soil and ground water contamination. The Company has been
working with the relevant government agencies to resolve the issues
and believes they will be resolved without material adverse effect on
the Company.
Other Government Matters. Other federal agencies with
jurisdiction over certain aspects of United's operations include the
Department of Justice (Antitrust Division and Immigration and
Naturalization Service); the Equal Employment Opportunity Commission;
the Department of Labor (Occupational Safety and Health
Administration, and Office of Federal Contract Compliance Programs of
the Employment Standards Administration); the National Mediation
Board; the National Transportation Safety Board; the Treasury
Department (U.S. Customs Service, the Bureau of Alcohol, Tobacco, and
Firearms, and the Internal Revenue Service); the Federal
Communications Commission (use of radio facilities by aircraft); and
the United States Postal Service (carriage of domestic and
international mail). United is also subject to varying degrees of
regulation by foreign governments. In time of war or certain other
national emergencies, the U.S. government may require United to
provide airlift services under the Civil Reserve Air Fleet Program.
Employees - Labor Matters
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At December 31, 1999, the Company and its subsidiaries had more
than 100,000 employees. Approximately 79 % of United's employees are
represented by various labor organizations.
The employee groups, number of employees, labor organization and
current contract status for each of United's major collective
bargaining groups as of December 31, 1999 are as follows:
Number of Contract Open
Employee Group Employees Union for Amendment
-------------- --------- ----- -------------
Pilots 9,612 ALPA April 12, 2000
Flight Attendants 23,578 AFA March 1, 2006
Mechanics 12,881 IAM July 12, 2000
Ramp & Cabin
Service 13,335 IAM July 12, 2000
Passenger Service 19,950 IAM July 12, 2000
Corporate Governance and the ESOPs
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Background. In July 1994, the stockholders of UAL approved a
plan of recapitalization that provided an approximately 55% equity
and voting interest in UAL to certain employees of United, in
exchange for wage concessions and work-rule changes. The employees'
equity interest is being allocated to individual employee accounts
through the year 2000 under Employee Stock Ownership Plans ("ESOPs")
which were created as part of the recapitalization. The entire ESOP
voting interest is voted by the ESOP trustee at the direction of, and
on behalf of, the employees participating in the ESOPs.
As part of the recapitalization, the Company's stockholders
approved an elaborate governance structure, which is contained
principally in the Company's Restated Certificate of Incorporation
("UAL Charter") and the ESOPs. Among other matters, the UAL Charter
provides that the Company's Board of Directors is to consist of five
public directors, four independent directors, and three employee
directors who are appointed by different classes of stockholders.
(See the Company's Proxy Statement for its Annual Meeting of
Shareholders for information concerning the processes for electing
the directors and for Board committee requirements.) A number of
special shareholder and Board voting requirements were also
established, as summarized below.
Special Voting. In specified circumstances ("Extraordinary
Matters"), actions by UAL or United require approval of
either (a) 75% of the entire Board, including at least one union
director, or (b) 75% of the voting stock present at a stockholder
meeting. "Extraordinary Matters" include certain business
transactions outside the ordinary course of business, significant
asset dispositions, and most issuances of equity securities. Most
issuances of equity securities are also subject to a first refusal
agreement in favor of employees participating in the ESOPs.
Other special voting requirements apply to amendments to the UAL
Charter and certain bylaws, repurchases of common stock, stock sales
to employee benefit plans, and business transactions with labor.
In the case of a merger or Control Transaction (defined below)
that involves an Uninstructed Trustee Action (defined below), any
required stockholder approval must also include at least a majority
of the votes represented by all outstanding shares of the Director
Preferred Stocks (defined below), the Common Stock and such other
classes and series of stock that vote together with the Common Stock
as a single class ("Single Class Voting").
"Sunset." The Voting Preferred Stock (see Item 8, Note 13, to
Consolidated Financial Statements) outstanding at any time commands
voting power for approximately 55% of the vote of all classes of
capital stock in all matters requiring a stockholder vote, other than
the election of members of the Board of Directors. The Voting
Preferred Stock will generally continue to represent approximately
55% of the aggregate voting power until Sunset, even though the
Common Stock issuable upon conversion of the ESOP stock may represent
less than 55% of the fully diluted Common Stock of the Company.
Sunset will occur when the common shares issuable upon conversion of
Class 1 and Class 2 ESOP Preferred Stock (see Item 8, Note 13, to the
Consolidated Financial Statements), plus any common equity (generally
common stock issued or issuable at the time of the recapitalization)
held by any other Company sponsored employee benefit plans, plus any
available unissued ESOP shares held in the ESOPs, equal, in the
aggregate, less than 20% of the common equity and available unissued
ESOP shares of the Company.
At Sunset, the UAL Charter provides that the unique governance
and voting provisions will expire, except that (i) employee group
representatives can be expected to continue to have the right to
elect three directors indefinitely and (ii) as discussed below, the
voting rights of Director Preferred Stock may continue until July 12,
2010 if Sunset occurs for specified reasons prior to that date. For
purposes of measuring the Sunset, employee ownership was
approximately 64.41% at December 31, 1999.
Control Transactions. A "Control Transaction" is a tender or
exchange offer, or other opportunity to dispose of or convert at
least 3% of UAL common stock, preferred stock convertible into common
stock, and Voting Preferred Stocks, or any transaction or series of
related transactions in which any person or group acquires or seeks
to acquire control of the Company or of all or substantially all of
the assets of the Company and its subsidiaries. In a Control
Transaction, ESOP participants are entitled to instruct the ESOP
trustee as to whether to tender, sell, convert or otherwise dispose
of shares allocated to their accounts under the ESOP, and current
employees who are ESOP participants may give the same instructions
for ESOP shares that have been issued, but not yet allocated to
participants. Shares held by the Supplemental ESOP will be tendered
or directed by the Supplemental ESOP Committee.
ESOP Investments. The ESOP is required to be invested 100% in
UAL or United common or convertible preferred stock. Limited
diversification is permitted beginning in 2004. If a Control
Transaction results in the sale or exchange of any shares held by the
ESOPs, the proceeds will be used to acquire, to the extent possible,
shares of common stock or convertible preferred stock of UAL, an
affiliated company, or successor employer, that qualify as "employer
securities" under Internal Revenue Code Section 409(l). The shares
must be issued by a company that meets the requirements of Section
12B of the Securities Exchange Act of 1934, as amended, and, if the
issuer is not UAL or United, that has a Moody's senior long-term debt
rating equal to or better than UAL and United at such time. If such
securities cannot be acquired, then the Company will make appropriate
arrangements reasonably satisfactory to ALPA and the IAM to protect
the interests of the participants.
Uninstructed Trustee Actions. An "Uninstructed Trustee Action"
refers to situations in which the ESOP trustee adopts a course of
action without obtaining instructions from the ESOP participants, or
disregards their instructions, including situations involving Control
Transactions. Under specific circumstances, this action can cause
the Voting Preferred Stocks to be converted into Common Stock, with
the special voting rights of these shares transferring to the
Director Preferred Stocks (defined as Class Pilot MEC, IAM, and SAM
junior preferred stock -- see Item 8, Note 13, to the Consolidated
Financial Statements) in the following approximate percentages: to
the holder of the Class Pilot MEC Preferred Stock, 46.23%; to the
holder of the Class IAM Preferred Stock, 37.13% ; and to the holders
of the Class SAM Preferred Stock, 16.64%. The Director Preferred
Stocks will continue to hold the Single Class Voting Rights until
Sunset, or if Sunset occurs because of, or within one year of, an
Uninstructed Trustee Action, until July 12, 2010.
Uninstructed Trustee Actions that give rise to a transfer of
voting rights are:
(1) The ESOP trustee fails to solicit timely instructions or
fails to act in accordance with such instructions (see below
for reasons), with respect to the following:
(a) But for the transfer of voting rights, a stockholders
vote would have been sufficient to approve a merger or
Control Transaction involving UAL or United, or if no
vote is required, the ESOP trustee enters into a
binding commitment in connection with a Control
Transaction; or
(b) the ESOP trustee disposes of 10% or more of the
common equity represented by the Class 1 and Class 2 ESOP
Preferred Stock (other than in connection with the usual
distribution or diversification under the ESOP); and
(2) (a) such transaction would not have been approved
if the trustee had solicited and/or followed the
instructions; (b) no timely solicitation of instructions
occurs, and the matter would not have been approved had the
ESOP trustee cast all its votes against the matter, or (c)
the matter does not require a stockholder vote to approve
such transaction.
An ESOP trustee's disregard of instructions gives rise to an
Uninstructed Trustee Action only when the failure to follow the
instructions is attributable to (1) the trustee's conclusion that its
fiduciary responsibilities require the trustee to not follow the
instructions or (2) the ESOP provisions relating to soliciting are
unenforceable.
This section is intended as a general summary only and is
qualified in its entirety by reference to the UAL Charter, the
Stockholders' Agreements, the First Refusal Agreement, the ESOPs and
the other exhibits to this Form 10-K
ITEM 2. PROPERTIES.
Flight Equipment
- ----------------
As of December 31, 1999, United's operating aircraft fleet
totaled 594 jet aircraft, of which 277 were owned and 317 were
leased. These aircraft are listed below:
Average Average
Aircraft Type No. of Seats Owned Leased* Total Age (Years)
------------- ------------ ----- ------- ----- -----------
A319-100 126 11 17 28 1
A320-200 144 14 42 56 4
B727-200 147 67 8 75 21
B737-200 109 24 0 24 20
B737-300 129 10 91 101 11
B737-500 112 27 30 57 7
B747-200 369 0 7 7 23
B747-400 363 22 21 43 5
B757-200 182 41 57 98 8
B767-200 168 19 0 19 17
B767-300 218 12 20 32 5
B777-200 292 22 18 40 3
DC10-10 287 6 1 7 25
DC10-30 298 0 3 3 22
DC10-30F N/A 2 2 4 20
TOTAL OPERATING
FLEET 277 317 594 10
=== === ===
* United's aircraft leases have initial terms of 10 to 26 years,
and expiration dates range from 2000 through 2020. Under the
terms of leases for 310 of the aircraft in the operating fleet,
United has the right to purchase the aircraft at the end of the
lease term, in some cases at fair market value and in others at
fair market value or a percentage of cost.
As of December 31, 1999, 52 of the 277 aircraft owned by United
were encumbered under debt agreements.
The following table sets forth United's firm aircraft orders and
expected delivery schedules as of December 31, 1999:
Aircraft Type Number To Be Delivered Delivery Rate
------------- ------ --------------- -------------
A319-100 19 2000-2001 0-2 per month
A320-200 30 2000-2001 0-3 per month
B747-400 1 2000-2001
B767-300 5 2000-2001 0-1 per month
B777-200 21 2000-2002 0-2 per month
Total 76
Ground Facilities and Equipment
- -------------------------------
United has entered into various leases relating to its use of
airport-landing areas, gates, hangar sites, terminal buildings and
other airport facilities in most of the municipalities it serves.
Major leases expire at Chicago O'Hare in 2018, Los Angeles in 2021,
San Francisco in 2011, and Washington Dulles in 2014. United also
has leased ticketing, sales and general office space in the downtown
and outlying areas of most of the larger cities in its system. In
suburban Chicago, United owns a 106-acre complex consisting of more
than one million square feet of office space for its world
headquarters, a computer facility and a training center.
United's Maintenance Operation Center ("MOC") at San Francisco
International Airport occupies 129 acres of land, three-million
square feet of floor space and 12 aircraft hangar docks under a lease
expiring in 2003, with an option to extend for 10 years. United's
Indianapolis Maintenance Center, a major aircraft maintenance and
overhaul facility, is operated under a lease with the Indianapolis
Airport Authority that expires in 2031. United also has a major
facility at the Oakland, California airport, dedicated to widebody
airframe maintenance.
At Denver International Airport, United operates under a lease
and use agreement expiring in 2025, and occupies 48 gates and more
than one million square feet of exclusive or preferential use
terminal building space. United's flight training center, located at
the former Stapleton International Airport, was purchased by United
from the City and County of Denver and can accommodate 36 flight
simulators and more than 90 computer-based training stations.
ITEM 3. LEGAL PROCEEDINGS.
No material legal proceedings pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders of the
Company during the fourth quarter of 1999.
Executive Officers of the Registrant
- ------------------------------------
Information regarding the executive officers of the Company is
as follows:
James E. Goodwin. Age 55. Mr. Goodwin has been Chairman and
Chief Executive Officer of the Company and United since July 1999.
Prior to his current position, he was President and Chief Operating
Officer of the Company and United from September 1998; from April
1995 until September 1998, he served as Senior Vice President - North
America of United; and from 1992 to 1995, he served as Senior Vice
President - International of United.
Rono Dutta. Age 48. Mr. Dutta has been President of the
Company and United since July 1999. Prior to his current position,
he had served as Senior Vice President - Planning of United since
November 1994 and became an executive officer of the Company in April
1995.
Douglas A. Hacker. Age 44. Mr. Hacker has been Executive Vice
President and Chief Financial Officer of the Company and Executive
Vice President - Finance & Planning and Chief Financial Officer of
United since July 1999. Prior to his current position, he had served
as Senior Vice President and Chief Financial Officer for the Company
and United.
William P. Hobgood. Age 61. Mr. Hobgood has been Senior Vice
President - People of United since March 1997 and Senior Vice
President of the Company since September 1999. From 1981 until
joining United, he was in private practice as an attorney
specializing in mediation and arbitration, including labor-management
issues.
Francesca M. Maher. Age 42. Ms. Maher has been Senior Vice
President, General Counsel and Secretary of the Company and United
since October 1998. From June 1997 until October 1998, she was Vice
President, General Counsel and Secretary of the Company and United.
From April 1993 until June 1997, she was Vice President - Law and
Corporate Secretary of the Company. With respect to United, she was
VP-Law, Deputy General Counsel and Corporate Secretary from October
1994 to June 1997.
Andrew P. Studdert. Age 43. Mr. Studdert has been Executive
Vice President and Chief Operating Officer of the Company and of
United since July 1999. Prior to his current position, he served as
Senior Vice President - Fleet Operations of United from September
1997. He served as Senior Vice President and Chief Information
Officer of United from April 1995 to September 1997. Prior to
joining United, he was an independent information systems consultant
from July 1994 to March 1995.
There are no family relationships among the executive officers
of the Company. The executive officers of the Company serve at the
discretion of the Board of Directors.
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Stock, $.01 par value (the "Common Stock"),
is traded principally on the New York Stock Exchange (the "NYSE")
under the symbol UAL, and is also listed on the Chicago Stock
Exchange and the Pacific Stock Exchange. The following sets forth
for the periods indicated the high and low sales prices per share of
the Company's Common Stock on the NYSE Composite Tape.
High Low
---- ---
1999:
1st quarter $ 80 1/4 $ 57 9/16
2nd quarter 87 3/8 60 1/16
3rd quarter 69 3/8 58 3/16
4th quarter 78 3/4 60 1/8
1998:
1st quarter $ 95 1/4 $ 82
2nd quarter 97 1/2 73 1/16
3rd quarter 94 56
4th quarter 70 7/8 55 1/4
No dividends have been declared on the Company's common stock
during the past five years. On November 1, 1999, the Company
announced its intentions to begin a dividend program, which would
include all public stockholders and ESOP participants. An amendment
to the UAL Charter is necessary to allow holders of certain ESOP
preferred stock to participate in any dividend on common stock in the
same manner as holders of common stock. This amendment is being
submitted to UAL stockholders at the annual meeting on May 18, 2000.
The payment of any future dividends on the Common Stock and the
amount thereof will be determined by the Board of Directors of the
Company based on earnings, the financial condition of the Company and
other relevant factors.
At March 1, 2000, based on reports by the Company's transfer
agent for the Common Stock, there were 13,878 common stockholders of
record.
Item 6. Selected Financial Data and Operating Statistics
------------------------------------------------
<TABLE>
<CAPTION>
(In Millions, Except Per Year Ended December 31
Share and Rates) 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating revenues $18,027 $17,561 $17,378 $16,362 $14,943
Earnings before
extraordinary item 1,238 821 958 600 378
Extraordinary loss on early
extinguishment of debt,
net of tax (3) - (9) (67) (29)
Net earnings 1,235 821 949 533 349
Per share amounts, diluted:
Earnings before
extraordinary item 9.97 6.83 9.04 5.85 5.23
Extraordinary loss on early
extinguishment of debt (0.03) - (0.09) (0.79) (0.41)
Net earnings 9.94 6.83 8.95 5.06 4.82
Total assets at year-end 20,963 18,559 15,464 12,677 11,641
Long-term debt and capital
lease obligations, including
current portion, and redeemable
preferred stock 5,369 5,345 4,278 3,385 4,102
Revenue passengers 87 87 84 82 79
Revenue passenger miles 125,465 124,609 121,426 116,697 111,811
Available seat miles 176,686 174,008 169,110 162,843 158,569
Passenger load factor 71.0% 71.6% 71.8% 71.7% 70.5%
Breakeven passenger load factor 64.9% 64.9% 66.0% 66.0% 66.1%
Passenger revenue per
passenger mile (in cents) 12.5 12.4 12.6 12.4 11.8
Operating revenue per available
seat mile (in cents) 10.2 10.1 10.3 10.0 9.4
Operating expense per available
seat mile (in cents) 9.4 9.2 9.5 9.3 8.9
Operating expense per available
seat mile excluding ESOP
charges (in cents) 9.0 8.8 8.9 8.9 8.6
Fuel gallons consumed 3,065 3,029 2,964 2,883 2,822
Average price per gallon of
jet fuel (in cents) 57.9 59.0 69.5 72.2 59.5
</TABLE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
This section contains various forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which are identified with an
asterisk (*). Forward-looking statements represent the
Company's expectations and beliefs concerning future events,
based on information available to the Company on the date of
the filing of this Form 10K. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise. Factors that could significantly
impact the expected results referenced in the forward-
looking statements are listed in the last paragraph of the
section, "Outlook for 2000."
On July 12, 1994, the stockholders of UAL Corporation
("UAL") approved a plan of recapitalization that provides an
approximately 55% equity and voting interest in UAL to
certain employees of United Air Lines, Inc. ("United") in
exchange for wage concessions and work-rule changes. The
employees' equity interest is being allocated to individual
employee accounts through the year 2000 under Employee Stock
Ownership Plans ("ESOPs") which were created as part of the
recapitalization. Since the ESOP shares are being allocated
over time, the current ownership interest held in the ESOPs
is less than 55%. The entire ESOP voting interest is
currently exercisable, which is voted by the ESOP trustee at
the direction of, and on behalf of, the holders of the ESOP
stock.
Liquidity and Capital Resources
- -------------------------------
Liquidity -
UAL's total of cash and cash equivalents and short-
term investments was $689 million at December 31, 1999,
compared to $815 million at December 31, 1998. Operating
activities during the year generated $2.421 billion and the
Company's sale of part of its investments in Galileo
International, Inc. ("Galileo") and Equant N.V. ("Equant")
provided $828 million in cash proceeds (see Note 6
"Investments" in the Notes to Consolidated Financial
Statements). Cash was used primarily to fund net additions
to property and equipment.
Property additions, including aircraft, aircraft spare
parts, facilities and ground equipment, amounted to $2.389
billion, while property dispositions resulted in proceeds of
$154 million. In 1999, United took delivery of eight A319,
five A320, seven B747, two B757, five B767 and six B777
aircraft. Twenty-one of these aircraft were purchased and
twelve were acquired under capital leases. In addition,
United acquired two B727 aircraft off-lease during 1999 and
retired ten DC10 and six B747 aircraft.
During 1999, the Company made payments of $261 million
for the repurchase of 3.8 million shares of common stock.
In January 2000, the Company completed its $300 million 1999
stock repurchase program after acquiring a total of 4.4
million shares. Financing activities also included
principal payments under debt and capital lease obligations
of $513 million and $248 million, respectively.
Additionally, the Company issued, and subsequently retired,
$286 million in debt to finance the acquisition of aircraft.
Included in cash and cash equivalents at December 31,
1999 were $89 million of securities held by third parties
under securities lending agreements, as well as collateral
in the amount of 102% of the value of the securities lent.
United is obligated to reacquire the securities at the end
of the contract.
As of December 31, 1999, UAL had a working capital
deficit of $2.476 billion as compared to $2.760 billion at
December 31, 1998. Historically, UAL has operated with a
working capital deficit and, as in the past, UAL expects to
meet all of its obligations as they become due. In
addition, UAL may from time to time repurchase on the open
market, in privately negotiated purchases or otherwise, its
debt and equity securities.
United has available approximately $1.7 billion in
short-term revolving credit facilities, as well as a
separate $227 million short-term borrowing facility, as
described in Note 8 "Short-Term Borrowings" in the Notes to
Consolidated Financial Statements.
Prior Years. Operating activities in 1998 generated
cash flows of $3.194 billion. Cash was used primarily to
fund net additions to property and equipment of $2.380
billion and to repurchase common stock in the amount of $459
million. Financing activities also included repayments of
long-term debt totaling $271 million and payments under
capital leases of $322 million, as well as aircraft lease
deposits of $154 million. Additionally, the Company issued
$928 million in debt and used part of the proceeds to
purchase $693 million in equipment certificates under
Company operating leases.
Operating activities in 1997 generated cash flows of
$2.567 billion and the Company's sale of its interest in the
Apollo Travel Services Partnership ("ATS") provided $539
million in cash proceeds. Cash was used primarily to fund
net additions to property and equipment of $2.729 billion
and to repurchase common stock in the amount of $250
million. Financing activities included the early
extinguishment of $151 million in principal amount of
various debt securities, mandatory repayments of long-term
debt totaling $150 million and payments under capital leases
of $147 million. In addition, the Company made payments of
$112 million in aircraft lease deposits and issued $597
million of enhanced pass through certificates.
Capital Commitments -
At December 31, 1999, commitments for the purchase of
property and equipment, principally aircraft, approximated
$4.4 billion, after deducting advance payments. Of this
amount, an estimated $2.0 billion is due to be spent in
2000. For further details, see Note 18 "Commitments,
Contingent Liabilities and Uncertainties" in the Notes to
Consolidated Financial Statements.
Capital Resources -
Funds necessary to finance aircraft acquisitions are
expected to be obtained from internally generated funds,
external financing arrangements or other external sources.
At December 31, 1999, United's senior unsecured debt
was rated BB+ by Standard and Poor's ("S & P") and Baa3 by
Moody's Investors Service Inc. ("Moody's"). UAL's Series B
preferred stock and redeemable preferred securities were
rated B+ by S & P and Ba3 by Moody's.
Results of Operations
- ---------------------
Summary of Results -
UAL's earnings from operations were $1.391 billion in
1999, compared to operating earnings of $1.478 billion in
1998. UAL's net earnings in 1999 were $1.235 billion ($9.94
per share, diluted), compared to net earnings of $821
million in 1998 ($6.83 per share, diluted).
The 1999 earnings include an extraordinary loss of $3
million, after tax, on early extinguishment of debt and an
after-tax gain on the sale of certain of the Company's
investments as described in Note 6 "Investments" in the
Notes to Consolidated Financial Statements of $468 million
($4.19 per share, diluted), as well as a one-time after-tax
charge of $11 million associated with the write-down of two
non-operating B747-200 aircraft ($0.09 per share, diluted).
Management believes that a more complete understanding
of UAL's results may 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 period (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. No adjustments are
made to Fully Distributed earnings to reflect future salary
increases. A comparison of results reported on a Fully
Distributed basis to results reported under generally
accepted accounting principles (GAAP) is as follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
GAAP Fully GAAP Fully
(diluted) Distributed (diluted) Distributed
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Net Income (in millions) $ 1,235 $ 1,665 $ 821 $ 1,308
Per Share:
Earnings before B747 write-
down, gains on sales and
extraordinary loss $ 5.87 $ 10.06 $ 6.83 $ 10.24
B747 write-down (0.09) (0.08) - -
Gains on sales, net 4.19 3.75 - -
Extraordinary loss, net (0.03) (0.02) - -
------ ------ ----- ------
$ 9.94 $ 13.71 $ 6.83 $ 10.24
====== ====== ===== ======
</TABLE>
The current relationship of earnings and earnings per
share as computed on a GAAP basis versus a Fully Distributed
basis may not be representative of the relationship in
future periods because of various factors. These factors
include: the dependence of ESOP compensation expense on the
common stock price; trends and commitments with respect to
wages; and the increasing number of shares assumed
outstanding under the GAAP basis during the remainder of the
ESOP period. During the year 2000, the shares assumed
outstanding under the GAAP basis will approach the number of
shares assumed outstanding under the Fully Distributed
basis.
1999 Compared with 1998 -
- -----------------------
Operating Revenues. Operating revenues increased $466
million (3%) and United's revenue per available seat mile
(unit revenue) increased 1% to 10.17 cents. Passenger
revenues increased $264 million (2%) due to a 1% increase in
United's revenue passenger miles and a 1% increase in yield
to 12.48 cents. Available seat miles across the system were
up 2% year over year; however, passenger load factor
decreased 0.6 points to 71.0% as traffic only increased 1%
system-wide. The following analysis by market is based on
information reported to the U.S. Department of
Transportation:
<TABLE>
<CAPTION>
Increase (Decrease)
-------------------
Available Revenue Revenue Per Revenue
Seat Miles Passenger Miles Passenger Mile
(Capacity) (Traffic) (Yield)
---------- --------------- -------------------
<S> <C> <C> <C>
Domestic 4% 2% 1%
Pacific (12%) (11%) 3%
Atlantic 14% 14% (7%)
Latin America (7%) (3%) (3%)
System 2% 1% 1%
</TABLE>
Pacific yields improved as the Asian economies
continue to recover. Yields in other international markets
have been impacted by a negative pricing environment
resulting from excess industry capacity.
Cargo revenues decreased $7 million (1%) despite
increased freight ton miles of 5%, as a 4% decline in
freight yield combined with a 3% decline in mail yield.
Other operating revenues increased $209 million (19%) due to
increases in frequent flyer program partner related
revenues, fuel sales to third parties and additional revenue
related to the Galileo services agreement (see Note 6
"Investments" in the Notes to Consolidated Financial
Statements).
Operating Expenses. Operating expenses increased $553
million (3%) and United's cost per available seat mile
increased 2% from 9.24 to 9.41 cents, including ESOP
compensation expense. Excluding ESOP compensation expense,
United's 1999 cost per available seat mile would have been
8.98 cents, an increase of 3% from 1998. ESOP compensation
expense decreased $73 million (9%), reflecting the decrease
in the estimated average fair value of ESOP stock committed
to be released to employees as a result of UAL's lower
common stock price. Salaries and related costs increased
$329 million (6%) as a result of increased staffing in
customer-contact positions, as well as salary increases for
most labor groups which took effect July 1, 1998.
Commissions decreased $186 million (14%) due to a change in
the commission structure implemented in the third quarter
1998 as well as a slight decrease in commissionable
revenues. In addition, in October 1999, the Company reduced
the base commissions for tickets purchased in the U.S. and
Canada to 5%, subject to roundtrip caps of $50 domestic and
$100 international. Purchased services increased $70
million (5%) due to increases in computer reservations fees
and year 2000-related expenses. Depreciation and
amortization increased $74 million (9%) due to an increase
in the number of owned aircraft and losses on disposition of
aircraft partially offset by changes in depreciable lives of
certain aircraft. In addition, during the fourth quarter,
United wrote-down two non-operating B747-200 aircraft to net
realizable value. Aircraft maintenance increased $65
million (10%) due to in increase in heavy maintenance
visits. Other operating expenses increased $235 million
(11%) primarily due to costs associated with fuel sales to
third parties.
Other Income and Expense. Other income (expense)
amounted to $551 million in income in 1999 compared to $222
million in expense in 1998. Interest capitalized, primarily
on aircraft advance payments, decreased $30 million (29%).
Interest income increased $9 million (15%) due to higher
investment balances. In addition, 1999 included a $669
million gain on the sale of Galileo stock and a $62 million
gain on the sale of Equant stock.
1998 Compared with 1997 -
- -----------------------
Operating Revenues. Operating revenues increased $183
million (1%) while United's revenue per available seat mile
(unit revenue) decreased 2% to 10.07 cents. Passenger
revenues increased $178 million (1%) due to a 3% increase in
United's revenue passenger miles despite a 1% decrease in
yield from 12.55 to 12.36 cents. Available seat miles
across the system were up 3% year over year; however,
passenger load factor decreased 0.2 point to 71.6%. The
following analysis by market is based on information
reported to the U.S. Department of Transportation:
<TABLE>
<CAPTION>
Increase (Decrease)
-------------------
Available Revenue Revenue Per Revenue
Seat Miles Passenger Miles Passenger Mile
(Capacity) (Traffic) (Yield)
---------- --------------- -------------------
<S> <C> <C> <C>
Domestic 4% 5% 2%
Pacific (9%) (10%) (13%)
Atlantic 15% 11% (3%)
Latin America 17% 9% (8%)
System 3% 3% (1%)
</TABLE>
Pacific yields were negatively impacted by the
weakness of the Japanese yen compared to the dollar during
the first nine months of 1998, and the continued effects of
the Asian economic turmoil on demand for travel. Yields in
other international markets were impacted by a negative
pricing environment resulting from excess industry capacity
and weakened economies.
Cargo revenues increased $21 million (2%) on increased
freight ton miles of 6%. A relatively flat freight yield
together with a 1% lower mail yield, resulted in a 1%
decrease in cargo yield for the year. Other operating
revenues decreased $16 million (1%) due to the sale of ATS
in July 1997, partially offset by increases in frequent
flyer program partner-related revenues and contract sales to
third parties.
Operating Expenses. Operating expenses decreased $36
million (0.2%) and United's cost per available seat mile
including ESOP compensation expense decreased 3%, from 9.53
cents to 9.24 cents. Without the ESOP compensation expense,
United's cost per available seat mile would have been 8.76
cents, a decrease of 2% from 1997. ESOP compensation
expense decreased $158 million (16%) reflecting the decrease
in the estimated average fair value of stock committed to
the Supplemental ESOP due to UAL's lower common stock price.
Purchased services increased $220 million (17%) due to
increases in computer reservations fees, credit card
discounts, communications expense and year 2000-related
spending. Depreciation and amortization increased $69
million (10%) due to an increase in the number of owned
aircraft and an $11 million decrease in gains on asset
sales, from $23 million in 1997 to $12 million in 1998.
Salaries and related costs increased $323 million (6%) due
to two mid-term wage adjustments for ESOP participants which
took place in July of 1998 and 1997 and increased staffing
in customer-contact positions. Aircraft fuel decreased $273
million (13%) as a result of a 15% decrease in the average
cost of fuel from 69.5 cents to 59.0 cents a gallon.
Commissions decreased $183 million (12%) due to a change in
the commission structure implemented in the third quarter of
1997 as well as a slight decrease in commissionable
revenues. Aircraft rent decreased $49 million (5%) as a
result of refinancing aircraft under operating lease.
Other Income and Expense. Other income (expense)
amounted to $222 million in expense in 1998 compared to $265
million in income in 1997. Interest expense increased $69
million (24%) in 1998 due to the issuance of long-term debt
in 1997 and 1998. Interest income increased $7 million
(13%) due to higher investment balances. In 1998, foreign
exchange losses increased $65 million. Because not all
economic hedges qualify as accounting hedges, unrealized
gains and losses may be recognized in income in advance of
the actual foreign currency cash flows. This mismatch of
accounting gains and losses and foreign currency cash flows
was especially pronounced during the fourth quarter of 1998
as a result of the appreciation in value of the Japanese
yen, relative to the U.S. dollar. This mismatch resulted in
a pre-tax charge of $52 million which is included in foreign
exchange losses. In addition, 1997 included a $275 million
gain on the sale of ATS and a $103 million gain on the
initial public offering of Galileo stock.
Other Information
- -----------------
Labor Agreements and Wage Adjustments -
On May 27, 1999, United's public contact employees
(primarily customer service and reservations sales and
service representatives) ratified the tentative agreement
between the Company and the International Association of
Machinists and Aerospace Workers ("IAM"). The contract
provides for an across-the-board wage increase of 5.5
percent effective April 13, 2000. In addition, certain
employees hired after July 12, 1994 received an immediate
14.5% pay increase and benefits comparable to other affected
employees.
The Company's contracts with the Air Line Pilots'
Association International ("ALPA") and the IAM become
amendable in April and July 2000, respectively. The Company
is currently in the process of negotiating new contracts
with ALPA and the IAM. Wage rates for U.S.-based non-union
employees will be adjusted in April 2000 as well. It is the
Company's objective through this wage adjustment process to
provide compensation for its employees that, on average over
the life of the labor contracts, is competitive with peer
group compensation. In this regard, wages for airline
employees over the last year have increased at faster than
historical rates.
Coupled with increased staffing levels, these
negotiations and wage rate adjustments are expected to
increase the Company's salaries and related costs above 1999
levels. While the amount of these increases cannot be fully
determined until contract negotiations are complete, the
Company currently estimates that salaried and related costs
will increase by over $750 million (14%) in 2000 as a result
of these wage rate adjustment processes.* At the same time,
once the final ESOP shares are committed to be released in
April 2000, the Company will no longer record ESOP
compensation expense.
Foreign Operations -
United generates revenues and incurs expenses in
numerous foreign currencies. These expenses include
aircraft leases, commissions, catering, personnel costs,
reservation and ticket office services, customer service
expenses and aircraft maintenance. Changes in foreign
currency exchange rates impact operating income through
changes in foreign currency-denominated operating revenues
and expenses. Despite the adverse (favorable) effects a
strengthening (weakening) foreign currency may have on U.S.
originating traffic, a strengthening (weakening) of foreign
currencies tends to increase (decrease) reported revenue and
operating income because United's foreign currency-
denominated operating revenue generally exceeds its foreign
currency-denominated operating expense for each currency.
By carrying passengers and cargo in both directions
between the U.S. and almost every major economic region in
the world and by selling its services in each local country,
United attempts to mitigate its exposure to fluctuations in
any single foreign currency. The Company's biggest net
exposures are typically for Japanese yen, Hong Kong dollars,
Australian dollars and British pounds. During 1999, yen-
denominated operating revenue net of yen-denominated
operating expense was approximately 26 billion yen
(approximately $206 million), Hong Kong dollar-denominated
operating revenue net of Hong Kong dollar-denominated
operating expense was approximately 1,299 million Hong Kong
dollars (approximately $166 million), Australian dollar-
denominated operating revenue net of Australian dollar-
denominated operating expense was approximately 208 million
Australian dollars (approximately $134 million) and British
pound-denominated operating revenue net of British pound-
denominated operating expense was approximately 67 million
British pounds (approximately $109 million).
To reduce the impact of exchange rate fluctuations on
United's financial results, the Company hedges some of the
risk of exchange rate volatility on its anticipated future
foreign currency revenues by purchasing put options
(consisting of yen, Euro, Australian dollars and British
pounds) and selling Hong Kong dollar forwards. To reduce
hedging costs, the Company sells a correlation basket option
in the four currencies referred to above. United also
attempts to reduce its exposure to transaction gains and
losses by converting excess local currencies generated to
U.S. dollars and by entering into currency forward or
exchange contracts. The total notional amount of
outstanding currency options and forward exchange contracts,
and their respective fair market values as of December 31,
1999, are summarized in Item 7A. Quantitative and
Qualitative Disclosures About Market Risk.
United's foreign operations involve insignificant
amounts of physical assets; however, there are sizable
intangible assets related to acquisitions of Atlantic and
Latin America route authorities. Operating authorities in
international markets are governed by bilateral aviation
agreements between the United States and foreign countries.
Changes in U.S. or foreign government aviation policies can
lead to the alteration or termination of existing air
service agreements that could adversely impact the value of
United's international route authority. Significant changes
in such policies could also have a material impact on UAL's
operating revenues and results of operations.
Airport Rents and Landing Fees -
United is charged facility rental and landing fees at
virtually every airport at which it operates. In recent
years, many airports have increased or sought to increase
rates charged to airlines as a means of compensating for
increasing demands upon airport revenues. Airlines have
challenged certain of these increases through litigation and
in some cases have not been successful. The Federal
Aviation Administration ("FAA") and the DOT have instituted
an administrative hearing process to judge whether rate
increases are legal and valid. However, to the extent the
limitations on such charges are relaxed or the ability of
airlines to challenge such charges is restricted, the rates
charged by airports may increase substantially. Management
cannot predict the magnitude of any such increase.
Environmental and Legal Contingencies -
United has been named as a Potentially Responsible
Party at certain Environmental Protection Agency ("EPA")
cleanup sites which have been designated as Superfund Sites.
United's alleged proportionate contributions at the sites
are minimal; however, at sites where the EPA has commenced
litigation, potential liability is joint and several.
Additionally, United has participated and is participating
in remediation actions at certain other sites, primarily
airports. The estimated cost of these actions is accrued
when it is determined that it is probable that United is
liable. Environmental regulations and remediation processes
are subject to future change, and determining the actual
cost of remediation will require further investigation and
remediation experience. Therefore, the ultimate cost cannot
be determined at this time. However, while such cost may
vary from United's current estimate, United believes the
difference between its accrued reserve and the ultimate
liability will not be material.*
UAL has certain other contingencies resulting from
this and other litigation and claims 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 such
contingencies and prior experience, that the ultimate
disposition of these contingencies is not likely to
materially affect UAL's financial condition, operating
results or liquidity.*
Year 2000 -
UAL completed a successful transition to the Year 2000
as systems performed without interruption during the
rollover from December 31, 1999 to January 1, 2000. As of
December 31, 1999, the Company had incurred $81 million in
project costs ($50 million in expense and $31 million in
capital.) During 1999, the Company incurred $52 million in
project costs ($26 million in expense and $26 million in
capital.)
Air Canada -
On October 19, 1999, the Company announced its
intentions, along with Deutsche Lufthansa AG ("Lufthansa"),
to provide a financial package of up to 730 million
Canadian dollars for Air Canada. In November, United
invested 93 million Canadian ($64 million) in Air Canada's
non-voting convertible preferred shares through an
investment partnership owned by UAL (40%) and Lufthansa
(60%).
The remaining UAL investment in Air Canada consists
of the purchase from and subsequent leaseback to Air Canada
of three Airbus A330 aircraft, two of which occurred in
1999, and a commitment by the Company to guarantee a 160
million Canadian dollar line of credit.
Common Stock Dividends -
On November 1, 1999, UAL's Board of Directors
announced its intention to begin a dividend program for
common stock dividends totaling $1.25 per share in the year
2000. The payment of dividends is contingent upon
stockholder approval of amendments to the Company's
charter, which will be voted on at the UAL annual meeting
in May 2000. If the charter amendment is approved and the
Board declares a dividend, participants in the Company's
ESOP plan will be eligible to receive dividends ($5.00 per
year per ESOP share, as each ESOP share is convertible into
four common shares) in the same manner as public
stockholders.
New Accounting Pronouncements -
In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), which establishes accounting
and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an
asset or liability measured at its fair value. SFAS No.
133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge
accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income
statement, and requires that a company must formally
document, designate and assess the effectiveness of
transactions that receive hedge accounting.
The effective date of SFAS No. 133 has been delayed
one year, to fiscal years beginning after June 15, 2000.
The Company plans on adopting SFAS No. 133 in the first
quarter of 2001. United is in the process of reviewing its
various contracts to determine which contracts meet the
requirements of SFAS No. 133 and would need to be reflected
as derivatives under the standard and accounted for at fair
value. The Company has not yet quantified the impacts of
adopting SFAS No. 133 on the financial statements.
However, it could increase volatility in earnings and other
comprehensive income.
In September 1999, the Financial Accounting Standard
Board's ("FASB") Emerging Issues Task Force ("EITF") issued
EITF Issue No. 99-13, "Application of Issue No. 97-10, "The
Effect of Lessee Involvement in Asset Construction" and
FASB Interpretation No. 23, Leases of Certain Property
Owned by a Governmental Unit or Authority, to Entities that
Enter into Leases with Governmental Entities" ("EITF 99-
13"). EITF 99-13 discusses the application of lease
accounting for property owned by governmental authorities,
such as airport facilities. Historically, airlines have
received operating lease treatment for assets funded by
governmental units and separately disclosed the bond
guarantee and lease commitment in the footnotes to the
financial statements. EITF 99-13 would require United to
apply different guidelines for determining the accounting
treatment for special facility bonds and may result in
United's recording the property and related financing on
the balance sheet for future transactions. The EITF is
effective for transactions entered into after September 23,
1999.
In December 1999, the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements", ("SAB
101"), which provides guidance on the recognition,
presentation and disclosure of revenue in financial
statements. Although SAB 101 does not change existing
accounting rules on revenue recognition, changes in
accounting to apply the guidance in SAB 101 may be
accounted for as a change in accounting principle. In the
first quarter of 2000, United intends to change the method
it uses to account for the sale of mileage to participating
partners in its Mileage Plus program. Under the new
accounting method, a portion of the revenue from the sale
of mileage will be deferred and recognized when
transportation is provided. In accordance with the
provisions of SAB 101, United will recognize a charge for
the cumulative effect of a change in accounting principle
in the first quarter of 2000, to reflect application of the
accounting method to prior years.
Outlook for 2000 -
The Company's revenue performance is expected to
benefit from stronger global economic growth in 2000, as
well as the full implementation of Economy Plus. Total unit
revenues are estimated to range between 2% and 4% higher
than 1999, driven by improvement in three of the company's
four global regions: North America, Atlantic, Pacific and
Latin America.
The Company expects to face two major cost challenges
during the year. The first involves material wage increases
consistent with its commitment to provide competitive
compensation to its employees after the ESOP allocation
period comes to a close. In addition, fuel prices are
expected to average 71 cents per gallon, including taxes and
hedging activity, or 23% above 1999 levels. Fully
distributed unit costs excluding ESOP compensation expense
are estimated to be about 6% higher than 1999, based on
system capacity growth just under 3%.
In summary, the Company anticipates 2000 earnings
should range between $7.00 and $9.00 per fully distributed
share.
During the first quarter, the Company expects to
benefit from its fuel hedging activity. Fully distributed
unit costs are expected to rise 5%, 2% excluding fuel.
Total unit revenue is expected to increase 2 to 4%, based
primarily on continued healthy demand for travel in the
United States and continued economic recovery in the
Pacific. Therefore, the Company expects fully distributed
earnings per share in the first quarter to range from $0.80
to $1.20.
The information included in the above outlook section,
as well as certain statements made throughout the
Management's Discussion and Analysis of Financial Condition
and Results of Operations that are identified by an asterisk
(*) 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, unit revenues, wages, fully
distributed unit costs, fuel prices and fully distributed
earnings per share include: the success of the Company's
cost-control efforts, the outcome of negotiations on new
contracts with the union groups, industry capacity
decisions, the airline pricing environment, the economic
environment of the airline industry, fuel prices, actions of
the U.S., foreign and local governments, the Asian economic
environment and travel patterns, foreign currency exchange
rate fluctuations and the general economic environment.
With respect to the forward-looking statements set forth in
the "Environmental and Legal Contingencies" section, some of
the factors that could affect the ultimate disposition of
these contingencies are changes in applicable laws, the
development of facts in individual cases, settlement
opportunities and the actions of plaintiffs, judges and
juries.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Interest Rate Risk - United's exposure to market risk
associated with changes in interest rates relates primarily to
its debt obligations and short-term investments. United does
not use derivative financial instruments in its investments
portfolio. United's policy is to manage interest rate risk
through a combination of fixed and floating rate debt and
entering into swap agreements, depending upon market
conditions. A portion of the borrowings are denominated in
foreign currencies which exposes the Company to risks
associated with changes in foreign exchange rates. To hedge
against some of this risk, the Company has placed foreign
currency deposits (primarily for Japanese yen, French francs,
German marks and Euros) to meet foreign currency lease
obligations designated in the respective currencies. Since
unrealized mark-to-market gains or losses on the foreign
currency deposits are offset by the losses or gains on the
foreign currency obligations, the Company reduces its overall
exposure to foreign currency exchange rate volatility. The
fair value of these deposits is determined based on the present
value of future cash flows using an appropriate swap rate. The
fair value of long-term debt is based on the quoted market
prices for the same or similar issues or the present value of
future cash flows using a U.S. Treasury rate that matches the
remaining life of the instrument, adjusted by a credit spread.
<TABLE>
<CAPTION>
(In millions) Expected Maturity Dates 1999 1998
- ------------- ----------------------- ---- ----
Fair Fair
2000 2001 2002 2003 2004 Thereafter Total Value Total Value
---- ---- ---- ---- ---- ---------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash equivalents
Fixed rate $231 $ - $ - $ - $ - $ - $231 $231 $301 $301
Avg. interest rate 5.27% - - - - - 5.27% 4.94%
Variable rate $ 79 $ - $ - $ - $ - $ - $ 79 $ 79 $ 89 $ 89
Avg. interest rate 6.23% - - - - - 6.23% 5.32%
Short term investments
Fixed rate $298 $ - $ - $ - $ - $ - $298 $298 $386 $386
Avg. interest rate 5.96% - - - - - 5.96% 5.48%
Variable rate $ 81 $ - $ - $ - $ - $ - $ 81 $ 81 $ 39 $ 39
Avg. interest rate 6.42% - - - - - 6.42% 5.47%
Foreign currency deposits
Fixed rate -
yen deposits $ - $ - $ - $ - $ - $378 $378 $423 $330 $354
Avg. interest rate - - - - - 3.07% 3.07% 3.05%
Fixed rate -
FF deposits $ - $ - $ - $ - $ - $ 10 $ 10 $ 9 $ 11 $ 13
Avg. interest rate - - - - - 5.61% 5.61% 5.61%
Fixed rate -
DM deposits $ 1 $ 1 $ 1 $ 1 $ 1 $162 $167 $177 $193 $198
Avg. interest rate 6.49%6.49%6.49%6.49%6.49% 6.49% 6.49% 6.49%
Fixed rate -
EUR deposits $ - $ - $ - $ - $ - $ 27 $ 27 $ 23 $ - $ -
Avg. interest rate - - - - - 4.14% 4.14% -
LONG TERM DEBT
U.S. Dollar denominated
Fixed rate debt $ 26 $27 $30 $159 $279 $912 $1,433 $1,542 $1,491 $1,729
Avg. interest rate 8.18%8.42%8.41% 9.47%10.66% 7.31% 8.26% 8.80%
Variable rate debt $ 54 $56 $567 $522 $ 23 $ 85 $1,307 $1,307 $1,456 $1,456
Avg. interest rate 6.28%6.28%6.35% 6.12% 6.47% 6.52% 6.26% 5.67%
Japanese Yen denominated
Fixed rate debt $ 12 $ - $ - $ - $ - $ - $ 12 $ 12 $ 21 $ 23
Avg. interest rate 7.50% - - - - - 7.50% 7.50%
</TABLE>
Foreign Currency Risk - United has established a foreign
currency hedging program using currency forwards and currency
options to hedge exposure to the yen, Euro, Australian dollar,
British pound and Hong Kong dollar. The goal of the hedging
program is to effectively manage risk associated with
fluctuations in the value of the foreign currency, thereby
making financial results more stable and predictable. United
does not use currency forwards or currency options for trading
purposes.
<TABLE>
<CAPTION>
(In millions, except average
contract rates) Notional Average Estimated
Amount Contract Rate Fair Value
-------- ------------- ----------
(Pay)/Receive*
<S> <C> <C> <C>
Forward exchange contracts
Japanese Yen-Purchased forwards $ 144 101.69 $ (1)
-Sold forwards $ 62 102.30 $ -
Hong Kong Dollar-Sold forwards $ 91 7.83 $ -
French Franc-Purchased forwards $ 50 5.05 $ (1)
Euro-Purchased forwards $ 117 1.37 $ (5)
Currency options
Japanese Yen-Purchased put options $ 402 105.07 $ 7
Australian Dollar-Purchased put
options $ 114 0.61 $ -
British Pound-Purchased put options$ 62 1.53 $ -
Euro-Purchased put options $ 106 0.98 $ 1
Correlation Basket Option-Sold $ 684 N/A $ (3)
</TABLE>
As of December 31, 1998, United had $215 million of
Japanese yen forwards outstanding with a fair value of $3
million, $315 million yen put options with a fair value of $4
and $317 million yen call options with a fair value of $(50)
million.
Price Risk (Aircraft Fuel) - At December 31, 1999, the
Company had contracted to purchase approximately 6% of the
Company's 2000 fuel requirements at an average fixed price of
$0.51 per gallon. In addition, to a limited extent United
trades short-term heating oil futures and option contracts,
which are immaterial. When market conditions indicate risk
reduction is achievable, United enters into fuel option
contracts to reduce its price risk exposure to jet fuel. As
market conditions change, so may United's hedging program.
Currently United purchases call options to provide protection
against sharp increases in the price of aircraft fuel.
Through this approach, at December 31, 1999, United had hedged
75% of the Company's expected 2000 fuel purchases. It is the
Company's intent to be fully hedged for probable jet fuel
purchases for year 2000 by the end of the first quarter.
<TABLE>
<CAPTION>
(In millions, except average
contract rates) Notional Average Estimated
Amount Contract Rate Fair Value
-------- ------------- ----------
(Pay)/Receive*
<S> <C> <C> <C>
Purchased call contracts -
Crude oil (WTI) $1,121 $21.78/bbl $ 120
</TABLE>
At December 31, 1998, United had $496 million in purchased
call contracts for crude oil with an estimated fair value of
$13 million and $202 million in sold put contracts for crude
oil with an estimated fair value of $(50) million.
*Estimated fair values represent the amount United would
pay/receive on December 31, 1999 to terminate the contracts.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and
Board of Directors, UAL Corporation:
We have audited the accompanying statements of consolidated
financial position of UAL Corporation (a Delaware corporation)
and subsidiary companies as of December 31, 1999 and 1998, and
the related statements of consolidated operations, consolidated
cash flows and consolidated stockholders' equity for each of
the three years in the period ended December 31, 1999. These
financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of UAL Corporation and subsidiary companies
as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedule
referenced in Item 14(a)2 herein is presented for purposes of
complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 24, 2000
<TABLE>
<CAPTION>
UAL Corporation and Subsidiary Companies
Statements of Consolidated Operations
(In Millions, Except Per Share)
Year Ended December 31
Operating revenues: 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Passenger $15,784 $15,520 $15,342
Cargo 906 913 892
Other operating revenues 1,337 1,128 1,144
------ ------ ------
18,027 17,561 17,378
------ ------ ------
Operating expenses:
Salaries and related costs 5,670 5,341 5,018
ESOP compensation expense 756 829 987
Aircraft fuel 1,776 1,788 2,061
Commissions 1,139 1,325 1,508
Purchased services 1,575 1,505 1,285
Aircraft rent 876 893 942
Landing fees and other rent 949 881 863
Depreciation and amortization 867 793 724
Aircraft maintenance 689 624 603
Other operating expenses 2,339 2,104 2,128
------ ------ ------
16,636 16,083 16,119
------ ------ ------
Earnings from operations 1,391 1,478 1,259
------ ------ ------
Other income (expense):
Interest expense (362) (355) (286)
Interest capitalized 75 105 104
Interest income 68 59 52
Equity in earnings of affiliates 37 72 66
Gain on sale of partnership
interest - - 275
Gain on sale of investments 731 - 103
Miscellaneous, net 2 (103) (49)
------ ------ ------
551 (222) 265
------ ------ ------
Earnings before income taxes,
distributions on preferred securities
and extraordinary item 1,942 1,256 1,524
Provision for income taxes 699 429 561
------ ------ ------
Earnings before distributions on
preferred securities and
extraordinary item 1,243 827 963
Distributions on preferred
securities, net (5) (6) (5)
Extraordinary loss on early
extinguishment of debt, net (3) - (9)
------ ------ ------
Net earnings $ 1,235 $ 821 $ 949
====== ====== ======
Per share, basic:
Earnings before extraordinary item $ 21.26 $ 12.71 $ 14.98
Extraordinary loss on early
extinguishment of debt, net (0.06) - (0.15)
------ ------ ------
Net earnings $ 21.20 $ 12.71 $ 14.83
====== ====== ======
Per share, diluted:
Earnings before extraordinary item $ 9.97 $ 6.83 $ 9.04
Extraordinary loss on early
extinguishment of debt, net (0.03) - (0.09)
------ ------ ------
Net earnings $ 9.94 $ 6.83 $ 8.95
====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
UAL Corporation and Subsidiary Companies
Statements of Consolidated Financial Position
(In Millions)
December 31
Assets 1999 1998
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 310 $ 390
Short-term investments 379 425
Receivables, less allowance for doubtful
accounts (1999 - $13; 1998 - $22) 1,284 1,138
Aircraft fuel, spare parts and supplies,
obsolescence allowance (1999 - $45;
1998 - $39) 340 384
Income tax receivables 32 -
Deferred income taxes 222 256
Prepaid expenses and other 368 315
------ ------
2,935 2,908
------ ------
Operating property and equipment:
Owned -
Flight equipment 13,518 12,006
Advances on flight equipment 809 985
Other property and equipment 3,368 3,134
------ ------
17,695 16,125
Less - Accumulated depreciation
and amortization 5,207 5,174
------ ------
12,488 10,951
------ ------
Capital leases -
Flight equipment 2,929 2,605
Other property and equipment 93 97
------ ------
3,022 2,702
Less - Accumulated amortization 645 599
------ ------
2,377 2,103
------ ------
14,865 13,054
------ ------
Other assets:
Investments in affiliates 533 304
Intangibles, less accumulated
amortization (1999 - $279; 1998 - $265) 568 676
Aircraft lease deposits 594 545
Prepaid rent 585 631
Other 883 441
------ ------
3,163 2,597
------ ------
$20,963 $18,559
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
UAL Corporation and Subsidiary Companies
Statements of Consolidated Financial Position
(In Millions)
December 31
Liabilities and Stockholders' Equity 1999 1998
- ------------------------------------ ---- ----
<S> <C> <C>
Current liabilities:
Notes payable $ 61 $ 184
Long-term debt maturing within one year 92 98
Current obligations under capital leases 190 176
Advance ticket sales 1,412 1,429
Accounts payable 967 1,151
Accrued salaries, wages and benefits 1,002 952
Accrued aircraft rent 783 793
Other accrued liabilities 904 885
----- -----
5,411 5,668
----- -----
Long-term debt 2,650 2,858
----- -----
Long-term obligations under capital leases 2,337 2,113
----- -----
Other liabilities and deferred credits:
Deferred pension liability 70 89
Postretirement benefit liability 1,489 1,424
Deferred gains 986 1,180
Accrued aircraft rent 395 371
Deferred income taxes 1,147 398
Other 334 354
----- -----
4,421 3,816
----- -----
Company-obligated mandatorily redeemable
preferred securities of a subsidiary trust 100 100
----- -----
Equity put options - 32
----- -----
Preferred stock committed to
Supplemental ESOP 893 691
----- -----
Stockholders' equity:
Serial preferred stock (Note 12) - -
ESOP preferred stock (Note 13) - -
Common stock at par, $0.01 par value;
authorized 200,000,000 shares; issued
65,771,802 shares at December 31, 1999
and 63,005,869 shares at December 31, 1998 1 1
Additional capital invested 4,099 3,517
Retained earnings 2,138 1,028
Unearned ESOP preferred stock (28) (121)
Stock held in treasury, at cost -
Preferred, 10,213,519 depositary shares
at December 31, 1999 and December
31, 1998 (Note 12) (305) (305)
Common, 14,995,219 shares at December
31, 1999 and 11,201,216 shares at
December 31, 1998 (1,097) (835)
Accumulated other comprehensive income 352 (2)
Other (9) (2)
------ ------
5,151 3,281
------ ------
Commitments and contingent
liabilities (Note 18)
------ ------
$ 20,963 $ 18,559
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
UAL Corporation and Subsidiary Companies
Statements of Consolidated Cash Flows
(In Millions)
Year Ended December 31
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash and cash equivalents at
beginning of year $ 390 $ 295 $ 229
----- ----- -----
Cash flows from operating activities:
Net earnings 1,235 821 949
Adjustments to reconcile to net cash
provided by operating activities -
ESOP compensation expense 756 829 987
Extraordinary loss on debt
extinguishment, net of tax 3 - 9
Gain on sale of partnership interest - - (275)
Gain on sale of investments (731) - (103)
Pension funding less than expense 94 101 43
Deferred postretirement benefit expense 65 149 139
Depreciation and amortization 867 793 724
Provision for deferred income taxes 590 307 194
Undistributed earnings of affiliates (20) (62) (16)
Increase in receivables (146) (97) (222)
Decrease in other current assets 2 105 -
Increase (decrease) in advance
ticket sales (17) 162 78
Increase (decrease) in accrued
income taxes (76) 38 20
Increase (decrease) in accounts
payable and accrued liabilities (86) 69 16
Amortization of deferred gains (66) (64) (64)
Other, net (49) 43 88
------ ------ ------
2,421 3,194 2,567
------ ------ ------
Cash flows from investing activities:
Additions to property and equipment (2,389) (2,832) (2,812)
Proceeds on disposition of
property and equipment 154 452 83
Proceeds on disposition of
partnership interest - - 539
Proceeds on sale of investments 828 - -
Decrease (increase) in short-term
investments 46 125 (82)
Other, net (263) (63) (29)
------ ------ ------
(1,624) (2,318) (2,301)
------ ------ ------
Cash flows from financing activities:
Reacquisition of preferred stock - (3) -
Repurchase of common stock (261) (459) (250)
Proceeds from issuance of long-term debt 286 928 597
Repayment of long-term debt (513) (271) (301)
Principal payments under
capital leases (248) (322) (147)
Purchase of equipment certificates
under Company operating leases (47) (693) -
Increase (decrease) in short-term
borrowings (123) 184 -
Aircraft lease deposits (20) (154) (112)
Cash dividends (10) (10) (10)
Other, net 59 19 23
------ ------ ------
(877) (781) (200)
------ ------ ------
Increase (decrease) in cash and cash
equivalents during the year (80) 95 66
------ ------ ------
Cash and cash equivalents at end of year $ 310 $ 390 $ 295
====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
UAL Corporation and Subsidiary Companies
Statements of Consolidated Stockholders' Equity
(In Millions, Except Per Share)
Unearned Accumulated
Additional Retained ESOP Other
Preferred Common Capital Earnings Preferred Treasury Comp
Stock Stock Invested (Deficit) Stock Stock Income Other Total
--------- ------ ---------- --------- --------- -------- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $ - $ 1 $ 2,160 $ (566) $ (202) $(385) $ - $(13) $ 995
--- --- ------ ----- ----- ---- --- --- -----
December 31, 1997:
Net earnings - - - 949 - - - - 949
Other comprehensive income, net:
Minimum pension liability adj.- - - - - - (2) - (2)
----- --- -----
Total comprehensive income - - - 949 - - (2) - 947
----- --- -----
Cash dividends on preferred stock
($1.44 per Series B share) - - - (10) - - - - (10)
Common stock repurchases - - - - - (250) - - (250)
Issuance and amortization of
ESOP preferred stock - - 993 - (6) - - - 987
ESOP dividend ($8.89 per share)- - 36 (67) 31 - - - -
Preferred stock committed to
Supplemental ESOP - - (349) - - - - - (349)
Other - - 36 3 - (28) - 6 17
--- --- ------ ----- ----- ---- --- --- -----
Balance at December 31, 1997 - 1 2,876 309 (177) (663) (2) (7) 2,337
--- --- ------ ----- ----- ---- --- --- -----
Year ended December 31, 1998:
Net earnings - - - 821 - - - - 821
Other comprehensive income, net:
Unrealized gains on
securities, net - - - - - - 1 - 1
Minimum pension liability, adj.- - - - - - (1) - (1)
----- --- -----
Total comprehensive income - - - 821 - - - - 821
----- --- -----
Cash dividends on preferred stock
($1.44 per Series B share) - - - (10) - - - - (10)
Common stock repurchases - - - - - (459) - - (459)
Issuance and amortization of
ESOP preferred stock - - 823 - 6 - - - 829
ESOP dividend ($8.89 per share)- - 42 (92) 50 - - - -
Preferred stock committed to
Supplemental ESOP - - (177) - - - - - (177)
Other - - (47) - - (18) - 5 (60)
--- --- ------ ----- ----- ------ --- --- -----
Balance at December 31, 1998 - 1 3,517 1,028 (121) (1,140) (2) (2) 3,281
--- --- ------ ----- ----- ------ --- --- -----
Year ended December 31, 1999
Net earnings - - - 1,235 - - - - 1,235
Other comprehensive income, net:
Unrealized gains on
securities, net - - - - - - 354 - 354
Minimum pension liability, net- - - - - - - - -
----- --- -----
Total comprehensive income - - - 1,235 - - 354 - 1,589
----- --- -----
Cash dividends on preferred stock
($1.44 per Series B share) - - - (10) - - - - (10)
Common stock repurchases - - - - - (261) - - (261)
Issuance and amortization of
ESOP preferred stock - - 740 - 16 - - - 756
ESOP dividend ($8.89 per share)- - 38 (115) 77 - - - -
Preferred stock committed to
Supplemental ESOP - - (201) - - - - - (201)
Other - - 5 - - (1) - (7) (3)
--- --- ------ ----- ----- ----- --- --- -----
Balance at December 31, 1999 $ - $ 1 $4,099 $2,138 $ (28) $(1,402) $352 $(9) $5,151
=== === ====== ===== ===== ===== === === =====
</TABLE>
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
------------------------------------------
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation - UAL Corporation ("UAL") is
a holding company whose principal subsidiary is United Air
Lines, Inc. ("United"). The consolidated financial
statements include the accounts of UAL and all of its
majority-owned affiliates (collectively "the Company"). All
significant intercompany transactions are eliminated.
Investments in affiliates are carried on the equity basis.
Certain prior-year financial statement items have been
reclassified to conform to the current year's presentation.
(b) Use of Estimates - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
(c) Airline Revenues - Passenger fares and cargo
revenues are recorded as operating revenues when the
transportation is furnished. The value of unused passenger
tickets is included in current liabilities.
(d) Cash and Cash Equivalents and Short-term
Investments - Cash in excess of operating requirements is
invested in short-term, highly liquid, income-producing
investments. Investments with a maturity of three months or
less on their acquisition date are classified as cash and
cash equivalents. Other investments are classified as short-
term investments.
From time to time, United lends certain of its
securities classified as cash and cash equivalents and short-
term investments to third parties. United requires
collateral in an amount exceeding the value of the
securities and is obligated to reacquire the securities at
the end of the contract. United accounts for these
transactions as secured borrowings rather than sales and
does not remove the securities from the balance sheet. At
December 31, 1999, United was obligated to repurchase $89
million of securities lent to third parties.
At December 31, 1999 and 1998, $406 million and $418
million, respectively, of investments in debt securities
included in cash and cash equivalents and short-term
investments were classified as available-for-sale, and $177
million and $241 million, respectively, were classified as
held-to-maturity. Investments in debt securities classified
as available-for-sale are stated at fair value based on the
quoted market prices for the securities, which does not
differ significantly from their cost basis. Investments
classified as held-to-maturity are stated at cost which
approximates market due to their short-term maturities. The
proceeds from sales of available-for-sale securities are
included in interest income for each respective year.
(e) Derivative Financial Instruments -
Foreign Currency - From time to time, United enters
into Japanese yen forward exchange contracts to minimize
gains and losses on the revaluation of short-term yen-
denominated liabilities. The yen forwards typically have
short-term maturities and are marked to fair value at the
end of each accounting period. The unrealized mark-to-
market gains and losses on the yen forwards generally offset
the losses and gains recorded on the yen liabilities.
United has also entered into forwards and swaps to
reduce exposure to currency fluctuations on yen-, Euro- and
French franc-denominated capital lease obligations. The
cash flows of the forwards and swaps mirror those of the
capital leases. The premiums on the forwards and swaps, as
measured at inception, are being amortized over their
respective lives as components of interest expense. Any
gains or losses realized upon early termination of these
forwards and swaps are deferred and recognized in income
over the remaining life of the underlying exposure.
The Company hedges some of the risks of exchange rate
volatility on its anticipated future yen, Euro, Australian
dollar and British pound revenues by purchasing put options
with little or no intrinsic value and on Hong Kong dollar
revenues by entering into forward contracts. The amount and
duration of these options are synchronized with the expected
revenues, and thus, the put options have been designated as
a hedge. The premiums on purchased option contracts are
amortized over the lives of the contracts. Unrealized gains
on purchased put option contracts are deferred until
contract expiration and then recognized as a component of
passenger revenue. To reduce hedging costs, the Company
sells a correlation basket option in the four currencies
referred to above. The unrealized mark-to-market gains and
losses on the correlation options are included in
"Miscellaneous, net," net of premiums received.
Interest Rates - United may from time to time, enter
into swaps to reduce exposure to interest rate fluctuations
in connection with certain debt, capital leases and
operating leases. The cash flows of the swaps mirror those
of the underlying exposures. The premiums on the swaps, as
measured at inception, are amortized over their respective
lives as components of interest expense. Any gains or
losses realized upon the early termination of these swaps
are deferred and recognized in income over the remaining
life of the underlying exposure.
Aircraft Fuel - United uses purchased call options to
hedge a portion of its price risk related to aircraft fuel
purchases. The purchased call options have been designated
as a hedge. Gains or losses on hedge positions, net of
premiums paid, are recognized upon contract expiration as a
component of aircraft fuel inventory. In addition, to a
limited extent, United trades short-term heating oil futures
contracts. Unrealized losses on these contracts are
recorded currently in income while unrealized gains are
deferred until contract expiration. Both gains and losses
are recorded as a component of aircraft fuel expense.
(f) Aircraft Fuel, Spare Parts and Supplies - Aircraft
fuel and maintenance and operating supplies are stated at
average cost. Flight equipment spare parts are stated at
average cost less an obsolescence allowance.
(g) Operating Property and Equipment - Owned operating
property and equipment is stated at cost. Property under
capital leases, and the related obligation for future lease
payments, are initially recorded at an amount equal to the
then present value of those lease payments.
Depreciation and amortization of owned depreciable
assets is based on the straight-line method over their
estimated service lives. Leasehold improvements are
amortized over the remaining period of the lease or the
estimated service life of the related asset, whichever is
less. Aircraft are depreciated to estimated salvage values,
generally over lives of 4 to 30 years; buildings are
depreciated over lives of 25 to 45 years; and other property
and equipment are depreciated over lives of 3 to 15 years.
Properties under capital leases are amortized on the
straight-line method over the life of the lease, or in the
case of certain aircraft, over their estimated service
lives. Lease terms are 10 to 30 years for aircraft and
flight simulators and 25 years for buildings. Amortization
of capital leases is included in depreciation and
amortization expense.
Maintenance and repairs, including the cost of minor
replacements, are charged to maintenance expense accounts.
Costs of additions to and renewals of units of property are
charged to property and equipment accounts.
(h) Intangibles - Intangibles consist primarily of
route acquisition costs and intangible pension assets (see
Note 16, "Retirement and Postretirement Plans"). Route
acquisition costs are amortized over 40 years.
(i) Mileage Plus Awards - United accrues the estimated
incremental cost of providing free travel awards earned
under its Mileage Plus frequent flyer program (including
awards earned from mileage credits sold) when such award
levels are reached. United, through its wholly owned
subsidiary, Mileage Plus Holdings, Inc., sells mileage
credits to participating partners in the Mileage Plus
program. The resulting revenue is recorded in other
operating revenues during the period in which the credits
are sold. Effective January 1, 2000, the Company intends to
change the method of accounting for the sale of mileage.
See "New Accounting Pronouncements" in Management's
Discussion and Analysis of Financial Condition and Results
of Operations.
(j) Deferred Gains - Gains on aircraft sale and
leaseback transactions are deferred and amortized over the
lives of the leases as a reduction of rental expense.
(2) Employee Stock Ownership Plans and Recapitalization
---------------------------------------------------
On July 12, 1994, the shareholders of UAL approved a
plan of recapitalization to provide an approximately 55%
equity interest in UAL to certain employees of United in
exchange for wage concessions and work-rule changes. The
employees' equity interest is being allocated to individual
employees through the year 2000 under Employee Stock
Ownership Plans ("ESOPs") which were created as a part of
the recapitalization.
The ESOPs cover employees represented by the Air Line
Pilots' Association, International, the International
Association of Machinists and Aerospace Workers and U.S.
management and salaried employees. The ESOPs include a
"Leveraged ESOP," a "Non-Leveraged ESOP" and a "Supplemental
ESOP." Both the Leveraged ESOP and the Non-Leveraged ESOP
are tax-qualified plans while the Supplemental ESOP is not a
tax-qualified plan. Shares are delivered to employees
primarily through the Leveraged ESOP, then through the Non-
Leveraged ESOP, and finally, through the Supplemental ESOP.
The equity interests are being delivered to employees
through two classes of preferred stock (Class 1 and Class 2
ESOP Preferred Stock, collectively "ESOP Preferred Stock"),
and the voting interests are being delivered through three
separate classes of preferred stocks (Class P, M and S
Voting Preferred Stock, collectively, "Voting Preferred
Stock"). The Class 1 ESOP Preferred Stock is being
delivered to an ESOP trust in seven separate sales under the
Leveraged ESOP, the last of which occurred on January 5,
2000. Based on Internal Revenue Code Limitations, shares of
the Class 2 ESOP Preferred Stock are either contributed to
the Non-Leveraged ESOP or allocated as "book entry" shares
to the Supplemental ESOP, annually through the year 2000.
The classes of preferred stock are described more fully in
Note 13, "ESOP Preferred Stock."
The Leveraged ESOP and Non-Leveraged ESOP are being
accounted for under AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans"
("SOP"). For the Leveraged ESOP, as shares of Class 1 ESOP
Preferred Stock are sold to an ESOP trust, the Company
reports the issuance as a credit to additional capital
invested and records a corresponding charge to unearned ESOP
preferred stock. ESOP compensation expense is recorded for
the average fair value of the shares committed to be
released during the period with a corresponding credit to
unearned ESOP preferred stock for the cost of the shares.
Any difference between the fair value of the shares and the
cost of the shares is charged or credited to additional
capital invested. For the Non-Leveraged ESOP, the Class 2
ESOP Preferred Stock is recorded as additional capital
invested as the shares are committed to be contributed, with
the offsetting charge to ESOP compensation expense. The
ESOP compensation expense is based on the average fair value
of the shares committed to be contributed. The Supplemental
ESOP is being accounted for under Accounting Principles
Board Opinion 25, "Accounting for Stock Issued to
Employees."
Shares of ESOP Preferred Stock are legally released or
allocated to employee accounts as of year-end. Dividends on
the ESOP Preferred Stock are also paid at the end of the
year. Dividends on unallocated shares are used by the ESOP
to pay down the loan from UAL and are not considered
dividends for financial reporting purposes. Dividends on
allocated shares are satisfied by releasing shares from the
ESOP's suspense account to the employee accounts and are
charged to equity.
During 1999, 2,334,370 shares of Class 1 ESOP Preferred
Stock, 123,841 shares of Class 2 ESOP Preferred Stock and
2,453,337 shares of Voting Preferred Stock were allocated to
employee accounts, and another 615,757 shares of Class 2
ESOP Preferred Stock were allocated in the form of "book
entry" shares, effective December 31, 1998. Another 100,180
shares of Class 2 ESOP Preferred Stock previously allocated
in book entry form were issued and either contributed to the
qualified plan or converted and sold on behalf of
terminating employees. At December 31, 1999, the year-end
allocation of Class 1 ESOP Preferred Stock to employee
accounts had not yet been completed. There were 2,390,935
shares of Class 1 ESOP Preferred Stock committed to be
released and 130,643 shares held in suspense by the ESOP as
of December 31, 1999. For the Class 2 ESOP Preferred Stock,
683,038 shares were committed to be contributed to employees
at December 31, 1999. The fair value of the unearned ESOP
shares recorded on the balance sheet at December 31, 1999
and 1998 was $41 million and $141 million, respectively.
For the Class 2 ESOP Preferred Stock committed to be
contributed to employees under the Supplemental ESOP,
employees can elect to receive their "book entry" shares in
cash upon termination of employment. The estimated fair
value of such shares at December 31, 1999 and 1998 was $954
million and $600 million, respectively.
(3) Other Income (Expense) - Miscellaneous
--------------------------------------
Other income (expense) - "Miscellaneous, net" consisted
of the following:
<TABLE>
<CAPTION>
(In Millions) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Foreign exchange gains (losses)$ 4 $ (84) $ (19)
Minority interests - - (15)
Other (2) (19) (15)
--- ---- ----
$ 2 $(103) $ (49)
=== ==== ====
</TABLE>
(4) Other Comprehensive Income
--------------------------
The following table presents the tax effect of those
items included in other comprehensive income:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
---- ---- ----
Tax Net of Tax Net of Tax Net of
Pre-Tax Effect Tax Pre-Tax Effect Tax Pre-Tax Effect Tax
------- ------ ------ ------- ------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unrealized gains on securities
Unrealized holding gains
arising during period $547 $(193) $354 $ 1 $ - $ 1 $ - $ - $ -
Minimum pension liability - - - (1) - (1) (4) 2 (2)
--- ---- --- -- -- -- -- -- --
Total other comprehensive income$547 $(193) $354 $ - $ - $ - $(4) $ 2 $(2)
=== ==== === == == == == == ==
</TABLE>
The components of accumulated other comprehensive
income consist of the following items:
<TABLE>
<CAPTION>
Unrealized Minimum Accumulated Other
Gains on Pension Comprehensive
Securities Liability Income
---------- --------- -----------------
<S> <C> <C> <C>
December 31, 1996 $ - $ - $ -
Current period change - (2) (2)
---- ---- ----
December 31, 1997 $ - $ (2) $ (2)
Current period change 1 (1) -
---- ---- ----
December 31, 1998 $ 1 $ (3) $ (2)
Current period change 354 - 354
---- ---- ----
December 31, 1999 $ 355 $ (3) $ 352
==== ==== ====
</TABLE>
Unrealized gains on securities primarily represents
gains on the Company's investments in Galileo International,
Inc. and Equant N.V. as discussed in Note 6 "Investments".
(5) Per Share Amounts
-----------------
Basic earnings per share were computed by dividing net
income before extraordinary item by the weighted-average
number of shares of common stock outstanding during the
year. In addition, diluted earnings per share amounts
include potential common shares, including common shares
issuable upon conversion of ESOP shares committed to be
released.
<TABLE>
<CAPTION>
Earnings Attributable to Common
Shareholders (Millions) 1999 1998 1997
- ------------------------------- ---- ---- ----
<S> <C> <C> <C>
Net income before extraordinary item $1,238 $ 821 $ 958
Preferred stock dividends (125) (102) (77)
----- ---- ----
Earnings attributable to common
shareholders (Basic and Diluted) $1,113 $ 719 $ 881
===== ==== ====
Shares (Millions)
- -----------------
Weighted average shares outstanding
(Basic) 52.3 56.5 58.8
Convertible ESOP preferred stock 58.0 47.1 35.9
Other 1.3 1.6 2.7
----- ----- ----
Weighted average number of shares
(Diluted) 111.6 105.2 97.4
===== ===== ====
Earnings Per Share
Basic $21.26 $12.71 $14.98
Diluted $ 9.97 $ 6.83 $ 9.04
</TABLE>
At December 31, 1999, stock options to purchase
1,334,722 shares of common stock were outstanding, but were
not included in the computation of diluted earnings per
share because the options' exercise price was greater than
the average market price of the common shares.
(6) Investments
-----------
In June 1999, United sold 17,500,000 common shares of
Galileo International, Inc. ("Galileo") in a secondary
offering for $766 million, resulting in a pre-tax gain of
approximately $669 million. This sale reduced United's
holdings in Galileo from 32 percent to approximately 15
percent, requiring United to discontinue the equity method
of accounting for its investment in Galileo. United has
classified its remaining 15,940,000 shares of Galileo common
stock as available-for-sale. The market value of these
shares at December 31, 1999 ($477 million) is reflected in
Investments in Affiliates on the balance sheet and the
market value in excess of United's investment is classified
net-of-tax ($253 million) in accumulated other comprehensive
income. The market value of United's investment in Galileo
at December 31, 1998 was $1,455 million. Included in the
Company's retained earnings is approximately $240 million of
undistributed earnings of Galileo and its predecessor
companies.
In July 1997, United completed the sale of its interest
in the Apollo Travel Services Partnership ("ATS") a 77%
owned affiliate whose accounts were consolidated, to Galileo
for $539 million in cash. This transaction resulted in a
pre-tax gain of approximately $405 million. Of this amount,
$275 million was recognized in 1997, $7 million in 1998 and
$4 million in 1999. The remaining balance ($119 million)
reduced the basis of the Company's investment in Galileo.
Under operating agreements with Galileo, United
purchases computer reservations services from Galileo and
during 1999 and 1998 provided communications services to
Galileo, while during 1997 provided marketing, sales and
communication services to Galileo. Revenues derived from
the sale of services to Galileo amounted to approximately $4
million in 1999, $13 million in 1998 and $159 million in
1997. The cost to United of services purchased from Galileo
amounted to approximately $170 million in 1999, $170 million
in 1998 and $134 million in 1997. In connection with the
sale of ATS, United entered into an additional services
agreement with Galileo under which the Company provides
certain marketing and other services designed to increase
the competitiveness of Galileo's business and to generate
additional bookings and revenues for Galileo. In December
1999, United recognized $14 million in other operating
revenues related to the achievement of improvements in
Galileo's air booking revenues as specified in the
agreements.
Prior to the sale to Galileo, ATS contributed the
following amounts to the Company's consolidated results, net
of intercompany eliminations and minority interests:
<TABLE>
<CAPTION>
(In Millions) Year Ended December 31, 1997
- ------------- ----------------------------
<S> <C>
Operating revenues $ 147
Operating income $ 63
Earnings before income taxes $ 50
</TABLE>
United owns depositary certificates in Equant N.V.
("Equant"), a provider of international data network
services to multinational businesses and a single source for
global desktop communications. Each depositary certificate
represents a beneficial interest in an Equant common share.
During the fourth quarter of 1999, transferability
restrictions on these shares were removed and the investment
was classified as available-for-sale. The market value in
excess of United's investment is classified net-of-tax ($100
million) in accumulated other comprehensive income. In
December 1999, United sold 709,000 shares of common stock in
Equant in a secondary offering by Equant for $62 million.
At December 31, 1999, the estimated fair value of United's
remaining investment in Equant was approximately $156
million.
GetThere.com is a leading provider of internet-based
travel planning products tailored to individual, corporate,
travel supplier and travel agency customers. During 1999,
United invested approximately $51 million in GetThere.com,
resulting in a 28% minority interest in GetThere.com
consisting of common stock, warrants and options. United
accounts for its investment in GetThere.com using the equity
method of accounting.
In July 1999, United and Buy.com agreed to form a joint
venture (BuyTravel.com) to sell travel on all major
airlines, as well as hotels, car rentals and cruises via the
Internet. Both United and Buy.com will have a 50 percent
interest in BuyTravel.com. United also received warrants
exercisable for 2.0 million shares of Buy.com common stock.
United will account for its investment in BuyTravel.com
using the equity method of accounting.
In November 1999, United entered into a participation
agreement with Priceline.com to provide inventory to
Priceline.com. In exchange, United received 5.5 million
warrants for Priceline.com common stock exercisable in five
years. The participation agreement contains early exercise
provisions allowing United to exercise the warrants if in
three years specific performance criteria are met. The
warrants have been valued at $61 million by an investment
bank and are being recognized as passenger revenue over a
three-year period. In 1999, the total revenue recognized
was $6 million.
(7) Income Taxes
------------
In 1999, the alternative minimum tax ("AMT") liability
of the Company exceeded the regular tax liability resulting
in additional AMT credits. The federal income tax liability
is the greater of the tax computed using the regular tax
system or the tax under the AMT system. If the regular tax
liability exceeds the AMT liability and AMT credits are
available, then AMT credits are used to reduce the net tax
liability to the amount of the AMT liability.
The provision for income taxes is summarized as
follows:
<TABLE>
<CAPTION>
(In Millions) 1999 1998 1997
- ------------- ---- ---- ----
<S> <C> <C> <C>
Current -
Federal $ 93 $ 113 $ 312
State 16 9 55
---- ---- ----
109 122 367
---- ---- ----
Deferred -
Federal 536 270 178
State 54 37 16
---- ---- ----
590 307 194
---- ---- ----
$ 699 $ 429 $ 561
==== ==== ====
</TABLE>
The income tax provision differed from amounts computed
at the statutory federal income tax rate, as follows:
<TABLE>
<CAPTION>
(In Millions) 1999 1998 1997
- ------------- ---- ---- ----
<S> <C> <C> <C>
Income tax provision at
statutory rate $ 680 $ 440 $ 533
State income taxes, net of
federal income tax benefit 46 30 46
ESOP dividends (40) (33) (25)
Nondeductible employee meals 24 24 26
Tax credits - (7) (2)
Other, net (11) (25) (17)
---- ---- ----
$ 699 $ 429 $ 561
==== ==== ====
</TABLE>
Temporary differences and carryforwards that give rise
to a significant portion of deferred tax assets and
liabilities for 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
(In Millions) 1999 1998
- ------------- ---- ----
Deferred Tax Deferred Tax Deferred Tax Deferre Tax
Assets Liabilities Assets Liabilities
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Employee benefits,
including postretirement
medical and ESOP $ 990 $ 135 $ 964 $ 130
Depreciation, capitalized
interest and transfers of
tax benefits - 2,489 - 1,937
Gains on sale and
leasebacks 335 - 368 -
Rent expense 435 - 411 -
AMT credit carryforwards 210 - 198 -
Other 758 1,029 773 789
----- ----- ----- -----
$2,728 $3,653 $2,714 $2,856
===== ===== ===== =====
</TABLE>
At December 31, 1999, UAL and its subsidiaries had $210
million of federal AMT credits which may be carried forward
to reduce the tax liabilities of future years.
(8) Short-Term Borrowings
---------------------
United has an agreement with a syndicate of banks for a
$750 million revolving credit facility expiring in 2002.
Interest on drawn amounts under the facility is calculated
at floating rates based on the London interbank offered rate
("LIBOR") plus a margin which is subject to adjustment based
on certain changes in the credit ratings of United's long-
term senior unsecured debt. Among other restrictions, the
credit facility contains a covenant that restricts United's
ability to grant liens on or otherwise encumber certain
identified assets with a market value of approximately $1.1
billion.
Additionally, United has available $900 million in
short-term secured aircraft financing facilities. Interest
on drawn amounts under the facilities is calculated at
floating rates based on LIBOR plus a margin.
At December 31, 1999, United had outstanding $61
million under a separate short-term borrowing facility,
bearing an average interest rate of 5.72%. Receivables
amounting to $233 million were pledged by United to secure
repayment of such outstanding borrowings. The maximum
available borrowing amount under this arrangement is $227
million.
(9) Long-Term Debt
--------------
A summary of long-term debt, including current
maturities, as of December 31 is as follows (interest rates
are as of December 31, 1999):
<TABLE>
<CAPTION>
(In Millions) 1999 1998
- ------------- ---- ----
<S> <C> <C>
Secured notes, 5.71% to 8.99%,
averaging 6.38%, due through 2014 $ 1,229 $ 1,389
Debentures, 9.00% to 11.21%,
averaging 9.98%, due through 2021 762 785
Promissory notes, 11.00%, due 2000 1 13
Commercial paper, 6.10%, due
through 2003 571 591
Special facility bonds, 5.63%, due 2034 190 190
------ ------
2,753 2,968
------ ------
Less: Unamortized discount on debt (11) (12)
Current maturities (92) (98)
------ ------
$ 2,650 $ 2,858
====== ======
</TABLE>
In addition to scheduled principal payments, in 1999
the Company repaid $23 million in principal amount of
debentures prior to maturity. The debentures were scheduled
to mature through 2021. An extraordinary loss of $3
million, net of tax benefits of $2 million was recorded
reflecting amounts paid in excess of the debt carrying
value.
In March 1998, the Company, through a special-purpose
financing entity that is consolidated, issued $604 million
of commercial paper to refinance certain lease commitments.
Although the issued commercial paper has short maturities,
the Company expects to continually rollover this obligation
throughout the 5-year life of its supporting liquidity
facility or bank standby facility. As such, the commercial
paper is classified as a long-term obligation in the
Company's statement of financial position.
In 1997, the California Statewide Communities
Development Authority (the "Authority") issued $190 million
in special facilities revenue bonds to finance the
acquisition and construction of certain facilities at the
Los Angeles International Airport which United guarantees
payment of under a payment agreement with the Authority.
The bond proceeds are restricted to expenditures on the Los
Angeles facilities and unspent amounts are classified as
other assets in the balance sheet.
At December 31, 1999, United had outstanding a total of
$1.307 billion of long-term debt bearing interest rates at
22 to 47.5 basis points over LIBOR.
Maturities of long-term debt for each of the four years
after 2000 are: 2001 - $83 million; 2002 - $597 million;
2003 - $681 million; and 2004 - $302 million. Various
assets, principally aircraft, having an aggregate book value
of $1.348 billion at December 31, 1999, were pledged as
security under various loan agreements.
(10) Lease Obligations
-----------------
The Company leases aircraft, airport passenger terminal
space, aircraft hangars and related maintenance facilities,
cargo terminals, other airport facilities, real estate,
office and computer equipment and vehicles.
Future minimum lease payments as of December 31, 1999,
under capital leases (substantially all of which are for
aircraft) and operating leases having initial or remaining
noncancelable lease terms of more than one year are as
follows:
<TABLE>
<CAPTION>
(In Millions) Operating Leases Capital
Aircraft Non-aircraft Leases
-------- ------------ -------
<S> <C> <C> <C>
Payable during -
2000 $ 912 $ 458 $ 350
2001 884 442 445
2002 871 401 385
2003 912 389 286
2004 946 376 296
After 2004 9,874 5,628 1,906
------ ------ ------
Total minimum lease payments $14,399 $7,694 3,668
====== ======
Imputed interest (at rates of 5.3% to 12.2% (1,141)
------
Present value of minimum lease payments 2,527
Current portion (190)
------
Long-term obligations under capital leases $ 2,337
======
</TABLE>
As of December 31, 1999, United leased 317 aircraft, 76
of which were under capital leases. These leases have terms
of 10 to 26 years, and expiration dates range from 2000
through 2020.
In connection with the financing of certain aircraft
accounted for as capital leases, United had on deposit at
December 31, 1999 an aggregate 39 billion yen ($379
million), 326 million German marks ($167 million), 64
million French francs ($10 million), 27 million Euro ($27
million) and $11 million in certain banks and had pledged an
irrevocable security interest in such deposits to certain of
the aircraft lessors. These deposits will be used to pay
off an equivalent amount of recorded capital lease
obligations.
Amounts charged to rent expense, net of minor amounts
of sublease rentals, were $1.412 billion in 1999, $1.385
billion in 1998 and $1.416 billion in 1997. Included in
1999 rental expense was $11 million in contingent rentals,
resulting from changes in interest rates for operating
leases under which the rent payments are based on variable
interest rates.
(11) Company-Obligated Mandatorily Redeemable Preferred
Securities of a Subsidiary Trust
--------------------------------------------------
In December 1996, UAL Corporation Capital Trust I (the
"Trust") issued $75 million of its 13 1/4% Trust Originated
Preferred Securities (the "Preferred Securities") in
exchange for 2,999,304 depositary shares, each representing
1/1000 of one share of Series B 12 1/4% preferred stock (see
Note 12). Concurrent with the issuance of the Preferred
Securities and the related purchase by UAL of the Trust's
common securities, the Company issued to the Trust $77
million aggregate principal amount of its 13 1/4% Junior
Subordinated Debentures (the "Debentures") due 2026. The
Debentures are and will be the sole assets of the Trust.
The interest and other payment dates on the Debentures
correspond to the distribution and other payment dates on
the Preferred Securities. Upon maturity or redemption of
the Debentures, the Preferred Securities will be mandatorily
redeemed. The Debentures are redeemable at UAL's option, in
whole or in part, on or after July 12, 2004, at a redemption
price equal to 100% of the principal amount to be redeemed,
plus accrued and unpaid interest to the redemption date.
Upon the repayment of the Debentures, the proceeds thereof
will be applied to redeem the Preferred Securities.
There is a full and unconditional guarantee by UAL of
the Trust's obligations under the securities issued by the
Trust. However, the Company's obligations are subordinate
and junior in right of payment to certain other of its
indebtedness. UAL has the right to defer payments of
interest on the Debentures by extending the interest payment
period, at any time, for up to 20 consecutive quarters. If
interest payments on the Debentures are so deferred,
distributions on the Preferred Securities will also be
deferred. During any deferral, distributions will continue
to accrue with interest thereon. In addition, during any
such deferral, UAL may not declare or pay any dividend or
other distribution on, or redeem or purchase, any of its
capital stock.
The fair value of the Preferred Securities at December
31, 1999 and 1998 was $83 and $90 million, respectively.
(12) Serial Preferred Stock
----------------------
At December 31, 1999, UAL had outstanding 3,203,177
depositary shares, each representing 1/1000 of one share of
Series B 12 1/4% preferred stock, with a liquidation
preference of $25 per depositary share ($25,000 per Series B
preferred share) and a stated capital of $0.01 per Series B
preferred share. Under its terms, any portion of the Series
B preferred stock or the depositary shares is redeemable for
cash after July 11, 2004, at UAL's option, at the equivalent
of $25 per depositary share, plus accrued dividends. The
Series B preferred stock is not convertible into any other
securities, has no stated maturity and is not subject to
mandatory redemption.
The Series B preferred stock ranks senior to all other
preferred and common stock, except the Preferred Securities,
as to receipt of dividends and amounts distributed upon
liquidation. The Series B preferred stock has voting rights
only to the extent required by law and with respect to
charter amendments that adversely affect the preferred stock
or the creation or issuance of any security ranking senior
to the preferred stock. Additionally, if dividends are not
paid for six cumulative quarters, the Series B preferred
stockholders are entitled to elect two additional members to
the UAL Board of Directors until all dividends are paid in
full. Pursuant to UAL's restated certificate of
incorporation, UAL is authorized to issue a total of 50,000
shares of Series B preferred stock.
During 1998, UAL repurchased 64,300 depositary shares,
at an aggregate cost of $3 million, to be held in treasury.
UAL is authorized to issue up to 15,986,584 additional
shares of serial preferred stock.
(13) ESOP Preferred Stock
--------------------
The following activity related to UAL's outstanding
ESOP preferred stocks (see Note 2 for a description of the
ESOPs):
<TABLE>
<CAPTION>
Class 1 ESOP Class 2 ESOP ESOP Voting
------------ ------------ -----------
<S> <C> <C> <C>
Balance December 31, 1996 6,950,462 644,510 4,422,436
--------- ------- ---------
Shares issued 1,848,629 242,877 3,073,969
Converted to common (146,473) (81,127) (229,999)
--------- ------- ---------
Balance December 31, 1997 8,652,618 806,260 7,266,406
--------- ------- ---------
Shares issued 2,011,812 177,166 3,073,969
Converted to common (213,061) (116,104) (331,620)
---------- ------- ----------
Balance December 31, 1998 10,451,369 867,322 10,008,755
---------- ------- ----------
Shares issued 1,955,756 227,689 3,073,969
Converted to common (306,662) (146,975) (457,401)
---------- ------- ----------
Balance December 31, 1999 12,100,463 948,036 12,625,323
========== ======= ==========
</TABLE>
An aggregate of 17,675,345 shares of Class 1 and Class
2 ESOP Preferred Stock will be issued to employees under the
ESOPs. Each share of ESOP Preferred Stock is convertible
into four shares of UAL common stock and shares are
converted to common as employees retire or otherwise leave
the Company. The stock has a par value of $0.01 per share
and is nonvoting. The Class 1 ESOP Preferred Stock has a
liquidation value of $126.96 per share plus all accrued and
unpaid dividends; the Class 2 does not have a liquidation
value. The Class 1 ESOP Preferred Stock provides a fixed
annual dividend of $8.8872 per share, which ceases on March
31, 2000; the Class 2 does not pay a fixed dividend.
Class P, M and S Voting Preferred Stocks were
established to provide the voting power to the employee
groups participating in the ESOPs. Additional Voting
Preferred Stock is issued as shares of the Class 1 and Class
2 ESOP Preferred Stock are allocated to employees. In the
aggregate, 17,675,345 shares of Voting Preferred Stock will
be issued through the year 2000. The Voting Preferred Stock
outstanding at any time commands voting power for
approximately 55% of the vote of all classes of capital
stock in all matters requiring a stockholder vote, other
than for the election of members of the Board of Directors.
The Voting Preferred Stock has a par value and liquidation
preference of $0.01 per share. The stock is not entitled to
receive any dividends and is convertible into .0004 shares
of UAL common stock.
Class Pilot MEC, IAM, SAM and I junior preferred stock
(collectively "Director Preferred Stocks") were established
to effectuate the election of one or more members to UAL's
Board of Directors. One share each of Class Pilot MEC and
Class IAM junior preferred stock is authorized and issued.
The Company is authorized to issue ten shares each of Class
SAM and Class I junior preferred stock. There are three
shares of Class SAM and four shares of Class I issued. Each
of the Director Preferred Stocks has a par value and
liquidation preference of $0.01 per share. The stock is not
entitled to receive any dividends and Class I will be
redeemed automatically upon the transfer of the shares to
any person not elected to the Board of Directors or upon the
occurrence of the "Sunset."
14) Common Stockholders' Equity
---------------------------
Changes in the number of shares of UAL common stock
outstanding during the years ended December 31 were as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Shares outstanding at
beginning of year 51,804,653 57,320,486 58,817,480
Stock options exercised 939,262 382,136 840,100
Shares issued from treasury
under compensation arrangements 89,745 11,944 28,224
Shares acquired for treasury (3,877,912) (7,237,975) (3,269,393)
Forfeiture of restricted stock (5,800) (7,600) (25,120)
Conversion of ESOP preferred stock 1,814,731 1,316,786 911,300
Other 11,904 18,876 17,895
---------- ---------- ----------
Shares outstanding at end of year 50,776,583 51,804,653 57,320,486
========== ========== ==========
</TABLE>
During 1999, 1998 and 1997, the Company repurchased
3,754,802, 7,061,109 and 2,881,092 shares of common stock,
respectively, at a total purchase price of $261 million,
$459 million and $250 million, respectively.
(15) Stock Options and Awards
------------------------
The Company has granted options to purchase common
stock to various officers and employees. The option price
for all stock options is at least 100% of the fair market
value of UAL common stock at the date of grant. Options
generally vest and become exercisable in four equal, annual
installments beginning one year after the date of grant, and
generally expire in ten years.
As a result of the 1994 recapitalization, all
outstanding options became fully vested at the time of the
transaction and the holders of such options became eligible
to utilize the cashless exercise features of stock options.
Under a cashless exercise, the Company withholds, at the
election of the optionee, from shares that would otherwise
be issued upon exercise, that number of shares having a fair
market value equal to the exercise price and/or related
income taxes. For outstanding options eligible for cashless
exercise, changes in the market price of the stock are
charged (credited) to earnings currently. The expense
(credit) recorded for such eligible options was $4 million
in 1999, $(7) million in 1998 and $14 million in 1997.
Stock options which were outstanding at the time of the
recapitalization are exercisable for shares of old common
stock, each of which is in turn converted into two shares of
new common stock and $84.81 in cash upon exercise.
Subsequent to the recapitalization, the Company granted
stock options which are exercisable for shares of new common
stock.
The Company has also awarded shares of restricted stock
to officers and key employees. These shares generally vest
over a five-year period and are subject to certain transfer
restrictions and forfeiture under certain circumstances
prior to vesting. Unearned compensation, representing the
fair market value of the stock at the measurement date for
the award, is amortized to salaries and related costs over
the vesting period. During 1999 and 1997, respectively,
75,000 and 5,000 shares of restricted stock were issued from
treasury. No shares were issued in 1998. As of December
31, 1999, 154,400 shares were restricted and still
nonvested. Additionally, 277,250 shares were reserved for
future awards under the plan.
SFAS No. 123 ("Accounting for Stock-Based
Compensation") establishes a fair value based method of
accounting for stock options. The Company has elected to
continue using the intrinsic value method of accounting
prescribed in APB 25, as permitted by SFAS No. 123. Had
compensation cost for awards been determined based on the
fair value at the grant dates consistent with the method of
SFAS No. 123, the Company's net income and earnings per
share would have instead been reported as the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net income (millions) As reported $ 1,235 $ 821 $ 949
Pro forma $ 1,219 $ 812 $ 944
Basic earnings per share As reported $ 21.20 $12.71 $14.83
Pro forma $ 20.89 $12.55 $14.75
Diluted earnings per share As reported $ 9.94 $ 6.83 $ 8.95
Pro forma $ 9.79 $ 6.74 $ 8.94
</TABLE>
The weighted-average grant date fair value of
restricted shares issued was $69.51 for shares issued in
1999 and $87.44 for shares issued in 1997. The fair value
of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the
following assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate 5.2% 5.6% 6.4%
Dividend yield 0.0% 0.0% 0.0%
Volatility 34.0% 33.0% 32.0%
Expected life (years) 4.0 4.0 4.0
</TABLE>
Stock option activity for the past three years was as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
Old Share Options: Wtd Avg Wtd Avg Wtd Avg
Shares Exer Price Shares Exer Price Shares Exer Price
------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 118,475 $121.64 168,393 $121.65 356,118 $120.80
Exercised (42,125) $130.53 (49,918) $121.67 (187,725) $120.03
------- ------- -------
Outstanding at
end of year 76,350 $116.74 118,475 $121.64 168,393 $121.65
Options exercisable
at year-end 76,350 $116.74 118,475 $121.64 168,393 $121.65
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
New Share Options: Wtd Avg Wtd Avg Wtd Avg
Shares Exer Price Shares Exer Price Shares Exer Price
------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 5,411,836 $45.07 4,749,612 $36.27 4,828,990 $31.64
Granted 2,081,600 $64.29 1,064,200 $81.40 449,100 $77.86
Exercised (855,012) $25.67 (282,300) $28.79 (464,650) $25.58
Terminated (124,715) $70.74 (119,676) $57.12 (63,828) $57.45
--------- --------- ---------
Outstanding at
end of year 6,513,709 $53.27 5,411,836 $45.07 4,749,612 $36.27
Options exercisable
at year-end 3,240,210 $38.26 3,400,607 $29.97 2,518,238 $26.63
Reserved for future
grants at year-end 1,466,019 3,422,904 4,397,428
Wtd avg fair value
of options granted
during the year $22.31 $27.95 $27.40
</TABLE>
The following information related to stock options
outstanding as of December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------- -------------------
Weighted-Average
Range of Outstanding at Remaining Weighted-Average Exercisable at Weighted-Average
Exercise Prices December 31, 1999 Contractual Life Exercise Price December 31, 1999 Exercise Price
- --------------- ----------------- ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Old Share Options:
$91 to 153 76,350 2.0 years $116.74 76,350 $116.74
New Share Options:
$20 to 29 1,940,940 4.6 years $ 22.88 1,940,940 $ 22.88
$37 to 57 1,175,747 6.3 years $ 52.69 877,248 $ 52.37
$60 to 69 1,918,800 9.2 years $ 62.75 30,000 $ 63.29
$70 to 88 1,478,222 8.3 years $ 81.33 392,022 $ 80.96
--------- ---------
6,513,709 3,240,210
</TABLE>
(16) Retirement and Postretirement Plans
-----------------------------------
The Company has various retirement plans, both defined
benefit and defined contribution, which cover substantially
all employees. The Company also provides certain health
care benefits, primarily in the U.S., to retirees and
eligible dependents, as well as certain life insurance
benefits to retirees. The Company has reserved the right,
subject to collective bargaining agreements, to modify or
terminate the health care and life insurance benefits for
both current and future retirees.
The following table sets forth the reconciliation of
the beginning and ending balances of the benefit obligation
and plan assets, the funded status and the amounts
recognized in the statement of financial position for the
defined benefit and other postretirement plans as of
December 31:
<TABLE>
<CAPTION>
(In Millions)
Change in Benefit Obligation Pension Benefits Other Benefits
- ---------------------------- ---------------- --------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Benefit obligation at
beginning of year $8,038 $7,272 $1,626 $1,706
Service cost 295 276 53 48
Interest cost 583 533 116 109
Plan participants' contributions 1 1 7 -
Amendments 1 1 - -
Actuarial (gain) loss (1,161) 274 (254) (169)
Foreign currency exchange
rate changes 12 13 - -
Benefits paid (388) (332) (83) (68)
----- ----- ----- -----
Benefit obligation at
end of year $7,381 $8,038 $1,465 $1,626
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Change in Plan Assets
- ---------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Fair value of plan assets
at beginning of year $7,654 $6,859 $ 112 $ 107
Actual return on plan assets 1,255 934 6 8
Employer contributions 175 187 71 -
Plan participants' contributions 1 1 7 -
Foreign currency exchange
rate changes 4 5 - -
Benefits paid (388) (332) (83) (3)
----- ----- ---- ----
Fair value of plan assets
at end of year $8,701 $7,654 $ 113 $ 112
===== ===== ==== ====
Funded status $1,320 $ (384) $(1,352) $(1,514)
Unrecognized actuarial
(gains) losses (1,870) (122) (229) 19
Unrecognized prior
service costs 604 660 - -
----- ----- ----- -----
Net amount recognized $ 54 $ 154 $(1,581) $(1,495)
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Amounts recognized in the statement
of financial position consist of:
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Prepaid (accrued) benefit cost $ 54 $ 154 $(1,581) $(1,495)
Accrued benefit liability (151) (274) - -
Intangible asset 148 271 - -
Accumulated other
comprehensive income 3 3 - -
---- ----- ----- -----
Net amount recognized $ 54 $ 154 $(1,581) $(1,495)
==== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Weighted-average assumptions 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Discount rate 8.25% 7.00% 7.00% 7.00%
Expected return on plan assets 9.75% 9.75% 8.00% 8.00%
Rate of compensation increase 4.10% 4.05% - -
</TABLE>
The assumed health care cost trend rates for gross
claims paid were 4.0% and 5.0% for 1999 and 1998,
respectively.
The net periodic benefit cost included the following
components:
<TABLE>
<CAPTION>
(In Millions) Pension Benefits Other Benefits
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 295 $ 276 $ 232 $ 53 $ 48 $ 44
Interest cost 583 533 477 116 109 107
Expected return on plan assets (665) (581) (531) (9) (8) (8)
Amortization of prior service
cost including transition
obligation/(asset) 57 57 36 - - -
Recognized actuarial (gain)/loss 1 9 1 (5) (4) (5)
---- ---- ---- ---- ---- ----
Net period benefit cost $ 271 $ 294 $ 215 $ 155 $ 145 $ 138
==== ==== ==== ==== ==== ====
</TABLE>
Total pension expense for all retirement plans
(including defined contribution plans) was $285 million in
1999, $304 million in 1998 and $229 million in 1997.
The projected benefit obligation, accumulated benefit
obligation, and fair value of plan assets for the plans with
accumulated benefit obligations in excess of plan assets
were $500 million, $444 million, and $47 million,
respectively, as of December 31, 1999, and $1.688 billion,
$1.510 billion, and $1.118 billion, respectively, as of
December 31, 1998.
Assumed health care cost trend rates have a significant
effect on the amounts reported for the health care plan. A
one-percentage-point change in assumed health care trend
rate would have the following effects:
<TABLE>
<CAPTION>
(In Millions) 1% Increase 1% Decrease
- ------------- ----------- -----------
<S> <C> <C>
Effect on total service and interest cost $ 28 $ 23
Effect on postretirement benefit obligation $186 $154
</TABLE>
Changes in interest rates or rates of inflation may
impact the assumptions used in the valuation of pension
obligations and postretirement obligations including
discount rates and rates of increase in compensation,
resulting in increases or decreases in United's pension and
postretirement liabilities and pension and postretirement
costs.
(17) Financial Instruments and Risk Management
-----------------------------------------
See Item 7A. Quantitative and Qualitative Disclosures
About Market Risk ("Item 7A") for a discussion of the
Company's foreign currency and fuel price risk management
activities, and the fair value of all significant financial
instruments.
Credit Exposures of Derivatives
The Company's theoretical risk in the derivative
financial instruments described in Item 7A is the cost of
replacing the contracts at current market rates in the event
of default by any of the counterparties. However, the
Company does not anticipate such default as counterparties
are selected based on credit ratings and the relative market
positions with each counterparty are monitored.
Financial Guarantees
Special facility revenue bonds have been issued by
certain municipalities to build or improve airport and
maintenance facilities leased by United. Under the lease
agreements, United is required to make rental payments in
amounts sufficient to pay the maturing principal and
interest payments on the bonds. At December 31, 1999,
$1.274 billion principal amount of such bonds was
outstanding. As of December 31, 1999, UAL and United had
jointly guaranteed $35 million of such bonds and United had
guaranteed $1.258 billion of such bonds, including accrued
interest. The payments required to satisfy these
obligations are included in the future minimum lease
payments disclosed in Note 10, "Lease Obligations."
Concentrations of Credit Risk
The Company does not believe it is subject to any
significant concentration of credit risk. Most of the
Company's receivables result from sales of tickets to
individuals through geographically dispersed travel agents,
company outlets or other airlines, often through the use of
major credit cards. These receivables are short term,
generally being settled shortly after the sale.
(18) Commitments, Contingent Liabilities and Uncertainties
-----------------------------------------------------
The Company 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 the Company 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.
UAL records liabilities for legal and environmental claims
against it in accordance with generally accepted accounting
principles. These amounts are recorded based on the
Company's assessments of the likelihood of their eventual
settlements. The amounts of these liabilities could
increase or decrease in the near term, based on revisions to
estimates relating to the various claims.
At December 31, 1999, commitments for the purchase of
property and equipment, principally aircraft, approximated
$4.4 billion, after deducting advance payments. An
estimated $2.0 billion will be spent in 2000, $1.8 billion
in 2001 and $0.6 billion in 2002. The major commitments
are for the purchase of A319, A320, B747, B767, and B777
aircraft, which are scheduled to be delivered through 2002.
These commitments, combined with aircraft retirements, are
part of the Company's plan to eventually increase the fleet
to an expected 645 aircraft at the end of 2001.
In connection with the construction of the Indianapolis
Maintenance Center, United agreed to spend an aggregate $800
million on capital investments by the year 2001 and employ
at least 7,500 individuals by the year 2004. In the event
such targets are not reached, United may be required to make
certain payments to the city of Indianapolis and state of
Indiana.
Approximately 79% of United's employees are represented
by various labor organizations. The labor contracts with
the Air Line Pilots' Association and the International
Association of Machinists and Aerospace Workers become
amendable in April and July 2000, respectively. The Company
is currently in the process of negotiating these contracts.
The contract with the Association of Flight Attendants
becomes amendable in 2006. See Other Information, "Labor
Agreements and Wage Adjustments" in Management's Discussion
and Analysis of Financial Condition and Results of
Operations for details.
(19) Segment Information
-------------------
United has a global route network designed to transport
passengers and cargo between destinations in North America,
the Pacific, Latin America and Europe. These regions
constitute United's four reportable segments. The
accounting policies for each of these segments are the same
as those described in Note 1, "Summary of Significant
Accounting Policies," except that segment financial
information has been prepared using a management approach
which is consistent with how the Company's management
internally disaggregates financial information for the
purpose of making internal operating decisions. UAL
evaluates performance based on United's fully distributed
earnings before income taxes and gains on sales. Revenues
are attributed to each reportable segment based on the
allocation guidelines provided by the U.S. Department of
Transportation, which classifies flights between the U.S.
and foreign designations as part of each respective region.
A reconciliation of the total amounts reported by reportable
segments to the applicable amounts in the financial
statements follows:
<TABLE>
<CAPTION>
(In Millions) Year Ended December 31, 1999
- ------------- ----------------------------
Reportable
Latin Segment Consolidated
Domestic Pacific America Atlantic Total Other Total
-------- ------- ------- -------- --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $12,516 $ 2,691 $ 787 $1,973 $17,967 $ 60 $ 18,027
Interest income 40 14 4 10 68 - 68
Interest expense 217 79 21 55 372 (10) 362
Equity in earnings of
affiliates 21 9 2 5 37 - 37
Depreciation and amortization 550 145 42 115 852 15 867
Fully distributed earnings
before income taxes &
gains on sales 1,460 171 49 230 1,910 57 1,967
</TABLE>
<TABLE>
<CAPTION>
(In Millions) Year Ended December 31, 1998
- ------------- ----------------------------
Reportable
Latin Segment Consolidated
Domestic Pacific America Atlantic Total Other Total
-------- ------- ------- -------- --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $11,997 $ 2,843 $ 832 $1,846 $17,518 $ 43 $17,561
Interest income 33 14 3 8 58 1 59
Interest expense 207 84 22 49 362 (7) 355
Equity in earnings of
affiliates 41 17 4 10 72 - 72
Depreciation and amortization 520 145 45 95 805 (12) 793
Fully distributed earnings
before income taxes 1,641 63 68 277 2,049 36 2,085
</TABLE>
<TABLE>
<CAPTION>
(In Millions) Year Ended December 31, 1997
- ------------- ----------------------------
Reportable
Latin Segment Consolidated
Domestic Pacific America Atlantic Total Other Total
-------- ------- ------- -------- --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $11,214 $3,552 $ 824 $ 1,745 $17,335 $ 43 $17,378
Interest income 29 13 3 6 51 1 52
Interest expense 166 73 15 36 290 (4) 286
Equity in earnings of
affiliates 38 17 3 8 66 - 66
Depreciation and amortization 474 159 38 76 747 (23) 724
Fully distributed earnings
before income taxes &
gains on sales 1,189 512 109 287 2,097 36 2,133
</TABLE>
<TABLE>
<CAPTION>
(In Millions) 1999 1998 1997
- ------------- ---- ---- ----
<S> <C> <C> <C>
Total fully distributed earnings
for reportable segments $ 1,910 $ 2,049 $ 2,097
Gains on sales 731 - 378
UAL subsidiary earnings 57 36 36
Less: ESOP compensation expense 756 829 987
------ ------ ------
Total earnings before income taxes
distributions on preferred securities
and extraordinary item $ 1,942 $ 1,256 $ 1,524
====== ====== ======
</TABLE>
UAL's operations involve an insignificant level of
dedicated revenue producing assets by reportable segment.
The overwhelming majority of UAL's revenue producing assets
can be deployed in any of the four reportable segments. UAL
has significant intangible assets related to the acquisition
of its Atlantic and Latin America route authorities.
(20) Statement of Consolidated Cash Flows - Supplemental
Disclosures
---------------------------------------------------
Supplemental disclosures of cash flow information and
non-cash investing and financing activities were as follows:
<TABLE>
<CAPTION>
(In Millions) 1999 1998 1997
- ------------- ---- ---- ----
<S> <C> <C> <C>
Cash paid during the year for:
Interest (net of amounts
capitalized) $ 260 $ 234 $ 152
Income taxes 296 160 362
Non-cash transactions:
Capital lease obligations incurred 482 701 643
Long-term debt incurred in connection
with additions to equipment - - 185
Note receivables recorded in
connection with the sale of
equipment and leasehold improvements - - 61
Increase (decrease) in pension
intangible assets (123) (15) 200
Net unrealized gain on
investment in affiliates 356 - -
</TABLE>
(21) Selected Quarterly Financial Data (Unaudited)
---------------------------------------------
<TABLE>
<CAPTION>
(In Millions) 1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C>
1999:
Operating revenues $4,160 $4,541 $4,845 $4,481 $18,027
Earnings from operations 146 433 619 193 1,391
Earnings before extraordinary item 78 672 359 129 1,238
Extraordinary loss on early
extinguishment of debt - (3) - - (3)
Net earnings $ 78 $ 669 $ 359 $ 129 $ 1,235
Per share amounts, basic:
Earnings before extraordinary item $ 0.91 $12.26 $ 6.18 $ 1.85 $ 21.26
Extraordinary loss on early
extinguishment of debt - (0.05) - - (0.06)
Net earnings $ 0.91 $12.21 $ 6.18 $ 1.85 $ 21.20
Net earnings per share, diluted $ 0.44 $ 5.78 $ 2.89 $ 0.84 $ 9.94
1998:
Operating revenues $4,055 $4,442 $4,783 $4,281 $17,561
Earnings from operations 123 470 695 191 1,478
Net earnings $ 61 $ 282 $ 425 $ 54 $ 821
Earnings per share, basic $ 0.60 $ 4.43 $ 6.91 $ 0.53 $ 12.71
Earnings per share, diluted $ 0.34 $ 2.44 $ 3.71 $ 0.27 $ 6.83
</TABLE>
The sum of quarterly earnings per share amounts is not
the same as annual earnings per share amounts because of
changing numbers of shares outstanding.
During the second quarter of 1999, UAL recognized a pre-
tax gain of $669 million on the sale of a portion of its
investment in Galileo. Additionally, in the fourth quarter
1999, UAL recognized a pre-tax gain of $62 million on the
sale of a portion of its investment in Equant. (See Note 6,
"Investments").
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
2000 Annual Meeting of Stockholders. Information regarding the
executive officers is included in Part I of this Form 10-K under
the caption "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
2000 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
2000 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
2000 Annual Meeting of Stockholders.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a) 1. Financial Statements. The financial statements
required by this item are listed in Item 8, "Financial Statements
and Supplementary Data" herein.
2. Financial Statement Schedules. The financial statement
schedule required by this item is listed below and included in
this report after the signature page hereto.
Schedule II - Valuation and Qualifying Accounts for the
years ended December 31, 1999, 1998, and 1997.
All other schedules are omitted because they are not
applicable, not required or the required information is
shown in the consolidated financial statements or notes
thereto.
3. Exhibits. The exhibits required by this item are
listed in the Exhibit Index which immediately precedes the
exhibits filed with this Form 10-K, and is incorporated herein by
this reference. Each of Exhibits 10.30 through 10.41 listed in
the Exhibit Index is a management contract or compensatory plan
or arrangement required to be filed as an exhibit pursuant to
Item 14(c) of Form 10-K.
(b) Reports on Form 8-K.
Form 8-K dated October 19, 1999 to report a press release in
which UAL Corporation announced a strategic investment in Air
Canada.
Form 8-K dated October 20, 1999 to report a cautionary
statement for purposes of the "Safe Harbor for Forward Looking
Statements" provision of the Private Securities Litigation Reform
Act.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 24th day of February 2000.
UAL CORPORATION
By: /s/ James E. Goodwin
--------------------
James E. Goodwin
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on the 24th day of
February 2000 by the following persons on behalf of the
registrant and in the capacities indicated.
/s/ James E. Goodwin /s/ Douglas A. Hacker
- -------------------- ---------------------
James E. Goodwin Douglas A. Hacker
Chairman of the Board and Chief Executive Vice President and
Executive Officer (principal Chief Financial Officer
executive officer) (principal financial and
accounting officer)
/s/ Rono Dutta /s/ Hazel R. O'Leary
- -------------- --------------------
Rono Dutta Hazel R. O'Leary
Director Director
/s/ John W. Creighton, Jr. /s/ Deval L. Patrick
- -------------------------- --------------------
John W. Creighton, Jr. Deval L. Patrick
Director Director
/s/ Frederick C. Dubinsky /s/ John F. Peterpaul
- ------------------------- ---------------------
Frederick C. Dubinsky John F. Peterpaul
Director Director
/s/ Richard D. McCormick /s/ Paul E. Tierney, Jr.
- ------------------------ ------------------------
Richard D. McCormick Paul E. Tierney, Jr.
Director Director
/s/ John F. McGillicuddy /s/ John K. Van de Kamp
- ------------------------ -----------------------
John F. McGillicuddy John K. Van de Kamp
Director Director
/s/ James J. O'Connor
- ---------------------
James J. O'Connor
Director
UAL Corporation and Subsidiary Companies
Schedule II - Valuation and Qualifying Accounts
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
(In Millions) Additions Charged to
Balance at -------------------- Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
----------- --------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful accounts $ 22 $ 11 $ - $ 20(1) $ 13
=== === === === ===
Obsolescence allowance -
Flight equipment spare parts $ 39 $ 4 $ 1 $ (1)(1) $ 45
=== === === === ===
</TABLE>
F-1
- ---------------------
(1) Deduction from reserve for purpose for which reserve was created.
UAL Corporation and Subsidiary Companies
Schedule II - Valuation and Qualifying Accounts
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
(In Millions) Additions Charged to
Balance at -------------------- Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
----------- --------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful account $ 15 $ 17 $ - $ 10(1) $ 22
=== === === === ===
Obsolescence allowance -
Flight equipment spare parts $ 29 $ 36 $ 4 $ 30(1) $ 39
=== === === === ===
</TABLE>
F-2
- ------------------------
(1) Deduction from reserve for purpose for which reserve was created.
UAL Corporation and Subsidiary Companies
Schedule II - Valuation and Qualifying Accounts
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
(In Millions) Additions Charged to
Balance at -------------------- Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
----------- --------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful accounts $ 24 $ 17 $ - $ 26(1) $ 15
=== === === === ===
Obsolescence allowance -
Flight equipment spare parts $ 31 $ 26 $ 5 $ 33(2) $ 29
=== === === === ===
</TABLE>
F-3
- ----------------------
(1) Includes deduction from reserve due to the sale of the Apollo Travel
Services Partnership.
(2) Deduction from reserve for purpose for which reserve was created.
EXHIBIT INDEX
-------------
3.1 Restated Certificate of Incorporation of UAL Corporation
("UAL"), as amended (filed as Exhibit 3.1 to UAL's Form
10-K for the year ended December 31, 1996 and
incorporated herein by reference).
3.2 By-laws (filed as Exhibit 3.2 to UAL's Form 10-Q for the
quarter ended September 30, 1999 and incorporated herein
by reference).
4.1 Deposit Agreement dated as of July 12, 1994 between UAL
Corporation and holders from time to time of Depository
Receipts described herein (filed as Exhibit 4.2 to UAL's
Form 10-Q for the quarter ended June 30, 1994 and
incorporated herein by reference).
4.2 Indenture dated as of December 20, 1996 between UAL
Corporation and The First National Bank of Chicago, as
Trustee (filed as Exhibit 4.2 to UAL's Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
4.3 Officer's Certificate relating to UAL's 13-1/4% Junior
Subordinated Debentures due 2026 (filed as Exhibit 4.3
to UAL's Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
4.4 Form of UAL's 13-1/4% Junior Subordinated Debenture due
2026 (filed as Exhibit 4.4 to UAL's Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
4.5 Guarantee Agreement dated as of December 30, 1996 with
respect to the 13-1/4% Trust Originated Preferred
Securities of UAL Corporation Capital Trust I (filed as
Exhibit 4.5 to UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
4.6 Amended and Restated Declaration of Trust of UAL
Corporation Capital Trust I dated as of December 30,
1996 (filed as Exhibit 4.6 to UAL's Form 10-K for year
ended December 31, 1996 and incorporated herein by
reference).
UAL's indebtedness under any single instrument does not
exceed 10% of UAL's total assets on a consolidated
basis. Copies of such instruments will be furnished to
the Securities and Exchange Commission upon request.
10.1 Amended and Restated Agreement and Plan of
Recapitalization, dated as of March 25, 1994 (the
"Recapitalization Agreement"), as amended, among UAL
Corporation, the Air Line Pilots Association,
International ("ALPA") and the International Association
of Machinists and Aerospace Workers ("IAM") (filed as
Exhibit A to Exhibit 10.1 of UAL's Form 8-K dated June
2, 1994 and incorporated herein by reference; amendment
thereto filed as Exhibit 10.1 of UAL's Form 8-K dated
June 29, 1994 and incorporated herein by reference).
10.2 Agreement, dated as of July 16, 1996, pursuant to
Section 1.6q of the Recapitalization Agreement among
UAL, ALPA and IAM (filed as Exhibit 10.3 to UAL's Form
10-Q for the quarter ended June 30, 1996 and
incorporated herein by reference).
10.3 UAL Corporation Employee Stock Ownership Plan, effective
as of July 12, 1994 (filed as Exhibit 10.1 to UAL's Form
10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
10.4 First Amendment to UAL Corporation Employee Stock
Ownership Plan, dated December 28, 1994 (filed as
Exhibit 10.39 to UAL's Form 10-K for the year ended
December 31, 1994, as amended, and incorporated herein
by reference).
10.5 Second Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of August 17, 1995 (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
September 30, 1995 and incorporated herein by
reference).
10.6 Third Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of December 28, 1995 (filed as
Exhibit 10.7 to UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
10.7 Fourth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of July 16, 1996 (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference).
10.8 Fifth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of December 31, 1996 (filed as
Exhibit 10.10 of UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
10.9 Sixth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of August 11, 1997 (filed as
Exhibit 10.3 to UAL's Form 10-Q for the quarter ended
September 30, 1997, as amended, and incorporated herein
by reference).
10.10 Seventh Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of May 19, 1999.
10.11 Eighth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of November 10, 1999.
10.12 Ninth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of October 29, 1999.
10.13 UAL Corporation Employee Stock Ownership Plan Trust
Agreement between UAL Corporation and State Street Bank
and Trust Company ("State Street"), effective July 12,
1994 (filed as Exhibit 10.2 to UAL's Form 10-Q for the
quarter ended September 30, 1994 and incorporated herein
by reference).
10.14 UAL Corporation Supplemental ESOP, effective as of July
12, 1994 (filed as Exhibit 10.3 to UAL's Form 10-Q for
the quarter ended September 30, 1994 and incorporated
herein by reference).
10.15 First Amendment to UAL Corporation Supplemental ESOP,
dated February 22, 1995 (filed as Exhibit 10.1 to UAL's
Form 10-Q for the quarter ended March 31, 1995, as
amended, and incorporated herein by reference).
10.16 Second Amendment to UAL Corporation Supplemental ESOP,
dated as of August 17, 1995 (filed as Exhibit 10.2 to
UAL's Form 10-Q for the quarter ended September 30, 1995
and incorporated herein by reference).
10.17 Third Amendment to UAL Corporation Supplemental ESOP,
dated as of December 28, 1995 (filed as Exhibit 10.12 to
UAL's Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
10.18 Fourth Amendment to UAL Corporation Supplemental ESOP,
dated as of July 16, 1996 (filed as Exhibit 10.2 to
UAL's Form 10-Q for the quarter ended June 30, 1996 and
incorporated herein by reference).
10.19 Fifth Amendment to UAL Corporation Supplemental ESOP,
dated as of December 31, 1996 (filed as Exhibit 10.17 to
UAL's Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
10.20 Sixth Amendment to UAL Corporation Supplemental ESOP,
dated as of August 11, 1997 (filed as Exhibit 10.4 of
UAL's Form 10-Q for the quarter ended September 30,
1997, as amended, and incorporated herein by reference).
10.21 Seventh Amendment to UAL Corporation Supplemental ESOP,
dated as of May 19, 1999.
10.22 Eighth Amendment to UAL Corporation Supplemental ESOP,
dated as of November 10, 1999.
10.23 Ninth Amendment to UAL Corporation Supplemental ESOP,
dated as of October 29, 1999.
10.24 UAL Corporation Supplemental ESOP Trust Agreement
between UAL Corporation and State Street, effective July
12, 1994 (filed as Exhibit 10.4 to UAL's Form 10-Q for
the quarter ended September 30, 1994 and incorporated
herein by reference).
10.25 Preferred Stock Purchase Agreement, dated as of August
12, 1998, between UAL Corporation and State Street Bank
and Trust Company (filed as Exhibit 10.21 of UAL's Form
10-K for the year ended December 31, 1998).
10.26 Preferred Stock Purchase Agreement, dated as of August
12, 1999, between UAL Corporation and State Street Bank
and Trust Company.
10.27 Class I Junior Preferred Stockholders' Agreement, dated
as of June 12, 1994 (filed as Exhibit 10.12 to UAL's
Form 10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
10.28 Class SAM Preferred Stockholders' Agreement, dated as of
July 12, 1994 (filed as Exhibit 10.13 to UAL's Form 10-Q
for the quarter ended September 30, 1994 and
incorporated herein by reference).
10.29 First Refusal Agreement, dated as of July 12, 1994, as
amended (filed as Exhibit 10.25 to UAL's Form 10-K for
the year ended December 31, 1996 and incorporated herein
by reference).
10.30 UAL Corporation 1981 Incentive Stock Plan, as amended
March 26, 1998 (filed as Exhibit 10.2 to UAL's Form 10-Q
for the quarter ended March 31, 1998 and incorporated
herein by reference).
10.31 UAL Corporation 1998 Restricted Stock Plan (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
June 30, 1998 and incorporated herein by reference).
10.32 UAL Corporation Incentive Compensation and Profit
Sharing Plan (filed as Exhibit 10.1 to UAL's Form 10-Q
for the quarter ended March 31, 1998 and incorporated
herein by reference).
10.33 United Employees Performance Incentive Plan
10.34 Summary Description of Compensation and Benefits for
Directors.
10.35 UAL Corporation 1995 Directors Plan, as amended June 26,
1997 (filed as Exhibit 10.1 of UAL's Form 10-Q for the
quarter ended September 30, 1997, as amended, and
incorporated herein by reference).
10.36 United Supplemental Retirement Plan (filed as Exhibit
10.35 of UAL's 10-K for the year ended December 31, 1998
and incorporated herein by reference).
10.37 Description of Officer Benefits (filed as Exhibit 10.36
of UAL's 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
10.38 Employment Agreement, dated as of April 12, 1999,
between UAL Corporation, United Air Lines, Inc. and
James E. Goodwin (filed as Exhibit 10.1 of UAL's Form 10-
Q for the quarter ended June 30, 1999 and incorporated
herein by reference).
10.39 Amendment No. 2 to Employment Agreement, dated as of
April 5, 1999, between UAL Corporation and Gerald
Greenwald (filed as Exhibit 10.2 of UAL's Form 10-Q for
the quarter ended June 30, 1999 and incorporated herein
by reference).
10.40 Form of Restricted Stock Agreement, dated as of July 13,
1999, between UAL Corporation (together with its wholly
owned subsidiary, United Air Lines, Inc.) and each of
Rono Dutta, Douglas A. Hacker, and Andrew P. Studdert
(filed as Exhibit 10.1 of UAL's Form 10-Q for the
quarter ended September 30, 1999 and incorporated herein
by reference).
10.41 Form of Severance Agreement between UAL Corporation and
certain officers (filed as Exhibit 10.37 of UAL's Form
10-K for the year ended December 31, 1998 and
incorporated herein by reference).
10.42 Supplemental Agreement No. 8, dated as of February 10,
1999, to the Agreement dated December 18, 1990, between
The Boeing Company and United (and United Worldwide
Corporation) for acquisition of Boeing 777-200 aircraft
(as previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's Form
10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's Form
10-Q for the quarter ended June 30, 1993, (ii) Exhibit
10.2 to UAL's Form 10-K for the year ended December 31,
1993, (iii) Exhibit 10.14 to UAL's Form 10-Q for the
quarter ended June 30, 1994, (iv) Exhibits 10.27 and
10.28 to UAL's Form 10-K for the year ended December 31,
1994, (v) Exhibits 10.2 and 10.3 to UAL's Form 10-Q for
the quarter ended March 31, 1995, (vi) Exhibits 10.4,
through 10.6 to UAL's Form 10-Q for the quarter ended
June 30, 1995, (vii) Exhibits 10.37 through 10.40 to
UAL's Form 10-K for the year ended December 31, 1995,
(viii) Exhibits 10.9 through 10.12 and 10.17 through
10.19 to UAL's Form 10-Q for the quarter ended June 30,
1996, (ix) Exhibit 10.38 to UAL's Form 10-K for the year
ended December 31, 1998, (x) Exhibit 10.1 to UAL's Form
10-Q for the quarter ended March 31, 1999, and (xi) and
Exhibit 10.2 to UAL's Form 10-Q for the quarter ended
September 30, 1999, and incorporated herein by reference)).
10.43 Supplemental Agreement No. 13, dated as of February 10,
1999, to the Agreement dated December 18, 1990, between
The Boeing Company and United for acquisition of Boeing
747-400 aircraft (as previously amended and
supplemented, the "747-400 Purchase Agreement" (filed as
Exhibit 10.8 to UAL's 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 through 10.6 and Exhibit 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,
(ix) Exhibits 10.4 through 10.8 and Exhibit 10.17 to
UAL's Form 10-Q for the quarter ended June 30, 1996, (x)
Exhibits 10.1 through 10.3 to UAL's Form 10-Q for the
quarter ended March 31, 1997, (xi) Exhibits 10.47 and
10.48 to UAL's Form 10-K for the year ended December 31,
1998, and (xii) Exhibit 10.2 of UAL's Form 10-Q for the
quarter ended March 31, 1999, and incorporated herein by
reference)).
10.44 Letter Agreement No. 6-1162-PJG-064, Pratt and Whitney
Engine Model PW4074 Surge Mapping, dated as of December
8, 1999, to Purchase Agreement No. 1663 dated December
18, 1990, between Boeing and United Air Lines, Inc. for
acquisition of Boeing 777-200 aircraft. (as previously
amended and supplemented, the "777-200 Purchase
Agreement" (filed as Exhibit 10.7 to UAL's Form 10-K for
the year ended December 31, 1990, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.1, 10.2 and 10.22 to UAL's Form 10-Q for the
quarter ended June 30, 1993, (ii) Exhibit 10.2 to UAL's
Form 10-K for the year ended December 31, 1993, (iii)
Exhibit 10.14 to UAL's Form 10-Q for the quarter ended
June 30, 1994, (iv) Exhibits 10.27 and 10.28 to UAL's
Form 10-K for the year ended December 31, 1994, (v)
Exhibits 10.2 and 10.3 to UAL's Form 10-Q for the
quarter ended March 31, 1995, (vi) Exhibits 10.4,
through 10.6 to UAL's Form 10-Q for the quarter ended
June 30, 1995, (vii) Exhibits 10.37 through 10.40 to
UAL's Form 10-K for the year ended December 31, 1995,
(viii) Exhibits 10.9 through 10.12 and 10.17 through
10.19 to UAL's Form 10-Q for the quarter ended June 30,
1996, (ix) Exhibit 10.38 to UAL's Form 10-K for the year
ended December 31, 1998, (x) Exhibit 10.1 to UAL's Form
10-Q for the quarter ended March 31, 1999, and (xi) and
Exhibit 10.2 to UAL's Form 10-Q for the quarter ended
September 30, 1999. (Exhibit 10.44 hereto is filed with
a request for confidential treatment of certain portions
thereof.)
12 Computation of Ratio of Earnings to Fixed Charges.
12.1 Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements.
21 List of UAL's subsidiaries
23 Consent of Independent Public Accountants
27 Financial Data Schedule
99 Annual Report on Form 11-K for Employees' Stock Purchase
Plan of UAL Corporation
Exhibit 10.10
-------------
SEVENTH AMENDMENT
UAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Employee Stock Ownership Plan (effective
as of July 12, 1994) (the "Plan"), which amending power
thereunder is subject to the approval of the Air Line Pilots
Association International ("ALPA") and the International
Association of Machinists and Aerospace Workers (the "IAM"), the
Company hereby amends the Plan, subject to the approval of ALPA
and the IAM, as follows, effective January 1, 1998.
1. The Preamble to the Plan is amended by adding the following
to the end of the second paragraph after the heading
"Transaction":
"The allocations to the Management and Salaried Employee
Group shall take into account the agreement of the Company
and the IAM concerning Fleet Technical Instructors, Fleet
Technical Specialists, Program Support Coordinators and
Program Support Specialists (collectively, the "Fleet
Technical and Program Support Employees"). Through 1997,
these employees participated in the Plan (under its
generally-applicable provisions) as members of the
Management and Salaried Employee Group. In each of the
years 1998, 1999 and 2000 they will continue to participate
as members of the Management and Salaried Employee Group,
notwithstanding the fact that the IAM represents them
starting in 1998."
2. The Preamble to the Plan is amended by adding the following
to the end of the first paragraph after the heading "Part B:
Voting Preferred Stock":
"For Plan Years beginning on and after January 1, 1998,
Voting Preferred Stock allocated to the Fleet Technical and
Program Support Employees for post-1997 participation and
all Voting Preferred Stock allocated to the Fleet Technical
and Program Support Employees with respect to dividends
deemed paid on Class 2 Non-Voting Preferred Stock shall be
Class M. Voting Preferred Stock allocated to the Fleet
Technical and Program Support Employees with respect to
dividends actually paid on Class 1 Non-Voting Preferred
Stock which had been allocated for Plan Years before 1998
shall be Class S."
3. Section 1(s)(i) is amended by adding the following to the
end of the section:
"Fleet Technical Specialists, Fleet Technical Instructors,
Program Support Coordinators and Program Support Specialists
shall be Eligible Employees, although they became covered by
a collective bargaining agreement during 1998."
4. Section 1(gg) is amended by adding the following to the end
of the section:
"Fleet Technical Instructors, Fleet Technical Specialists,
Program Support Coordinators, and Program Support
Specialists will continue to participate as members of the
Management and Salaried Employee Group, despite the fact
that they are represented by the IAM."
5. Section 5.4(c)(i) is amended by adding the following to the
end of the section:
"For Plan Years beginning on or after January 1, 1998,
except as specified below, the appropriate class of Voting
Preferred Stock for the Fleet Technical Specialists, Fleet
Technical Instructors, Program Support Coordinators and
Program Support Specialists shall be Class M,
notwithstanding the membership of such Participants in the
Management and Salaried Employee Group. Accordingly, except
as specified below, all contributions and allocations of
Voting Preferred Stock for such Participants for 1998 and
subsequent years shall be of Class M. However, with respect
to shares of Voting Preferred Stock contributed or allocated
on account of dividends actually paid with respect to shares
which had been allocated to such employees for Plan Years
commencing prior to January 1, 1998, the appropriate class
of Voting Preferred Stock shall be Class S."
6. Section 5.4(d) is amended by adding the following to the end
of the section:
"Pursuant to an agreement between the Company and the IAM,
the Fleet Technical Instructors, Fleet Technical
Specialists, Program Support Coordinators and Program
Support Specialists will continue to participate in the Plan
as members of the Management and Salaried Employee Group.
The Accounts maintained for such Participants for 1998 and
subsequent years shall reflect their membership in the IAM
for such years. The shares allocated to such Participants
for 1998 and subsequent years shall be made with the shares
reserved for allocation to the members of the Management and
Salaried Employee Group, rather than with the shares
reserved for allocation to the members of the IAM Employee
Group."
IN WITNESS WHEREOF, the Company has caused this Seventh
Amendment to be executed on May, 19 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Senior Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
EXHIBIT 10.11
-------------
EIGHTH AMENDMENT
UAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Employee Stock Ownership Plan (effective
as of July 12, 1994) (the "Plan"), which amending power
thereunder is subject to the approval of the Air Line Pilots
Association International ("ALPA") and the International
Association of Machinists and Aerospace Workers (the "IAM"), the
Company hereby amends the Plan, subject to the approval of ALPA
and the IAM, as follows, effective January 1, 1999.
1. The Preamble to the Plan is amended by adding the following
to the end of the second paragraph after the heading
"Transaction":
"The allocations to the Management and Salaried Employee
Group shall take into account the agreement of the Company
and the IAM concerning Public Contact Employees
(collectively, the "Public Contact Employees"). Through
1998, these employees participated in the Plan (under its
generally-applicable provisions) as members of the
Management and Salaried Employee Group. In each of the
years 1999 and 2000 they will continue to participate as
members of the Management and Salaried Employee Group,
notwithstanding the fact that the IAM represents them
starting in 1999."
2. The Preamble to the Plan is amended by adding the following
to the end of the first paragraph after the heading "Part B:
Voting Preferred Stock":
"For Plan Years beginning on and after January 1, 1999,
Voting Preferred Stock allocated to the Public Contact
Employees for post-1998 participation and all Voting
Preferred Stock allocated to the Public Contact Employees
with respect to dividends deemed paid on Class 2 Non-Voting
Preferred Stock shall be Class M. Voting Preferred Stock
allocated to the Public Contact Employees with respect to
dividends actually paid on Class 1 Non-Voting Preferred
Stock which had been allocated for Plan Years before 1999
shall be Class S."
3. Section 1(s)(i) is amended by adding the following to the
end of the section:
"Public Contact Employees shall be Eligible Employees,
although they became covered by a collective bargaining
agreement during 1999."
4. Section 1(s)(iii) is amended by adding the following to the
end of the section:
"Public Contact Employees shall be Eligible Employees,
notwithstanding the changes to their Compensation as a
result of the collective bargaining agreement which became
effective during 1999."
5. Section 1(gg) is amended by adding the following to the end
of the section:
"Public Contact Employees will continue to participate as
members of the Management and Salaried Employee Group,
despite the fact that they are represented by the IAM."
6. Section 5.4(c)(i) is amended by adding the following to the
end of the section:
"For Plan Years beginning on or after January 1, 1999,
except as specified below, the appropriate class of Voting
Preferred Stock for the Public Contact Employees shall be
Class M, notwithstanding the membership of such Participants
in the Management and Salaried Employee Group. Accordingly,
except as specified below, all contributions and allocations
of Voting Preferred Stock for such Participants for 1999 and
subsequent years shall be of Class M. However, with respect
to shares of Voting Preferred Stock contributed or allocated
on account of dividends actually paid with respect to shares
which had been allocated to such employees for Plan Years
commencing prior to January 1, 1999, the appropriate class
of Voting Preferred Stock shall be Class S."
7. Section 5.4(d) is amended by adding the following to the end
of the section:
"Pursuant to an agreement between the Company and the IAM,
the Public Contact Employees will continue to participate in
the Plan as members of the Management and Salaried Employee
Group. The Accounts maintained for such Participants for
1999 and subsequent years shall reflect their membership in
the IAM for such years. The shares allocated to such
Participants for 1999 and subsequent years shall be made
with the shares reserved for allocation to the members of
the Management and Salaried Employee Group, rather than with
the shares reserved for allocation to the members of the IAM
Employee Group."
IN WITNESS WHEREOF, the Company has caused this Eighth
Amendment to be executed on November 10, 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Executive Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.12
-------------
NINTH AMENDMENT
UAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Employee Stock Ownership Plan (effective
as of July 12, 1994) (the "Plan"), which amending power
thereunder is subject to the approval of the Air Line Pilots
Association International ("ALPA") and the International
Association of Machinists and Aerospace Workers (the "IAM"), the
Company hereby amends the Plan, subject to the approval of ALPA
and the IAM, as follows, effective April 1, 2000.
1. The third and fourth paragraphs of the Preamble to
the Plan are amended to read as follows:
"Effective April 1, 2000, the Plan is an employee stock
ownership plan which is intended to be qualified under
Code Sections 401(a) and 4975(e)(7). The Trust holding
the assets of the Trust Fund is intended to be exempt
from taxation under Code Section 501(a).
Effective April 1, 2000, the Plan consists of two
portions, a `leveraged' portion (Part A) and an
`unleveraged' portion (Part B). Unless the context
otherwise requires or unless specifically provided, all
provisions of this Plan document shall apply to both
part A and Part B."
2. The last three sentences of Section 3.1(a)(i),
which refer to stock bonus and money purchase pension plan
components of the Plan, are hereby deleted.
3. The last sentence of Section 3.1(b)(ii) is amended
to read as follows:
"Such contributions may not be used to repay
Acquisition Loan indebtedness."
4. Section 3.1(b)(iii) is hereby deleted from the Plan.
5. The following new Section 10.1(c) is hereby added
to the Plan:
"(c) Cash Dividends On or After April 1, 2000.
(i) Cash Dividends Before Completion of Year 2000
Allocations. Notwithstanding subsection (b), any cash
dividends with respect to shares of Class 1 Non-Voting
Preferred Stock with a dividend record date after the
completion of the allocations under Section 5.4 for the
year 2000 shall be allocated to the Participants' ESOP
Cash Accounts, pro-rata, according to the number of
shares of such Preferred Stock held in such
Participants' ESOP Stock Accounts on the dividend
record date. The amount so allocated to each
Participants' ESOP Cash Account shall be distributed to
such Participant as soon as administratively feasible
following such allocation, but in no event later than
ninety (90) days after the close of the Plan Year in
which the dividend is paid. (For reference purposes
only, the allocations under Section 5.4 for the year
2000 are expected to be completed in March, 2001.)
(ii) Special Rule for Cash Dividends Before
Completion of Year 2000 Allocations. Notwithstanding
subsection (b), any cash dividend paid with respect to
shares of Class 1 Non-Voting Preferred Stock with a
dividend record date within the period commencing April
1, 2000 and ending when the allocations under Section
5.4 for the year 2000 are completed shall be applied as
set forth in this clause (ii).
(x). Any such dividends with respect to
shares of Class 1 Non-Voting Preferred Stock for
which the allocation under Section 5.4 has been
completed as of the dividend record date shall be
allocated to the Participants' ESOP Cash Accounts
pro rata, according to the number of such shares
held in the Participants' ESOP Stock Accounts on
the dividend record date. The amount so credited
to each Participants' ESOP Cash Account shall be
distributed to the Participant as soon as
administratively feasible, but in no event later
than ninety (90) days after the close of the Plan
Year in which the dividend is paid.
(y) Any such dividends paid with respect to
shares of Class 1 Non-Voting Preferred Stock for
which the allocation under Section 5.4 has not
been completed as of the dividend record date
shall be held by the Trustee. As soon as
administratively feasible following the allocation
of such Class 1 Non-Voting Preferred Stock, such
dividends shall be allocated pro rata to the
Participants according to the number of such
shares of Class 1 Non-Voting Preferred Stock
allocated to such Participants. Following such
allocation, the dividends shall be distributed to
such Participants as soon as administratively
feasible, but in no event later than ninety (90)
days after the close of the Plan Year in which the
dividend is paid."
6. The following is hereby added to the end of
Section 10.2:
"Notwithstanding the preceding sentence, cash
dividends on Company Stock (excluding Class 1 Non-
Voting Preferred Stock) with a record date on or
after April 1, 2000 shall be applied as set forth
in the remaining provisions of this Section 10.2.
Such dividends shall be allocated to the
Participants' ESOP Cash Accounts pro-rata,
according to the number of shares of such Company
Stock held in such Accounts on the dividend record
date. Such dividends shall be distributed to the
Participants as soon as administratively feasible,
but no later than ninety (90) days after the close
of the Plan Year in which the dividend is paid."
7. The following is hereby added to the end of
Section 10.3:
"This Section 10.3 shall cease to be effective on
April 1, 2000."
8. The following is hereby added to the end of
Section 11.12:
"Notwithstanding the foregoing, interest earned on
the investment of dividends paid on or after April
1, 2000 pending distribution to employees
shall be used by the Trustee to partially offset
the reasonable expenses of
administering the Plan and Trust."
IN WITNESS WHEREOF, the Company has caused this Ninth
Amendment to be executed on October 29, 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Executive Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ S.K. Canale
---------------
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.21
-------------
SEVENTH AMENDMENT
UAL CORPORATION
SUPPLEMENTAL ESOP
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Supplemental ESOP (effective as of July
12, 1994) (the "Plan"), which amending power thereunder is
subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"), the Company hereby
amends the Plan, subject to the approval of ALPA and the IAM, as
follows, effective January 1, 1998.
1. Section 1.1(b) of the Plan is amended by adding
the following to the end of the section:
"The allocations to the Management and Salaried Employee
Group shall take into account the agreement of the Company
and the IAM concerning Fleet Technical Instructors, Fleet
Technical Specialists, Program Support Coordinators and
Program Support Specialists. Through 1997, these employees
participated in the Plan (under its generally-applicable
provisions) as members of the Management and Salaried
Employee Group. In each of the years 1998, 1999 and 2000
they will continue to participate as members of the
Management and Salaried Employee Group, notwithstanding the
fact that the IAM represents them starting in 1998."
2. Section 2.2(a) is amended by adding the following
to the end of the section:
"For Plan Years beginning on or after January 1, 1998,
except as specified in Section 2.3(b) for actual dividends
paid with respect to pre-1998 participation, the Voting
Preferred Stock issued for the Fleet Technical Specialists,
Fleet Technical Instructors, Program Support Coordinators
and Program Support Specialists shall be Class M,
notwithstanding the membership of such Participants in the
Management and Salaried Employee Group. Accordingly, the
maximum number of Class M Voting shares shall be increased,
and the maximum number of Class S Voting shares shall be
correspondingly decreased, by the Convertible Shares issued
for the Fleet Technical Specialists, Fleet Technical
Instructors, Program Support Coordinators and Program
Support Specialists for Plan Years commencing on or after
January 1, 1998, excluding the Convertible Shares issued for
dividends actually paid to their Accounts with respect to
Class 1 Non-Voting Preferred Stock which had been allocated
to their Accounts in the ESOP for Plan Years commencing
before January 1, 1998."
3. Section 2.3(b) is amended by adding the following
to the end of the section:
"For Plan Years beginning on or after January 1, 1998,
except as specified below, the appropriate class of Voting
Preferred Stock for the Fleet Technical Specialists, Fleet
Technical Instructors, Program Support Coordinators and
Program Support Specialists shall be Class M,
notwithstanding the membership of such Participants in the
Management and Salaried Employee Group. Accordingly, except
as specified below, all contributions and allocations of
Voting Preferred Stock for such Participants for 1998 and
subsequent years shall be of Class M. However, with respect
to shares of Voting Preferred Stock contributed or allocated
on account of dividends actually paid with respect to shares
of Class 1 Non-Voting Preferred Stock which had been
allocated to their Accounts in the ESOP for Plan Years
commencing before January 1, 1998, the appropriate class of
Voting Preferred Stock shall be Class S."
4. Section 2.4(g) is amended by adding the following
to the end of the section:
"Pursuant to an agreement between the Company and the IAM,
the Fleet Technical Instructors, Fleet Technical
Specialists, Program Support Coordinators and Program
Support Specialists will continue to participate in the Plan
as members of the Management and Salaried Employee Group.
The Accounts maintained for such Participants for 1998 and
subsequent years shall reflect their membership in the IAM
for such years. The shares allocated to such Participants
for 1998 and subsequent years shall be made with the shares
reserved for allocation to the members of the Management and
Salaried Employee Group, rather than with the shares
reserved for allocation to the members of the IAM Employee
Group."
IN WITNESS WHEREOF, the Company has caused this Seventh
Amendment to be executed on May 19, 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Senior Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.22
-------------
EIGHTH AMENDMENT
UAL CORPORATION
SUPPLEMENTAL ESOP
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Supplemental ESOP (effective as of July
12, 1994) (the "Plan"), which amending power thereunder is
subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"), the Company hereby
amends the Plan, subject to the approval of ALPA and the IAM, as
follows, effective January 1, 1999.
1. Section 1.1(b) of the Plan is amended by adding
the following to the end of the section:
"The allocations to the Management and Salaried Employee
Group shall take into account the agreement of the Company
and the IAM concerning Public Contact Employees. Through
1998, these employees participated in the Plan (under its
generally-applicable provisions) as members of the
Management and Salaried Employee Group. In each of the
years 1999 and 2000 they will continue to participate as
members of the Management and Salaried Employee Group,
notwithstanding the fact that the IAM represents them
starting in 1999."
2. Section 2.2(a) is amended by adding the following
to the end of the section:
"For Plan Years beginning on or after January 1, 1999,
except as specified in Section 2.3(b) for actual dividends
paid with respect to pre-1999 participation, the Voting
Preferred Stock issued for the Public Contact Employees
shall be Class M, notwithstanding the membership of such
Participants in the Management and Salaried Employee Group.
Accordingly, the maximum number of Class M Voting shares
shall be increased, and the maximum number of Class S Voting
shares shall be correspondingly decreased, by the
Convertible Shares issued for the Public Contact Employees
for Plan Years commencing on or after January 1, 1999,
excluding the Convertible Shares issued for dividends
actually paid to their Accounts with respect to Class 1 Non-
Voting Preferred Stock which had been allocated to their
Accounts in the ESOP for Plan Years commencing before
January 1, 1999."
3. Section 2.3(b) is amended by adding the following
to the end of the section:
"For Plan Years beginning on or after January 1, 1999,
except as specified below, the appropriate class of Voting
Preferred Stock for the Public Contact Employees shall be
Class M, notwithstanding the membership of such Participants
in the Management and Salaried Employee Group. Accordingly,
except as specified below, all contributions and allocations
of Voting Preferred Stock for such Participants for 1999 and
subsequent years shall be of Class M. However, with respect
to shares of Voting Preferred Stock contributed or allocated
on account of dividends actually paid with respect to shares
of Class 1 Non-Voting Preferred Stock which had been
allocated to their Accounts in the ESOP for Plan Years
commencing before January 1, 1999, the appropriate class of
Voting Preferred Stock shall be Class S."
4. Section 2.4(g) is amended by adding the following
to the end of the section:
"Pursuant to an agreement between the Company and the IAM,
the Public Contact Employees will continue to participate in
the Plan as members of the Management and Salaried Employee
Group. The Accounts maintained for such Participants for
1999 and subsequent years shall reflect their membership in
the IAM for such years. The shares allocated to such
Participants for 1999 and subsequent years shall be made
with the shares reserved for allocation to the members of
the Management and Salaried Employee Group, rather than with
the shares reserved for allocation to the members of the IAM
Employee Group."
IN WITNESS WHEREOF, the Company has caused this Eighth
Amendment to be executed on November 10, 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Executive Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.23
-------------
NINTH AMENDMENT
UAL CORPORATION
SUPPLEMENTAL ESOP
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under Section 13.1(a)
of the UAL Corporation Supplemental ESOP (effective as of July
12, 1994) (the "Plan"), which amending power thereunder is
subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"), the Company hereby
amends the Plan, subject to the approval of ALPA and the IAM, as
follows, effective April 1, 2000.
The following new subsection 2.5(c)(iv) is hereby added
to the Plan:
"(iv) Notwithstanding the foregoing, the provisions
of this clause (iv) shall apply in lieu of clauses (i)
through (iii) with respect to any cash dividends with a
record date on or after April 1, 2000.
(A) Cash Dividends On or After April 1, 2000. If the
Company pays a cash dividend with respect to its Convertible
Shares or Common Stock with a dividend record date on or
after April 1, 2000, each Participant's Account shall be
initially credited with an amount equal to the dividends
that would have been payable with respect to the Convertible
Shares and Common Stock credited to the Participant's
Account on the applicable record date had such shares been
outstanding. The amount so credited shall, as soon as
administratively feasible, be debited from each
Participant's Account and paid by the Company in cash (less
applicable withholding) to the Participant.
(B) Cash Dividends On or After April 1, 2000 and
Before Completion of Year 2000 Allocations. If the Company
pays a cash dividend with respect to its Convertible Shares
or Common Stock with a dividend record date during the
period commencing April 1, 2000 and ending with the
completion of the allocations under Section 2.4 for the year
2000, each Participant's Account shall be initially credited
with an amount equal to the dividends that would have been
payable, had the shares been outstanding, with respect to
the sum of (y) the Convertible Shares which were not
allocated to the Participant's Account in this Plan on the
record date, but which were subsequently allocated to the
Participant's Account in this Plan for the year 2000, and
(z) the Convertible Shares which were not allocated to the
Participant's Account in this Plan or the Participant's
Account in the ESOP (Part B) on the record date but which
were subsequently allocated to the Participant's Account in
the ESOP (Part B) for the year 2000. The amount so credited
shall, on or about March 31, 2001, be debited from each
Participant's Account and paid by the Company in cash (less
applicable withholding) to the Participant. (For reference
purposes only, the allocations under Section 2.4 for the
year 2000 are expected to be completed in March, 2001.)"
IN WITNESS WHEREOF, the Company has caused this Ninth
Amendment to be executed on October 29, 1999.
UAL CORPORATION
/s/ Douglas A. Hacker
---------------------
Executive Vice President & Chief
Financial Officer
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ Michael Glawe
-----------------
/s/ Duane Woerth
----------------
INTERNATIONAL ASSOCIATION
OF MACHINISTS AND
AEROSPACE WORKERS
/s/ S.K. Canale
---------------
/s/ Kenneth W. Thiede
---------------------
Exhibit 10.26
-------------
PREFERRED STOCK PURCHASE AGREEMENT
----------------------------------
PREFERRED STOCK PURCHASE AGREEMENT dated as of August
12, 1999, between UAL Corporation, a Delaware corporation
("UAL"), and State Street Bank and Trust Company, a Massachusetts
trust company, acting solely in its capacity as trustee under the
Plan defined below and not in its individual capacity (the
"Trustee").
W I T N E S E T H:
WHEREAS, on July 12, 1994, certain transactions
contemplated by the Agreement and Plan of Recapitalization dated
March 25, 1994 by and among UAL and the unions representing
certain of the employees of United Air Lines, Inc., as amended,
(the "Recapitalization Agreement") were consummated. (The
recapitalization of UAL, as more fully described in the
Recapitalization Agreement, shall hereinafter be referred to as
the "Transaction");
WHEREAS, in connection with the Transaction, UAL
established the UAL Corporation Employee Stock Ownership Plan
(the "Plan"), which consists of an employee stock ownership plan
and a stock bonus plan; and
WHEREAS, a portion of the employee stock ownership plan
(Part A thereof) forms part of the stock bonus plan, includes a
money purchase pension plan and is intended to qualify as an
employee stock ownership plan under Section 4975(e)(7) of the
Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, UAL appointed the Trustee as the trustee of
the UAL Corporation Employee Stock Ownership Plan Trust (the
"Trust"), which was established to hold the assets of the Plan
pursuant to the terms of the Trust Agreement, by and between UAL
and the Trustee (the "Trust Agreement"); and
WHEREAS, Part A of the Plan and Trust Agreement provide
that the assets of the trust created thereunder attributable to
the Plan shall be invested primarily in shares of "employer
securities" of UAL within the meaning of Section 409(l) of the
Code; and
WHEREAS, UAL created a new class of securities
designated as the Class 1 ESOP Convertible Preferred Stock, par
value ($0.01) (the "Class 1 ESOP Convertible Preferred Stock" or
the "ESOP Preferred Stock"); and
WHEREAS, the Recapitalization Agreement provided for,
among other things, the transfer to the Trust of 13,813,282
shares of the Class 1 ESOP Convertible Preferred Stock in a
series of transactions which shall occur during the 69 months
immediately following the Effective Time (as defined in the
Recapitalization Agreement); and
WHEREAS, the parties to the Recapitalization Agreement
have agreed to reduce the number of shares of Class 1 ESOP
Convertible Preferred Stock to be transferred to the Trust so
that the Plan may continue to satisfy Code Section 415; and
WHEREAS, the parties to the Recapitalization Agreement
have agreed to a corresponding increase in the number of shares
of Class 2 ESOP Convertible Preferred Stock to be issued; and
WHEREAS, UAL now wishes to sell and the Trustee now
wishes to purchase 2,011,812 shares of the Class 1 ESOP
Convertible Preferred Stock from UAL, in the amount, at the
purchase price and subject to the other terms and conditions as
set forth in this Agreement;
NOW, THEREFORE, in consideration of these premises and
the mutual promises contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Purchase; Purchase Price. Subject to the terms
and conditions of this Agreement, the Trustee shall purchase on
behalf of the Plan (the "Purchase") from UAL, and UAL shall issue
and sell to the Trustee an aggregate of 1,955,756 shares of Class
1 ESOP Convertible Preferred Stock (the "Shares") for an
aggregate purchase price (the "Purchase Price") of
$486,181,384.04.
2. Closing; Payment. The Purchase shall be
consummated (the "Closing") at or about August 12, 1999 at the
offices of UAL, or at such time, date or place as shall be fixed
by an agreement of UAL and the Trustee. The date of the Closing
shall hereinafter be referred to as the "Closing Date." At the
Closing, UAL shall deliver to the Trustee a certificate or
certificates representing the Shares, which shall be registered
in the name of the Trustee, as trustee under the Trust, or in the
name of its nominee, against delivery to UAL by the Trustee of a
check for a dollar amount equal to the par value per Share times
the number of Shares described in Section 1 above (the "Cash
Amount"), representing the aggregate par value of the Shares and
a promissory note of the Trust (the "ESOP Note") substantially in
the form set forth in Exhibit A hereto, in an amount equal to the
difference between the Purchase Price and a dollar amount equal
to the par value per Share times the number of Shares described
in Section 1 above. Notwithstanding the foregoing, UAL may, with
the consent of the Trustee, accomplish the transfer of shares to
the Trustee by book entry, in which event a cross receipt in the
form set forth in Exhibit B hereto shall be executed by the
parties. UAL shall pay all stamp and other transfer taxes, if
any, that may be payable in respect of the issuance, sale and
delivery of the Shares and shall be entitled to any refund
thereof, and shall present the Trustee with evidence that such
transfer taxes either have been paid or are not due.
3. Representations and Warranties of UAL. UAL hereby
represents and warrants to the Trustee as follows:
3.1 UAL has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware with corporate power and authority, including
governmental licenses, authorizations, consents and approvals, to
own, lease and operate its properties and conduct its business
except for licenses, authorizations, consents and approvals the
absence of which will not have a Material Adverse Effect. For
the purposes of this Agreement, "Material Adverse Effect" shall
mean any change or effect the consequence of which is materially
adverse to the condition (financial or otherwise), business,
assets or results of operations of UAL and its Subsidiaries (as
defined below) taken as a whole. UAL is duly qualified as a
foreign corporation to transact business and is in good standing
in each jurisdiction where its ownership or leasing of properties
or the conduct of its business requires such qualification,
except for the jurisdictions where the failure to be so qualified
would not have a Material Adverse Effect.
3.2 Except as set forth in Schedule 3.2 hereto,
the execution, delivery and performance of this Agreement and all
other documents or instruments to be executed or delivered by UAL
in connection with this Agreement are within UAL's powers and
have been duly authorized by all necessary corporate action.
This Agreement and all other documents or instruments to be
executed or delivered by UAL in connection with this Agreement
are, assuming due authorization, execution and delivery by the
Trustee, valid and binding upon UAL and enforceable against UAL
in accordance with their respective terms except as the
enforceability thereof may be limited by the effect of any
applicable bankruptcy, insolvency, fraudulent-conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights generally, ERISA and by general principles of equity
(regardless of whether considered in a proceeding at law or in
equity).
3.3 Except as set forth in Schedule 3.3 hereto,
the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not
conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under (i) the Certificate
of Incorporation or Bylaws, each as amended, of UAL or any of its
Subsidiaries (as hereinafter defined), or (ii) except as set
forth in Schedule 3.3(ii) hereto, any provision of any indenture,
mortgage, deed of trust, agreement, instrument, order,
arbitration award, judgment or decree to which UAL or any of its
Subsidiaries is a party or by which any of their respective
assets are bound, or (iii) any material statute, material rule or
material regulation applicable to UAL or any of its Subsidiaries
of any court, bureau, board, agency or other governmental body
having jurisdiction.
3.4 As of the Closing Date, the authorized,
issued and outstanding capital stock of UAL shall be as set forth
in Schedule 3.4 hereto, and UAL shall have no obligations to
issue any additional shares pursuant to any options, warrants,
conversion rights or other arrangements except as set forth in
Schedule 3.4 hereto, and all shares of issued and outstanding
capital stock of UAL shall have been duly authorized and are
fully paid and nonassessable.
3.5 Each Subsidiary is a corporation or
partnership duly incorporated or formed, validly existing and in
good standing under the laws of its jurisdiction of incorporation
or formation, has all requisite power and authority including all
governmental licenses, authorizations, consents and approvals
required to own, lease and operate its properties (except those
the absence of which would not have a Material Adverse Effect)
and to conduct its business and is in good standing in each
jurisdiction where the character of the property owned or leased
by it or the nature of its activities make such qualification
necessary, except for those jurisdictions where failure to be so
qualified would not, individually or in the aggregate, have a
Material Adverse Effect. For purposes of this Agreement,
"Subsidiary" means any entity of which securities or other
ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing
similar functions are directly or indirectly owned by UAL prior
to the Closing Date. All Subsidiaries and their respective
jurisdictions of incorporation or formation are identified on
Schedule 3.5 hereto.
Except as otherwise disclosed on Schedule 3.5, all of
the outstanding capital stock of, or other ownership interests
in, each Subsidiary, is owned by UAL, directly or indirectly,
free and clear of any liens, claims, charges and encumbrances
(collectively "Liens") and free of any other limitation or
restriction (including any restriction on the right to vote, sell
or otherwise dispose of such capital stock or other ownership
interests). Except as disclosed on Schedule 3.5, there are
outstanding (i) no securities of UAL or any Subsidiary
convertible into or exchangeable for shares of capital stock or
other voting securities or ownership interests in any Subsidiary,
and (ii) no options, subscriptions, warrants or other rights,
agreements, arrangements or commitments of any character to
acquire from UAL or any Subsidiary, and no other obligation of
UAL or any Subsidiary to issue, any capital stock, voting
securities or other ownership interests in, or any securities
convertible into or exchangeable or exercisable for any capital
stock, voting securities or ownership interest in, any Subsidiary
(the items in clauses (i) and (ii) being referred to collectively
as the "Subsidiary Securities"). There are no outstanding
obligations of UAL or any Subsidiary to repurchase, redeem or
otherwise acquire any outstanding Subsidiary Securities.
3.6 As of the Closing Date, the Shares (i) shall
have the rights, preferences and qualifications set forth in the
restated Certificate of Incorporation of UAL Corporation, (a copy
of which is attached hereto as Exhibit C), (ii) shall have been
duly and validly authorized and (iii) when issued and delivered
to the Trustee in exchange for the Cash Amount and the ESOP Note,
will be in proper form, validly issued, fully paid and
nonassessable. As of the Closing Date, UAL shall have full right
and authority to issue, sell, transfer, and deliver the Shares
and will effectively transfer to the Trustee, on the Closing
Date, the full right, title and interest therein and thereto,
free and clear of all Liens, except for (A) beneficial interests
accruing to participants in the Plan and their beneficiaries and
(B) any Liens created or imposed by the Trustee on behalf of the
Trust.
3.7 As of the Closing Date, the shares of Common
Stock (as hereinafter defined) into which the Shares are
convertible, shall be duly and validly authorized and reserved
for issuance and, when issued upon such conversion, will be
validly issued, fully paid and nonassessable and upon delivery to
the Trustee, the Trust will acquire full right, title and
interest to such shares of Common Stock free and clear of all
Liens, except for (i) beneficial interests accruing to the
participants in the Plan and their beneficiaries and (ii) any
Liens created or imposed by the Trustee on behalf of the Trust.
3.8 No authorization, approval or consent of, or
filing with, any governmental authority or agency or other third
party, is required in connection with the sale of the Shares by
UAL hereunder or the conversion of the Shares into Common Stock
except for (i) any of such as shall have been made or obtained
prior to the Closing, (ii) any of such relating to the listing on
any securities exchange of any shares of UAL common stock, par
value $.01 per share (the "Common Stock"), to be delivered upon
conversion of Shares and (iii) filings with and/or approvals of
the Internal Revenue Service. The Shares are being issued
pursuant to a valid exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws.
3.9 UAL's filings with the Securities and
Exchange Commission ("Commission") for the years 1996, 1997 and
1998, respectively, at the time they were filed with the
Commission, (i) complied in all material respects with the
requirements of the Securities Act, or the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as appropriate, and
the Rules and Regulations of the Commission respectively
promulgated thereunder, (ii) in the case of filings under the
Exchange Act, did not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under
which they were made, not misleading and (iii) no registration
statement, as amended or supplemented, if applicable, filed
pursuant to the Securities Act as of the date such statement,
amendment or supplement became effective contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading.
3.10 The consolidated financial statements of UAL,
together with related notes, schedules and reports thereon of
independent public accountants for the years 1996, 1997 and 1998,
respectively (collectively, the "Financial Statements"), included
in UAL's Annual Reports on Form 1O-K and Quarterly Reports on
Form 1O-Q ("Reports") for the years ended December 31, 1996, 1997
and 1998, respectively, all of which Reports previously have been
delivered to the Trustee, present fairly (except as may be
indicated in the notes thereto and subject to normal immaterial
year-end audit adjustments in the case of any unaudited interim
Financial Statements) the consolidated financial position and the
consolidated results of operation of UAL and its consolidated
Subsidiaries at the indicated dates and for the indicated
periods. The Financial Statements have been prepared in
accordance with generally accepted accounting principles
consistently applied throughout the periods involved except as
otherwise noted therein. UAL and its Subsidiaries considered as
one enterprise have no material liabilities or obligations,
contingent or otherwise, that are not fully disclosed in the
Financial Statements or the Reports.
3.11 Except as disclosed on Schedule 3.11 hereto,
since December 31, 1997, (i) there has been no event, and no
state of circumstances has existed, that has had or will, or
could reasonably be expected to, have a Material Adverse Effect,
(ii) there has not been any material transaction entered into by
UAL or any of its Subsidiaries, other than transactions in the
ordinary course of business or other than the transactions
contemplated in this Agreement or the Transaction, and (iii)
except for regular dividends on shares of its outstanding common
stock and preferred stock, there has been no dividend or
distribution of any kind declared, paid or made by UAL on any
class of its capital stock other than the distributions
contemplated by the Transaction.
3.12 Except as set forth in Schedule 3.12 there is
no action, suit or proceeding before or by any court or
government or administrative agency or body, domestic or foreign,
now pending or, to the best knowledge of UAL, threatened against
or affecting UAL or any of its Subsidiaries, which might have a
Material Adverse Effect.
3.13 UAL and its Subsidiaries hold all
certificates, authorizations or permits issued by the appropriate
state, federal or foreign regulatory agencies or bodies necessary
to conduct the business now operated by them the absence of
which, individually or in the aggregate, would have a Material
Adverse Effect, and neither UAL nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit which,
individually or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material
Adverse Effect. UAL and its Subsidiaries are in compliance with
all rules, laws and regulations related to the operation of the
business of UAL and its Subsidiaries, except for instances of
noncompliance which, individually or in the aggregate, would not
have a Material Adverse Effect.
3.14 The Plan has been duly authorized by all
corporate action and Part A constitutes an employee stock
ownership plan within the meaning of Section 4975(e)(7) of the
Code and Section 407(d)(6) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), Part B (that portion
of the stock bonus plan which does not constitute an employee
stock ownership plan) constitutes a stock bonus plan under the
Code and the Plan will qualify under Section 401(a) of the Code
taking into account amendments which may be reasonably requested
by the Internal Revenue Service, but no representation or
warranty is made as to the compliance of the Plan in operation
under the referenced Code and ERISA sections; the Trust Agreement
has been duly authorized by all necessary corporate action on the
part of UAL; all contributions by UAL to the Plan and all
dividends paid on the ESOP Preferred Stock which are used by the
Trust to make the required principal and interest payments with
respect to the ESOP Note will be deductible by UAL or its
Subsidiaries for federal income tax purposes under Section 404 of
the Code (as in effect on the date of the Closing), except to the
extent there are insufficient "earnings and profits" under the
Code for the dividends to be deductible; and the ESOP Preferred
Stock constitutes "employer securities" within the meaning of
Section 409(l) of the Code.
3.15 There is no investment banker, broker or
finder which has been retained by or is authorized to act on
behalf of UAL or any Subsidiary or, to the knowledge of UAL, any
CRS Company who might be entitled to a fee or commission from
UAL, either Union or any affiliate of either of them upon
consummation of the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of UAL. For the
purposes of this Section 3.15, "CRS Company" and "Union" shall
have the respective meanings assigned to such terms in the
Recapitalization Agreement.
4. Representations and Warranties of The Trustee, as
Trustee. The Trustee, in its capacity as such, represents and
warrants as follows:
4.1 The Trustee (i) is a duly organized and
validly existing trust company in good standing and with full
authority to act as Trustee and exercise trust powers under the
laws of the Commonwealth of Massachusetts and (ii) has full
corporate power and authority to execute and deliver the Trust
Agreement and to carry out the transactions contemplated thereby.
4.2 The execution, delivery and performance of
this Agreement will not violate (i) the Trustee's Charter or
Bylaws, each as amended or restated to date, (ii) any provision
of any indenture, mortgage, deed of trust, agreement, instrument,
order, arbitration award, Judgment or decree to which the Trustee
or the Trust is a party or by which it or the Trust or any of
their respective assets are bound, or (iii) any statute, rule or
regulation applicable to the Trustee or the Trust of any court,
bureau, board, agency or other governmental body having
jurisdiction, which conflict, breach or default might have a
material adverse effect.
4.3 This Agreement and the Trust Agreement have
been duly executed and delivered by the Trustee on behalf of the
Trust and, assuming due authorization, execution and delivery by
UAL, each constitutes the legal, valid and binding obligation of
the Trust enforceable against the Trustee in accordance with
their respective terms, except as the enforceability thereof may
be limited by the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors rights generally, ERISA and by
general principles of equity (regardless of whether considered in
a proceeding at law or in equity).
4.4 The Trustee is acquiring the shares on behalf
of the Plan pursuant to the Trust Agreement and the Plan solely
for investment purposes and not with a view toward, or for sale
in connection with, any public distribution thereof; provided,
however, nothing herein shall prohibit the Trustee from disposing
of any or all of the Shares.
4.5 No authorization, approval or consent of any
governmental authority or agency is necessary to be obtained by
the Trustee or the Plan in connection with the purchase of the
Shares by the Trustee on behalf of the Plan hereunder.
4.6 The Trustee, at the expense of UAL, has
retained independent legal counsel knowledgeable in matters
regarding ERISA and Code fiduciary responsibilities and has
retained an independent financial advisor to advise the Trustee
regarding the transactions contemplated by this Agreement.
4.7 The Trustee has not employed any broker,
finder or agent, or agreed to pay or incurred any brokerage fee,
finder's fee, commission or other similar form of compensation in
connection with this Agreement or the transactions contemplated
hereby.
4.8 Trustee has received an opinion of Houlihan,
Lokey, Howard and Zukin, Inc., financial advisor to the Trustee,
to the effect that (i) the Purchase Price is not greater than
fair market value, (ii) the Transaction is fair to the Plan from
a financial point of view, (iii) the conversion price with
respect to the Shares is reasonable and (iv) the interest rate on
the ESOP Note is not unreasonable.
5. Conditions to Closing.
5.1 Conditions to the Trustee Is Obligation at
Closing. The obligations of the Trustee hereunder are subject
to the fulfillment at or before the Closing of each of the
following conditions:
(a) The representations and warranties
contained in Section 3 hereof shall be true on and as of the
Closing Date and, the Trustee shall have been furnished with a
certificate, dated the Closing Date, to such effect, signed by an
authorized officer of UAL.
(b) The Trustee shall have received a cash
contribution to the Plan at least equal to the Cash Amount.
(c) No order of any court or administrative
agency shall be in effect which restrains or prohibits the
transactions contemplated by this Agreement, and no suit, action
or other proceedings by any governmental body or other person
shall have been instituted which questions the validity or
legality of the transactions contemplated by this Agreement which
suit, action or proceeding the Trustee reasonably determines,
upon advice of counsel, is more likely than not to successfully
challenge the validity or legality of the transactions
contemplated by this Agreement or otherwise result in a Material
Adverse Effect.
(d) Neither the Trustee nor UAL shall have
determined in good faith that the purchase of the Shares would
result in a "prohibited transaction" under ERISA or otherwise
violate the provisions of applicable law.
(e) The Trustee shall have received UAL's
most recent annual report on form 10-K and any subsequently filed
Quarterly Reports on Form 10-Q.
(f) The Trustee shall have received from
Kirkpatrick & Lockhart, counsel to the Trustee, an opinion in
substantially the form set forth in Schedule 5.1(f) hereto.
(g) The Trustee shall have received from
Francesca M. Maher, Vice President-Law and Corporate Secretary,
the opinion in substantially the form set forth in Schedule
5.1(g) hereto.
(h) The Trustee shall have received an
opinion of its financial advisor, in substantially the form set
forth in Schedule 5.1(h) hereto.
(i) The Trustee shall have made a good faith
determination that the purchase of the Shares contemplated
hereunder and the consummation of all other transactions
contemplated by the Agreement are prudent and in the best
interests of the Plan participants. In the event the Trustee is
unable to consummate the purchase of the Shares described in
Section 1 hereof at the Purchase Price by reason of the failure
of one or more of the conditions set forth in Sections 5.1(d),
(h) and (i) hereof, the Trustee agrees to negotiate in good faith
with UAL in an attempt to arrive at a purchase price for the
Shares at which the Trustee would consummate the purchase of
Shares contemplated by this Agreement.
(j) UAL shall have certified to the Trustee
that it has determined that it is reasonably likely to have
sufficient earnings and profits such that dividends paid on the
Class 1 ESOP Convertible Preferred Stock are reasonably likely to
be deductible under Section 404 of the Code.
5.2 Conditions to UAL's obligations at Closing.
The obligations of UAL hereunder are subject to the fulfillment
at or before the Closing of each of the following conditions:
(a) The representations and warranties
contained in Section 4 hereof shall be true on and as of the
Closing and, UAL shall have been furnished with a certificate
dated the Closing Date to such effect, signed by an authorized
officer of the Trustee.
(b) No order of any court or administrative
agency shall be in effect which restrains or prohibits the
transactions contemplated by this Agreement, and no suit, action
or other proceedings by any governmental body or other person
shall have been instituted which questions the validity or
legality of the transactions contemplated by this Agreement which
suit, action or proceeding UAL reasonably determines, upon advice
of counsel, is more likely than not to successfully challenge the
validity or legality of the transactions contemplated by this
Agreement or otherwise result in a Material Adverse Effect.
(c) Neither the Trustee nor UAL shall have
determined in good faith that the purchase of the Shares would
result in a "prohibited transaction" under ERISA or otherwise
violate the provisions of applicable law.
(d) UAL shall have received an opinion of
Kirkpatrick & Lockhart, counsel to the Trustee, in the form set
forth in Schedule 5.2(d) hereto.
(e) The Trustee shall have delivered to UAL
a certification that the conditions set forth in section 5.1(d)
and section 5.1(i) have been satisfied.
6. Covenants of Trustee. The Trustee hereby
covenants and agrees as follows:
(a) Except as otherwise provided in the ESOP, all
cash contributions (including any earnings on such contributions)
that are received by the Trust and cash dividends (including any
earnings on such dividends) that are received by the Trust with
respect to the Class 1 ESOP Convertible Preferred Stock or Common
Stock issued upon conversion thereof will be, to the extent
permitted by law, applied solely for the purpose of making
principal and interest payments on the ESOP Note.
(b) The Trustee shall not transfer or otherwise
dispose of any shares of Common Stock issued upon conversion of
the Class 1 ESOP Convertible Preferred Stock unless such
securities have been registered under the Securities Act of 1933,
as amended, and any applicable state securities laws or pursuant
to an exemption or exemptions from such registration.
(c) The Trustee agrees that UAL may (with the
consent of the Air Line Pilots Association, International and the
International Association of Machinists and Aerospace Workers if
and to the extent such consent is required by the Plan) extend
the maturity of the ESOP Note for up to four (4) years, provided
that the interest rate on the ESOP Note, as extended, is
determined by the Trustee to be reasonable at the time of
extension.
7. Covenants of UAL. UAL hereby covenants and agrees
as follows:
(a) So long as any principal or interest amount
of the ESOP Note or any note representing a refinancing of the
ESOP Note remains unpaid, UAL shall use reasonable efforts to
cause Part A of the Plan to maintain its qualification as an
employee stock ownership plan within the meaning of Section
4975(e)(7) of the Code.
(b) So long as any principal or interest amount
of the ESOP Note or any note representing a refinancing of the
ESOP Note remains unpaid, UAL and its Subsidiaries shall make
contributions to the Plan which, when combined with any dividends
received by the Plan that can be used for the payment of such
debt, are sufficient to allow the Trustee to make, in a timely
fashion all scheduled principal and interest payments with
respect to the ESOP Note or any note representing a refinancing
of the ESOP Note; provided, however, that any contribution to the
Plan shall be limited to the extent that such contribution would
cause the aggregate contributions made by UAL and its
Subsidiaries for the relevant Plan year to exceed the limitations
set forth in Sections 404 or 415 of the Code. Any contributions
limited or not made in a timely fashion pursuant to the preceding
sentence shall be (i) carried over and paid to the Plan as soon
as is practicable in connection with contributions to the Plan
and (ii) increased by an amount sufficient for the Trustee to pay
any increased interest or other costs arising under the ESOP Note
from the failure to make any payment thereunder when due. The
Trustee shall be entitled to reimbursement upon demand for
reasonable attorney fees and other reasonable costs of collection
in enforcing the provisions of this Section 7(b).
(c) Registration of the Common Stock. As and if
required by applicable securities laws, UAL shall at all times
maintain an effective registration statement under the Securities
Act and timely comply with the reporting requirements under the
Exchange Act with respect to the shares of Common Stock into
which the Shares are convertible. The Trustee will provide UAL
with any information about the Trustee or such proposed sale
required to be included in such registration statement. The
Trustee will, upon receipt of notice from UAL that any such
registration statement includes an untrue statement of a material
fact or omits to state a material fact required to be stated
therein or necessary to make any statement therein not
misleading, discontinue the distribution of Common Stock
thereunder until such misstatement or omission is eliminated.
The Trustee further agrees not to effect any public
sale or distribution of Common Stock without the consent of UAL
during the seven days prior to or ninety days after any
registration statement relating to an underwritten sale of
securities of UAL has become effective. UAL shall obtain any
other federal, state or local approvals as may be necessary from
time to time to enable the Trust to consummate any desired
conversion or disposition of the shares of Common Stock into
which the Shares are convertible.
8. Restrictive Legend. The Trustee understands that
the certificates representing the Shares, when issued, will bear
the following legend and that a notation restricting their
transfer will be made on the stock transfer books of UAL:
"The shares of stock represented by this
certificate have not been registered under the
Securities Act of 1933, as amended. Such shares may
not be sold, assigned, pledged or otherwise transferred
in the absence of an effective registration statement
under said Securities Act covering the transfer or an
opinion of counsel satisfactory to the issuer that
registration under said Securities Act is not required.
Notice
The shares, of stock represented by this
certificate are subject to a security interest in favor
of UAL Corporation."
9. Expenses. Whether or not the transactions
contemplated by this Agreement shall be consummated, UAL shall,
as provided for in the applicable engagement letter between UAL
and the Trustee (the "Engagement Letter"), pay the expenses
incurred by the Trustee in connection with the authorization,
preparation, negotiation, execution and performance of this
Agreement and related transactions.
10. Integration Amendment. This Agreement (including
the documents delivered pursuant hereto), together with the Plan,
Trust Agreement and Engagement Letter, constitutes the entire
agreement and understanding between the parties hereto relating
to the purchase of the shares of ESOP Preferred Stock and
supersedes any prior agreement or understanding relating in any
way to the transaction contemplated hereby. This Agreement may be
modified or amended only by a written instrument executed by or
on behalf of the parties hereto. The headings and captions
contained herein are solely for convenience of reference and do
not constitute a part of this Agreement or affect in any way its
meaning or construction.
11. Savings Clause. The invalidity, illegality or
enforceability of any one or more of the provisions of this
Agreement shall in no way affect or impair the validity and
enforceability of the remaining provisions hereof. In the event
any such provision shall be so declared unenforceable due to its
scope or breadth, it shall be narrowed to the scope or breadth
permitted by law.
12. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the
same instrument. It shall not be necessary that any single
counterpart hereof be executed by all parties so long as each
party executed at least one counterpart.
13. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of Illinois without
regard to any principles of conflicts of law.
14. Survival of Representations, Warranties and
Covenants. All covenants contained in this Agreement (including
in any certificates delivered hereunder) shall survive the
Closing or, in the case of Section 9, Section 13 and Section 14
hereof, the sooner termination of this Agreement.
Notwithstanding the Closing, or the sooner termination of this
Agreement or any investigation at any time made by or on behalf
of either party, UAL or the Trustee shall be liable for damages
arising from its breaches of representations or warranties under
this Agreement (including in any certificates delivered
hereunder) which breaches shall not be considered waived by
consummation of the transactions contemplated hereby, provided,
however, that UAL and the Trustee shall be liable only to the
extent that notice therefor is asserted by the other in writing
and delivered prior to the expiration of forty-two (42) months
from the Closing or sooner termination of this Agreement.
15. Notices. Any notice or other communication
required or permitted hereunder shall be in writing, either
delivered by hand, by mail, or by telex, telefax or telegram
(charges prepaid), and any such notice shall be effective when
received at the address specified below (or, if by mail, three
business days after deposited in the U.S. mails, registered or
certified mail, postage prepaid and return receipt requested):
By Mail
-------
If to UAL: UAL Corporation
--------- P. O. Box #66919
Chicago, IL 60666
Attn: Corporate Secretary
By Courier
----------
UAL Corporation
1200 Algonquin Road
Elk Grove Township, IL 60007
Attn: Corporate Secretary
If to the Trustee: State Street Bank and Trust
----------------- Company
Retirement Investment Services
Batterymarch Park III
Three Pine Hill Drive
Quincy, MA 02169
Attn: UAL ESOP Administration
With a copy to: Kirkpatrick & Lockhart
1500 Oliver Building
Pittsburgh, PA 15222
Attn: Charles R. Smith, Esquire
Addresses may be changed by written notice given pursuant to this
Section. Any notice given hereunder may be given on behalf of
any party by his counsel or other authorized representatives.
16. Successors and Assigns: Assignability. This
Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto, and their respective legal
representatives, successors and assigns. This Agreement (i)
shall not confer upon any person other than the parties hereto
and their respective successors and assigns any rights or
remedies hereunder and (ii) shall not be assignable by operation
of law or otherwise by any party hereto.
17. Further Assurances. Subject to the terms and
conditions herein provided, each of the parties hereto shall use
all reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or
advisable to consummate and make effective the transactions
contemplated by this Agreement.
18. Certain Limitations. The execution and delivery
of this Agreement and the performance by the Trustee of this
Agreement have been, or will be, effected by the Trustee solely
in its capacity as Trustee and not individually.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereof have duly
executed and delivered this Agreement as of the date first above
written.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Name: Douglas A. Hacker
-----------------
Title: Executive Vice President &
Chief Financial Officer
--------------------------
State Street Bank and Trust Company,
solely in its capacity as Trustee
under the UAL Corporation Employee
Stock Ownership Plan Trust and not
individually
By: /s/ John Scott Feeley
---------------------
Name: John Scott Feeley
-----------------
Title: Vice President
--------------
EXHIBIT 10.33
-------------
UNITED EMPLOYEES PERFORMANCE INCENTIVE PLAN
I. PURPOSE
A. General. In an effort to maintain a position of leadership
in the fast-growing and highly competitive business segments in
which UAL Corporation (the "Company") competes, it is necessary
to promote the financial interests of the Company and its
Subsidiaries, including its growth, by attracting and retaining
certain highly qualified employees possessing outstanding
ability, motivating such employees by means of performance
related incentives, and providing incentive compensation
opportunities which are competitive with those of major
corporations. The United Employees Performance Incentive Plan
(the "Plan") hereinafter described is designed to assist the
Company in attaining these objectives.
B. Performance-Based Compensation. With respect to Covered
Awards, the Plan is intended to constitute a qualified
performance-based compensation plan under Section 162(m)(4)(C) of
the Code and shall be construed and administered so as to ensure
such compliance.
C. Deferred Awards. With respect to the Plan as it relates to
the payment of Incentive Awards on a deferred basis pursuant to
Paragraph VI(B), such portion of the Plan is intended to be (and
shall be construed and administered as) an employee pension
benefit plan that is unfunded and is maintained by the Company
for a select group of management or highly compensated employees
within the meaning of ERISA.
D. Cash Bonus Plan. With respect to the Plan as it relates to
the current payment of Incentive Awards pursuant to Paragraph
VI(A), such cash bonus portion of the Plan is not intended to be
(and shall not be construed and administered as) an employee
benefit plan within the meaning of ERISA. Incentive Awards under
this Plan are intended to be discretionary and shall not
constitute a part of an employee's regular rate of pay.
II. PLAN ADMINISTRATION
A. Plan Administration. The Company or its delegate has the
authority and responsibility to manage and control the general
administration of the Plan, except as to matters expressly
reserved in this Plan to either the Compensation Committee or the
Compensation Administration Committee of the Board of Directors
of the Company (as applicable, the "Committee"). This Plan is
not intended to modify or limit the powers, duties or
responsibilities of either the Board or the Committees as set
forth under the UAL Corporation Restated Certificate of
Incorporation. Determinations, decisions and actions of the
Company or, if applicable, the Committee, in connection with the
construction, interpretation, administration, or application of
the Plan will be final, conclusive, and binding upon any
Participant and any person claiming under or through the
Participant. No employee of an Employer, any member of the
Board, any delegate of the Board, or any member of the Committee
will be liable for any determination, decision, or action made in
good faith with respect to the Plan or any Incentive Award made
under the Plan.
B. Compensation Committee. The Compensation Committee shall
have the sole authority and responsibility to review annually
management's recommendations for the Selected Performance
Objectives and Selected Performance Factors under the Plan, to
select the Selected Performance Objectives and Selected
Performance Factors for an Award Year; and to otherwise
administer Incentive Awards (other than Covered Awards) payable
to Officers.
C. Compensation Administration Committee. The Compensation
Administration Committee shall have the sole authority and
responsibility under the Plan to establish and administer any
Covered Award under the Plan, including establishment of the
Selected Performance Objectives and Selected Performance Factors
for an Award Year.
D. Non-Assignability. A Participant's rights and interests in
and to payment of any Incentive Award under the Plan may not be
assigned, transferred, encumbered or pledged other than by will
or the laws of descent and distribution; and are not subject to
attachment, garnishment, execution or other creditor's processes.
E. Amendment or Termination. Subject to the UAL Corporation
Restated Certificate of Incorporation, the Plan may at any time
be amended, modified, or terminated, as the Board in its
discretion determines. Such amendment, modification, or
termination of the Plan will not require the consent,
ratification, or approval of any party, including any
Participant. The Board or the Compensation Committee (and the
Compensation Administration Committee in the case of a Covered
Award) may amend the Selected Performance Objectives and/or the
Selected Performance Factors as well as any Incentive Award
(including increasing, decreasing or eliminating any or all
Incentive Awards for an Award Year) prior to the payment of the
Award (or the date payment would have been made but for a
Participant's election to defer receipt) to the extent it deems
appropriate for any reason, including compliance with applicable
securities laws, local laws outside the U.S. if and to the extent
international employees are Participants, the requirements of
Section 162(m) of the Code and the pooling of interests
requirements in connection with a merger. Notwithstanding the
foregoing, to the extent the Compensation Administration
Committee has expressly designated an Incentive Award as a
Covered Award, the Compensation Administration Committee will not
have any authority to amend or modify the terms of any Covered
Award in any manner which would impair its deductibility under
Section 162(m) of the Code.
F. No Contract of Employment. Neither the Plan, nor any
Incentive Award, constitutes a contract of employment, and
participation in the Plan will not give any employee the right to
be retained in the service of the Company or any Subsidiary or
continue in any position or at any level of compensation.
G. Controlling Law. This Plan and all determinations made and
actions taken pursuant hereto to the extent not preempted by
ERISA or other federal laws, will be governed and construed by
the internal laws of the State of Illinois, except its laws with
respect to choice of law.
H. Beneficiary Upon Death. An Incentive Award which has been
deferred pursuant to the provisions of Paragraph VI(B) shall be
transferable at the Participant's death to the beneficiary
designated by the Participant on forms prescribed by and filed
with the Company. If no designation of a beneficiary has been
made or is in effect, an Incentive Award payable to a Participant
following his or her death shall be paid to the Participant's
legal representative and shall be transferable by will or
pursuant to the laws of descent and distribution.
I. Compliance with Section 162(m) of the Code. To the extent
any provision of the Plan or an Incentive Award or any action of
the Compensation Committee or the Company as it relates to a
Covered Award, may result in the application of Section 162(m)(1)
of the Code to compensation payable to a Covered Employee, such
provision or action shall be deemed null and void to the extent
permitted by law and deemed advisable to the Compensation
Administration Committee.
J. Unfunded, Unsecured Obligation. A Participant's only
interest under the Plan shall be the right to receive either a
cash or Stock payment for an Incentive Award pursuant to the
terms of the Incentive Award and the Plan. No portion of the
amount payable to a Participant under this Plan shall be held by
the Company or any Subsidiary in trust or escrow or any other
form of asset segregation. To the extent that a Participant
acquires a right to receive a cash or Stock payment under the
Plan, such right shall be no greater than the right of any
unsecured, general creditor of the Company, and no trust in favor
of any Participant will be implied.
K. International Employees. The Company may in its sole
discretion extend participation in the Plan to international
employees who do not satisfy the definition of Administrative
Employee or Management Employee under this Plan. The terms of
the Plan as applied to such employees shall be as set forth in an
Exhibit to this Plan.
III. DEFINITIONS
Unless the context requires otherwise, the following terms when
used with initial capitalization have the following meanings:
A. Account -- A bookkeeping account maintained by the Company
in the name of each Participant, which account shall consist of
two subaccounts, one known as the "Cash Subaccount" and the other
as the "Company Stock Subaccount."
B. Administrative Employee -- An individual (i) who is
classified by an Employer (without regard to any retroactive
judicial or administrative reclassification of such individual)
as an Administrative Employee (on other than a temporary
reclassification basis), (ii) whose employment is for an
indefinite period, (iii) who is employed in an Employer
established job classification not covered by a collective
bargaining agreement, and (iv) who is on the Employer's U.S.
payroll and working regularly in the U.S.
C. Award Year -- The calendar year for which Incentive Awards,
if any, are calculated under the Plan.
D. Board -- The Board of Directors of the Company.
E. Code -- The Internal Revenue Code of 1986, as from time to
time amended including any related regulations.
F. Committee - Committee means separately or collectively as
applicable the Compensation Administration Committee and the
Compensation Committee.
G. Company -- UAL Corporation.
H. Compensation -- Compensation means:
1. With respect to a Participant who is not a Key and Senior
Management Employee, the amount of a Participant's taxable
wages for the Award Year, increased by the amount of his or
her pre-tax elective contributions under any qualified Code
Section 401(k) plan or Code Section 125 cafeteria plan
(including any HMO premium deductions) for the Award Year,
and decreased by any Incentive Award received under the Plan
or comparable incentive compensation plan and the amount of
any extraordinary payments such as moving expense reimbursements,
Pride Awards and Code Section 125 cafeteria plan taxable
reimbursements for the Award Year.
2. With respect to a Key and Senior Management Employee, such
Participant's annual base salary actually received for the
Award Year, increased by the amount of his or her pre-tax
elective contributions under any qualified Code Section 401(k)
Plan or Code Section 125 cafeteria plan (including any HMO
premium deductions), prorated for a partial year's participation.
I. Compensation Administration Committee -- The Compensation
Administration Committee is the Compensation Administration
Committee of the Board as set forth in the UAL Corporation
Restated Certificate of Incorporation, or such other committee
appointed by the Board, in accordance with the requirements of
the UAL Corporation Restated Certificate of Incorporation, to
exercise the powers and perform the duties assigned to the
Compensation Administration Committee under this Plan.
J. Compensation Committee - The Compensation Committee is the
Compensation Committee of the Board as set forth in the UAL
Corporation Restated Certificate of Incorporation, or such other
committee appointed by the Board, in accordance with the
requirements of the UAL Corporation Restated Certificate of
Incorporation, to exercise the powers and perform the duties
assigned to the Compensation Committee under this Plan.
K. Covered Award -- An Incentive Award (i) which will be paid
to a Covered Employee, (ii) which the Compensation Administration
Committee expressly designates as performance-based compensation
intends to be fully deductible under Section 162(m) of the Code,
and (iii) which will be paid following the shareholder approval
required by Section 162(m)(4)(C)(ii) of the Code.
L. Covered Employee -- An individual who is a "covered
employee" within the meaning of Section 162(m)(3) of the Code.
M. Employer -- The Company, United Air Lines, Inc., and any
other Subsidiary which, with the approval of the Chief Executive
Officer of the Company, has adopted this Plan.
N. ERISA -- The Employee Retirement Income Security Act of
1974, as from time to time amended, including any related
regulations.
O. Fair Market Value. The Fair Market Value of a share of
Stock on any date shall be equal to the five-day average of the
average of the high and low prices of a share of Stock reported
for New York Stock Exchange Composite Transactions for the
applicable date or, if there are no such reported trades for such
date, for the last previous date for which trades were reported,
and the four previous dates for which trades were reported.
P. Incentive Award -- The dollar value of an award made to a
Participant as determined under the Plan.
Q. Incentive Opportunity -- The amount, stated as a percentage
of a Participant's Compensation, determined with respect to an
Award Year (or partial Award Year in the case of participation
for a partial year), that will be included in a Participant's
Incentive Award formula under Paragraph V(A) of the Plan. If a
Participant held more than one eligible position during the Award
Year, his or her Incentive Opportunity will be separately
determined based on each corresponding period of participation.
The Incentive Opportunity for Participants who are Officers will
be determined by the Compensation Committee, subject to the
requirement under Paragraph IX(A) that the Compensation
Administration Committee establish the Incentive Opportunity upon
which a Covered Award is based.
R. Individual Performance Goal -- The performance criteria or
objectives established for a Participant for an Award Year for
purposes of assisting the Company or the Compensation Committee
in determining whether and to what extent an Incentive Award has
been earned by such Participant for such Award Year.
S. Individual Performance Modifier -- The numerical modifier
(expressed as a percentage) determined for a Participant with
respect to an Award Year, as follows:
1. In the case of a Participant other than a Key and Senior
Management Employee, the Individual Performance Modifier shall
be 100%, provided the Company may reduce such Individual
Performance Modifier based upon an evaluation of the
Participant's performance during the Award Year.
2. In the case of a Participant who is a Key and Senior
Management Employee other than an Officer, the Individual
Performance Modifier shall be determined by the Company and
may be based, in whole or in part, upon an evaluation of the
extent to which such Participant achieved his or her
Individual Performance Goals established for that Award Year.
3. In the case of a Participant who is an Officer other than an
Officer who is to receive a Covered Award, the Individual
Performance Modifier shall be determined by the Compensation
Committee and may be based, in whole or in part, upon an
evaluation of the extent to which such Participant achieved
his or her Individual Performance Goals established for that
Award Year.
4. In the case of a Participant who is to receive a Covered
Award, the Individual Performance Modifier shall in all cases
be 120%, subject to the Compensation Administration
Committee's discretionary authority under Paragraph IX(C) to
reduce the amount of a Covered Award.
A Participant's evaluation under Paragraphs III(S)(l),
III(S)(2) and III(S)(3) above is wholly discretionary
and subjective on the part of the Company or the
Compensation Committee as applicable.
T. Key and Senior Management Employee - Each Covered Employee,
each Officer and each Management Employee who is designated by
the Company as a Key and Senior Management Employee with respect
to the Plan for an Award Year. Designation as a Key and Senior
Management Employee will apply only for the Award Year for which
the designation is made.
U. Management Employee -- An individual (i) who is classified
by the Employer (without regard to any retroactive judicial or
administrative reclassification of such individual) as a
Management Employee (on other than a temporary reclassification
basis), (ii) whose employment is for an indefinite period, (iii)
who is employed in an Employer established job classification not
covered by a collective bargaining agreement, and (iv) who is on
the Employer's U.S. payroll and working regularly in the U.S.
V. Officer - Each officer of the Company, each officer of
United Airlines Inc. reporting directly to the Chairman and Chief
Executive Officer of the Company, and each senior officer of the
Company's Subsidiaries designated by the Board.
W. Participant -- Each Administrative Employee, Management
Employee or other international employee of an Employer who is
designated as a Participant for an Award Year by the Company or
the Committee.
X. Performance Objectives - One or more objectively
determinable measures established at the beginning of an Award
Year related to specified levels of growth in, or peer company
performance in, or relating to, customer satisfaction as measured
by a Company sponsored customer survey; employee engagement or
employee relations as measured by a Company sponsored employee
survey; employee safety; employee diversity; financial
performance as measured by sales, net income, profits (pre- and
after-tax), adjusted pre-tax margin, earnings before interest and
taxes, cash flow, earnings per share, reduction of fixed costs,
economic value added, return on assets, return on capital, return
on equity, shareholder return, cost of capital, debt reduction,
productivity improvements; and operational performance as
measured by load factor, passenger yield management, lost time
incidents, baggage handling performance, or on-time performance.
Performance Objectives may be described in terms of Company,
Subsidiary, major business segments, division or departmental
performance. Performance Objectives shall be stated in terms of
Threshold, Target and Maximum levels. For other than Covered
Awards, the Company may add other Performance Objectives not
specifically listed above.
Y. Plan -- The United Employees Performance Incentive Plan, as
evidenced by this written instrument as may be amended from time
to time.
Z. Pre-Tax Earnings -- UAL Corporation's pre-tax earnings as
determined under generally accepted accounting principles
adjusted to exclude any items (whether gains or losses) otherwise
included therein relating to (i) the UAL Corporation Employee
Stock Ownership Plan, the UAL Corporation Supplemental ESOP, or
the trusts relating thereto, (ii) the Company's 1988 and 1998
Restricted Stock Plans, (iii) for those Award Years in which the
Company enters into labor contracts with ALPA or the IAM to
replace contracts becoming amendable in 2000, any differential
between the projected labor costs to the Company attributable to
such contract(s) as determined by the Company prior to such Award
Year and the actual labor costs to the Company attributable to
such labor contract(s) and (iv) any event or occurrence that the
Committee determines to be either not directly related to the
operations of the Company or not within the reasonable control of
the Company's management, but only to the extent such
determination would not cause a Covered Award to not be
deductible under Code Section 162(m).
AA. Pre-Tax Profit Margin -- Pre-Tax Earnings divided by UAL
Corporation's gross revenues as determined under generally
accepted accounting principles adjusted to exclude any items
otherwise included therein relating to any event or occurrence
that the Committee determines to be either not directly related
to the operations of the Company or not within the reasonable
control of the Company's management, but only to the extent such
determination would not cause a Covered Award to not be
deductible under Code Section 162(m).
BB. Selected Performance Factors -- The numerical factors
(expressed as a percentage) established by the Company relating
to the Plan's Selected Performance Objectives for the Award Year
and which correspond to the actual achievement of the Threshold,
Target and Maximum Selected Performance Objectives for such Award
Year. Subject to the provisions of Article IX with respect to a
Covered Award, the Selected Performance Factors as they relate to
Officers shall be established by the Compensation Committee. If
the actual achievement of the Selected Performance Objective for
an Award Year, as determined by the Company (or by the
Compensation Administration Committee in the case of a Covered
Award and the Compensation Committee as it relates to the
Incentive Awards for Officers other than with respect to a
Covered Award) shortly after the Award Year, is between the
Threshold and Target or Target and Maximum Objectives, the
Selected Performance Factor will be the amount determined by
linear interpolation between the two corresponding Threshold,
Target or Maximum Selected Performance Factors.
CC. Selected Performance Objectives - One or more Performance
Objectives selected for an Award Year. Subject to the provisions
of Article IX with respect to a Covered Award, the Compensation
Committee shall establish at the beginning of an Award Year the
Selected Performance Objectives, including the Threshold, Target
and Maximum levels for Officers, other than with respect to a
Covered Award.
DD. Stock -- Shares of Common Stock of the Company par value
$.01 per share, or any shares into which such shares are changed
as contemplated in Paragraph VI(E)(2)(b).
EE. Subsidiary -- Any entity, corporate or otherwise, in which
the Company, directly or indirectly, owns or controls a greater
than 50% interest.
IV. PARTICIPATION
A. Participants. Participants will be determined annually by
the Company or the Committee from among the Management Employees,
Administrative Employees, and other international employees of an
Employer. Designation as a Participant will apply only for the
Award Year for which the designation is made and may include a
partial year.
B. Termination of Employment. In order to be entitled to
receive an Incentive Award for an Award Year, a Participant must
be actively employed at the time the Incentive Award is paid or,
in the case of a deferred Incentive Award, at the time such Award
would have been paid but for the Participant's election to defer
receipt of the Award; however, the Company (or the Committee, if
applicable) may in its sole discretion pay an Incentive Award to
a Participant who has terminated employment.
V. COMPUTATION OF INCENTIVE AWARDS
A. Formula. Subject to Paragraph B, a Participant's Incentive
Award for an Award Year will be an amount equal to the Base
Incentive Award under (1) and, if applicable, the Match Incentive
Award under (2):
1. Base Incentive Award. The Participant's Base Incentive
Award is equal to the product of the following:
(a) The Participant's Incentive Opportunity;
(b) The Participant's Compensation;
(c) The sum of the Selected Performance Factors for the Award
Year; and
(d) The Participant's Individual Performance Modifier.
2. Match Incentive Award. For any portion of an Incentive
Award, the receipt of which has been deferred pursuant to
Paragraph VI(B) for a period of at least five years following the
Award Year and which is payable in the form of Stock, the
Participant's Incentive Award will include a Match Incentive
Award equal to 20% of such portion of the Participant's Base
Incentive Award determined under (1) above.
B. Covered Awards. A Covered Award shall be the greater of the
Incentive Award determined under Paragraph A or an Incentive
Award determined solely on the basis of a formula and one or more
financial Performance Objectives as established by the
Compensation Administration Committee prior to the Award Year (or
at such later date as may be permissible under Code Section
162(m)), subject to the Compensation Administration Committee's
discretionary authority under Paragraph IX(C) to reduce the
amount of a Covered Award.
C. Classification Changes. Appropriate adjustments and
computations, including computations for a partial Award Year,
may be made to reflect changes in a Participant's job
classification, Individual Performance Modifier, or Selected
Performance Factors during an Award Year. Subject to the
provisions of Article IX with respect to Covered Awards, the
Compensation Committee shall determine all such adjustments and
computations relating to Incentive Awards for Officers.
D. Threshold Limit. With respect to each Award Year, the
Compensation Committee will determine before such Award Year a
threshold level of Pre-Tax Profit Margin which must be obtained
before any Incentive Award (other than a Covered Award) may be
made to any Participant for such Award Year. The Compensation
Administration Committee will establish such threshold level of
Pre-Tax Profit Margin which must be obtained before any Covered
Award may be made to a Covered Employee for such Award Year.
VI. PAYMENT OF INCENTIVE AWARDS
A. Cash Payment. Subject to Paragraph B below, payment of
Incentive Awards will be made in cash as soon as practicable
following the end of the Award Year, without interest.
B. Election to Defer. A Participant who is a Key and Senior
Management Employee and who is determined by the Company to be
member of a select group of management or highly compensated
employees ("top-hat group") as such group is determined under
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA may make an
irrevocable election, on or before the earlier of a date
established by the Company or June 30 of the Award Year, to defer
receipt of all or any portion of his or her Incentive Award to a
subsequent calendar year. A Participant's deferred Incentive
Award will be credited to his or her Account as of the date it
would otherwise have been paid in cash and will be adjusted as
provided in Paragraph E below. A Participant's election to defer
will include an election to receive payment of all or a portion
of such deferred Incentive Award in the form of cash or shares of
Stock. If the Company reasonably determines that a Participant
no longer qualifies as a member of a "top-hat group," the Company
shall have the right, in its sole discretion, to (i) terminate
any future deferrals by such Participant under this Plan, and/or
(ii) immediately distribute the Participant's Account balance
under the Plan.
C. Time for Payment of Deferred Incentive Award. A
Participant who has made an election to defer his or her
Incentive Award will receive payment of his or her entire Account
balance (except as limited by (3) below) on the earliest of the
following:
1. In the calendar year selected by the Participant in his or
her irrevocable written election.
2. As soon as practicable in the calendar year after the
Participant's termination of employment with the Company and
its Subsidiaries for any reason or no reason, provided that a
transfer of employment among the Company or its Subsidiaries
will not be considered a termination of employment.
3. At the Participant's request and upon the occurrence of an
"Unforeseeable Emergency", provided that a distribution
pursuant to this clause shall not exceed the amount
reasonably needed to satisfy the emergency need. For
purposes of this paragraph, "Unforeseeable Emergency" shall
mean a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident of the
Participant or of his or her dependent (as defined in Section
152(a) of the Code), loss of the Participant's property due
to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control
of the Participant. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case,
but in no case will payment be made to the extent that such
hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or
(iii) by cessation of deferrals under the Plan.
4. Any other time elected by the Participant, provided that
upon making such an election, the Participant shall be entitled
to receive only 90% of the amounts then credited to his or her
Account under the Plan and shall forfeit the remaining 10% of
such amount.
D. Modification of Time and Manner of Payment.
Notwithstanding anything herein to the contrary and subject to
the provisions of Article IX with respect to a Covered Award, the
Compensation Committee shall have the right, in its discretion,
to vary the manner (including payment in cash in lieu of shares
of Stock) and time for making the distributions provided in
Paragraph C above (but not defer any amount otherwise due), and
may make such distributions in a lump sum or other payment method
as it may deem appropriate, taking into account the Participant's
or any beneficiary's age, health, physical or mental condition,
dependents or lack of dependents, other sources of income or lack
of same, and any other factors deemed relevant, provided,
however, that such accelerated payment is not detrimental to the
Participant. Nothing herein shall be construed to grant the
Participant or any beneficiary the right to elect a modification
of the time for receiving payments hereunder.
E. Crediting and Adjustment of Account Balance. The amount of
any Incentive Award a Participant has elected to defer and has
elected to receive in shares of Stock shall be credited to his or
her Company Stock Subaccount by crediting a number of stock units
equal to such amount of the Incentive Award divided by the Fair
Market Value of a share of Stock on the date the Incentive Award
would otherwise have been paid in cash. The balance of the
amount of the deferred Incentive Award shall be credited to his
or her Cash Subaccount. A Participant's Account shall be
adjusted as follows:
1. As of the last day of each calendar quarter (each such date
referred to herein as an "Accounting Date"), the Participant's
Cash Subaccount shall be adjusted as follows:
(a) first, the amount of any distributions made since the last
preceding Accounting Date and attributable to the Cash
Subaccount shall be charged to the Cash Subaccount;
(b) next, the balance of the Cash Subaccount after adjustment
in accordance with subparagraph (a) above, shall be
credited with interest for the period since the last
preceding Accounting Date computed at the prime rate as
reported by The Wall Street Journal in effect at the end
of each calendar quarter during the deferral period ending
on the current Accounting Date, or if such date is
not a business day, for the next preceding business day,
except that, any credit which occurs after the Accounting
Date shall be credited with interest for only the period
following the credit.
2. The Participant's Company Stock Subaccount shall be adjusted
as follows:
(a) as of the date on which shares of Stock are distributed to
the Participant, the Company Stock Subaccount shall be
charged with an equal number of stock units; and
(b) as of the payment date for any dividend paid on Stock,
the Company Stock Subaccount shall be credited with that
number of additional stock units which is equal to the
number obtained by multiplying the number of stock units
credited to the Company Stock Subaccount on the dividend
record date by the amount of the cash dividend or the
fair market value (as determined by the Board of
Directors) of any dividend in kind payable on a share of
Stock and dividing that product by the then Fair Market
Value of a share of Stock.
In the event of any merger, consolidation,
reorganization, recapitalization,
liquidation, reclassification, divestiture
(including spinoff), stock split, reverse
stock split, combination of shares, rights
offering, exchange, or any other similar
change in the corporate structure or
capitalization of the Company affecting the
Stock, each Participant's Company Stock
Subaccount shall be equitably adjusted in
such manner as the Committee shall determine
in its sole judgment. In determining what
adjustment, if any, is appropriate the
Committee may rely on the advice of such
experts as it deems appropriate, including
counsel, investment bankers and the
accountants of the Company.
3. A Participant entitled to a Match Incentive Award under
Paragraph V(A)(2) will receive a credit to his or her Company
Stock Subaccount equal to such Match Incentive Award, but only if
actual receipt of the related Base Incentive Award is deferred
for a period of at least five years following the Award Year.
Such credit will be effective as of the date the related Base
Incentive Award is credited to the Participant's Company Stock
Subaccount and will be paid to the Participant in the manner and
at the time provided under Paragraph F below.
F. Payment of Account Balance. Except as otherwise provided in
Paragraphs II(D) or VI(D), and subject to Article VIII, the
Participant's Account shall be payable to the Participant, as
follows:
1. The cash portion of the Participant's payment shall be equal
to the balance of the Cash Subaccount.
2. The Stock portion of the Participant's payment shall be a
number of shares of Stock equal to the number of Stock units
then credited to the Participant's Company Stock Subaccount,
provided that the Fair Market Value of any fractional share
of Stock shall be paid to the Participant in cash.
G. Claim Procedure. For deferred Incentive Awards payable
under the Plan, the Compensation Committee shall establish a
claims procedure consistent with the requirements of ERISA.
H. Limitation on Actions. Unless ERISA specifically provides
otherwise, no civil action arising out of or relating to the
payment of Incentive Awards under this Plan may be commenced by a
Participant or beneficiary after three years from the occurrence
of the facts or circumstances that give rise to, or form the
basis for, such action.
VII. PAYMENT IN SHARES OF STOCK
A. Source of Shares of Stock. The shares of Stock which shall
be available for payment to Participants pursuant to the Plan
shall be treasury shares (including, in the discretion of the
Company, shares purchased in the open market).
B. Compliance with Applicable Laws. Notwithstanding any other
provision of the Plan, the Company shall have no obligation to
deliver any shares of Stock under the Plan unless such delivery
would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity, and,
in such event, payment shall be made in the form of cash. Prior
to the delivery of any shares of Stock under the Plan, the
Company may require, among other things, a written statement that
the recipient is acquiring the shares for investment and not for
the purpose of, or with the intention of, distributing the
shares. If the redistribution of shares of Stock is restricted
pursuant to this Paragraph B, the certificates representing such
shares may bear a legend referring to such restrictions.
C. No Shareholder Rights. The election to defer receipt of an
Incentive Award and to receive payment in the form of shares of
Stock does not entitle a Participant to any rights (including,
without limitation, voting, transfer and rights to distributions)
of an owner of shares of Stock which relate to the stock units
credited to the Participant's Company Stock Subaccount.
VIII.WITHHOLDING TAXES
Notwithstanding any of the foregoing provisions hereof, an
Employer shall withhold from any payment to be made
hereunder such amounts as it reasonably determines it may be
required to withhold under any applicable federal, state or
other law, and transmit such withheld amounts to the
appropriate authorities. If cash payments under this Plan
are not available to meet the withholding requirement, the
Participant shall make available sufficient funds to meet
the requirements of such withholding, and the Employer shall
be entitled and authorized to take such steps as it may deem
advisable, including but not limited to, withholding out of
any funds or property due or to become due to the
Participant, in order to have such funds made available to
the Employer.
IX. SPECIAL RULES FOR COVERED AWARDS
Notwithstanding any other provision of this Plan to the
contrary, the following provisions shall control with
respect to any Covered Award:
A. Preestablished Incentive Opportunity and Performance
Objectives. The Selected Performance Factors, Selected
Performance Objectives, Incentive Opportunity, and the Threshold
Limit under Paragraph V(D) upon which a Covered Award is based or
subject shall be established by the Compensation Administration
Committee in writing not later than 90 days after the
commencement of the Award Year (or period of service as the case
may be), provided that the outcome is substantially uncertain at
the time the Compensation Administration Committee actually
establishes such factors and the objectives upon which they are
based (or at such earlier time as may be required or such later
time as may be permissible under Section 162(m) of the Code).
The Compensation Administration Committee shall not make Covered
Awards based on Selected Performance Objectives not specifically
provided under this Plan if it determines that use of such
Performance Objectives would cause a Covered Award to not be
deductible under Code Section 162(m).
B. Certification of Performance Objectives. The Compensation
Administration Committee shall determine and certify in writing
prior to the payment or deferral of a Covered Award whether and
to what extent the Selected Performance Objectives referred to in
Paragraph A have been satisfied.
C. Discretionary Reduction of Covered Award. Notwithstanding
the foregoing, the Compensation Administration Committee may, in
its sole discretion, reduce a Covered Award otherwise determined
pursuant to the Plan.
D. Limited Adjustments of Selected Performance Objectives. In
the event of (a) any merger, consolidation, reorganization,
recapitalization, liquidation, reclassification, stock dividend,
stock split, reverse stock split, combination of shares, rights
offering, extraordinary dividend or divestiture (including a spin-
off), exchange, or any other similar change in the corporate
structure or capitalization of the Company affecting the Stock,
or (b) any purchase, acquisition, sale or disposition of a
significant amount of assets or a significant business, in each
case with respect to the Company or any other entity whose
performance is relevant to the achievement of any Selected
Performance Objective included in a Covered Award, the
Compensation Administration Committee (or, if the Company is not
the surviving corporation in any such transaction, a committee of
the board of directors of the surviving corporation consisting
solely of two or more "outside directors" within the meaning of
Section 162(m)(4)(C)(i) of the Code) may, without the consent of
any affected Participant, amend or modify the terms of any
outstanding Award that includes any Selected Performance
Objectives based in whole or in part on the financial performance
of the Company (or any Subsidiary or division thereof) or such
other entity so as equitably to reflect such event, such that the
criteria for evaluating such financial performance of the Company
or such other entity (and the achievement of the corresponding
Selected Performance Objectives) will be substantially the same
(as determined by the Compensation Administration Committee or
such committee of the board of directors of the surviving
corporation) following such event as prior to such event;
provided, however, that any such change to any outstanding
Covered Award pursuant to this Paragraph D must be made in such a
manner that it is independently determinable by a hypothetical
third party having knowledge of the relevant facts, and the
Compensation Administration Committee shall take no action
pursuant to this Paragraph D which would constitute an
impermissible exercise of discretion within the meaning of
Section 162(m) of the Code, or would otherwise cause the Covered
Award to not be deductible under Section 162(m) of the Code.
E. Changes Affecting Timing. No change shall be made to
accelerate the payment of a Covered Award unless the amount of
the Covered Award is discounted to reasonably reflect the time
value of money. Further, no change shall be made to defer the
payment of a Covered Award unless an increase in the amount paid
with respect to such award is based on a reasonable rate of
interest or on the actual returns on one or more predetermined
actual investments (whether or not assets associated with the
amount originally owed are actually invested therein).
F. Maximum Amount. The maximum amount of any Covered Award,
including the Match Incentive Award under Paragraph (V)(A)(2),
payable to any Covered Employee with respect to an Award Year
determined as of the time the Covered Award is paid or would have
been paid absent an election to defer receipt, shall not exceed
$3,000,000.
Exhibit 10.34
-------------
Summary Description of Compensation and Benefits for Directors
1. Cash Compensation of UAL Non-employee Directors. Non-
employee directors receive an $18,000 annual retainer, $900 per
meeting attended, and $2,700 per year for chairing certain
Board committees. Cash compensation may also be taken in
stock, and all cash and compensation may be deferred for tax
purposes (see item 4 below).
2. Flight Benefits for Directors. Generally, directors, their
spouses and their dependent children are entitled to
complimentary positive space travel on United Airlines for
pleasure or UAL business travel, and will be reimbursed
annually for the income tax liability incurred in using this
privilege.
3. Complimentary Cargo Carriage Policy for Directors. Directors
receive complimentary cargo carriage (excludes ground
transportation) for personal goods on United Airlines, for up
to 2,500 pounds per year, and are reimbursed for the related
income tax liability.
4. Stock-Based Compensation of UAL Non-employee Directors. Non-
employee directors receive 400 shares of UAL common stock on
the first business day of January each year, which they are
asked to hold while they serve on the Board. Additionally, non-
employee directors will be allocated 189 Deferred Stock Units
on December 31 of each year. These shares are issued under the
UAL Corporation 1995 Directors Plan. This Plan also permits
director cash compensation to be taken in stock, as well as the
deferral of receipt of cash or stock compensation for tax
purposes.
5. Directors' and Officers' Liability Insurance and
Indemnification. The Company has a policy which provides
liability insurance for directors and officers of UAL and its
subsidiaries.
6. Director Emeritus Travel Policy. A Director who retires from
the Board with at least five years of company creditable service
will receive free travel and cargo benefits for life, subject to
certain exceptions.
Exhibit 10.44
-------------
United Air Lines, Inc.
6-1162-PJG-064 Page 1
The Boeing Company
P.O. Box 3707
Seattle. WA 98124-2207
6-1162-PJG-064
United Air Lines Inc.
P.O. Box 66100
Chicago, Illinois 60666
Subject: Letter Agreement No. 6-1162- PJG-064 to Purchase
Agreement No. 1663 - Pratt and Whitney Engine Model
PW4074 Surge Mapping
Reference is made to Purchase Agreement No. 1663 dated December
18, 1990, between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) relating to the sale by Boeing and the
purchase by Buyer of Model 777-222 aircraft (the Purchase
Agreement).
All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.
Boeing and Pratt and Whitney have a requirement to use one ( 1 )
Aircraft, Manufacturer's Serial Number 30216, Registration Number
N210UA, Block Number WA261, scheduled for delivery during
January, 2000 (the Test Aircraft), for testing to investigate
PW4084 bill of materials engine surge characteristics. One
PW4074 engine, Serial Number 777096, will be temporarily
installed at Position 2 during the Program. The engine will be
replaced with a new engine Serial Number 777101 prior to
delivery. Buyer will permit Boeing to use such Test Aircraft
subject to the following terms and conditions.
1. Statement of Work.
-----------------
The work to be performed in the Program is set forth in
Attachment A to this Letter Agreement (the Statement of Work).
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Schedule.
--------
Boeing's Planning Schedule for the Program is set forth in
Attachment B to this Letter Agreement. The Planning Schedule
specifies the Flight Test portion of the Program will
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
United Airlines Inc.
6-1162-PJG-064 Page 2
3. Price and Payment.
-----------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Additional Conditions.
---------------------
A. On conclusion of the Flight Test and prior to delivery of
the Aircraft to Buyer, Boeing shall:
(1) Remove the Pratt & Whitney Model PW4074 engine,
Manufacturer Serial Number 777096 from Position 2, and
install new Pratt & Whitney Model PW4077 Engine,
Manufacturer Serial Number 777101 at Position 2. In
the event Boeing is required to install PW4077 engines
on the Test Aircraft other than those as designated
herein, Boeing will notify Buyer as to the
manufacturer's serial number of each such engine.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
B. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
C. The warranties provided by Boeing in Part A of Exhibit B to
the Purchase Agreement and the Performance Guarantees set forth
in Letter Agreement No. 6-1162-DLJ-846 to the Purchase Agreement
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
D. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
E. [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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.
United Air Lines Inc.
6-1162-PJG-064 Page 3
Very truly yours,
ACCEPTED AND AGREED TO:
Date: 12/8/99
--------------------
THE BOEING COMPANY UNITED AIR LINES, INC.
By /s/ Peter Garland By /s/ Frederic Brace
----------------- ------------------
Its Attorney-ln-Fact Its Senior V.P. - Finance
Attachment A to
6-1162-PJG-064 Page 1
STATEMENT OF WORK
- -----------------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment B to
6-1162-PJG-064 Page 1
SCHEDULE
- --------
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Exhibit 12
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Earnings: (In Millions)
<S> <C> <C> <C> <C> <C>
Earnings before income taxes
and extraordinary item $1,942 $1,256 $1,524 $ 970 $ 621
Undistributed earnings
of affiliate (20) (62) (16) (49) (38)
Fixed charges, from below 993 986 991 1,112 1,239
Interest capitalized (75) (105) (104) (77) (42)
----- ----- ----- ----- -----
Earnings $2,840 $2,075 $2,395 $1,956 $1,780
===== ===== ===== ===== =====
Fixed charges:
Interest expense $ 362 $ 355 $ 286 $ 295 $ 399
Portion of rental expense
representative of the
interest factor 631 631 705 817 840
----- ----- ----- ----- -----
Fixed charges $ 993 $ 986 $ 991 $1,112 $1,239
===== ===== ===== ===== =====
Ratio of earnings to
fixed charges 2.86 2.10 2.42 1.76 1.44
===== ===== ===== ===== =====
</TABLE>
Exhibit 12.1
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Earnings: (In Millions)
<S> <C> <C> <C> <C> <C>
Earnings before income taxes
and extraordinary item $1,942 $1,256 $1,524 $ 970 $ 621
Undistributed earnings
of affiliate (20) (62) (16) (49) (38)
Fixed charges and preferred
stock dividend requirements,
from below 1,195 1,150 1,116 1,209 1,326
Interest capitalized (75) (105) (104) (77) (42)
----- ----- ----- ----- -----
Earnings $3,042 $2,239 $2,520 $2,053 $1,867
===== ===== ===== ===== =====
Fixed charges:
Interest expense $ 362 $ 355 $ 286 $ 295 $ 399
Preferred stock dividend
requirements 202 164 125 97 87
Portion of rental expense
representative of the
interest factor 631 631 705 817 840
----- ----- ----- ----- -----
Fixed charges $1,195 $1,150 $1,116 $1,209 $1,326
===== ===== ===== ===== =====
Ratio of earnings to
fixed charges 2.55 1.95 2.26 1.70 1.41
===== ===== ===== ===== =====
</TABLE>
Exhibit 21
----------
UAL Corporation Subsidiaries
----------------------------
Place of
Subsidiary Incorporation Business Name
- ---------- ------------- -------------
Air Wis Services, Inc. Wisconsin Air Wis Services, Inc.
Four Star Insurance Bermuda Four Star Insurance
Company, Ltd. Company, Ltd.
Four Star Leasing, Inc. Delaware Four Star Leasing, Inc.
UAL Benefits Management, Delaware UAL Benefits Management,
Inc. Inc.
United Air Lines, Inc. Delaware United Air Lines, Inc.
Exhibit 23
----------
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report included in the UAL Corporation Form
10-K for the year ended December 31, 1999, into the company's
previously filed Post-Effective Amendment No. 1 to Form S-8 (File
No. 2-67368) and Post-Effective Amendment No. 2 to Form S-8 (File
No. 33-37613) for the Employees' Stock Purchase Plan of UAL
Corporation; Post-Effective Amendment No. 1 to Form S-8 (File No.
33-38613) and Form S-8 (File No. 333-63185) for the United Air
Lines, Inc. Management and Salaried Employees' 401(k) Retirement
Savings Plan; Post-Effective Amendment No. 1 to Form S-8 (File
No. 33-44552), Form S-8 (File No. 33-57331), Form S-8 (File No.
333-03041) and Form S-8 (File No. 333-63181) for the United Air
Lines, Inc. Ground Employees' 401(k) Retirement Savings Plan;
Post-Effective Amendment No. 1 to Form S-8 (File No. 33-44553),
Form S-8 (File No. 33-62749), Form S-8 (File No. 333-52249) and
Form S-8 (File No. 333-63179) for the United Air Lines, Inc.
Flight Attendant Employees' 401(k) Retirement Savings Plan; Post-
Effective Amendment No. 1 to Form S-8 (File No. 33-59950) and
Form S-8 (File No. 333-03039) for the United Air Lines, Inc.
Pilots' Directed Account Retirement Income Plan; Post-Effective
Amendment No. 2 to Form S-8 (File No. 33-41968), Form S-8 (File
No. 33-10206), Form S-8 (File No. 33-61007), Form S-8 (File No.
333-03043) for the UAL Corporation 1981 Incentive Stock Plan; and
Form S-8 and Post-Effective Amendment No. 1 to Form S-8 (File No.
33-60675) for Directors Fees Taken in Stock Under UAL Corporation
1995 Directors Plan; Form S-3 (File No. 33-57192), as amended,
and Form S-3 .
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Chicago, Illinois
March 13, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND STATEMENT OF
CONSOLIDATED FINANCIAL POSITION AS OF DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<PERIOD-TYPE> 12-MOS
<CASH> 310
<SECURITIES> 379
<RECEIVABLES> 1,284
<ALLOWANCES> 13
<INVENTORY> 340
<CURRENT-ASSETS> 2,935
<PP&E> 20,717
<DEPRECIATION> 5,852
<TOTAL-ASSETS> 20,963
<CURRENT-LIABILITIES> 5,411
<BONDS> 4,987
100
0
<COMMON> 1
<OTHER-SE> 5,050
<TOTAL-LIABILITY-AND-EQUITY> 20,963
<SALES> 0
<TOTAL-REVENUES> 18,027
<CGS> 0
<TOTAL-COSTS> 16,636
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 362
<INCOME-PRETAX> 1,942
<INCOME-TAX> 699
<INCOME-CONTINUING> 1,238
<DISCONTINUED> 0
<EXTRAORDINARY> 3
<CHANGES> 0
<NET-INCOME> 1,235
<EPS-BASIC> 21.20
<EPS-DILUTED> 9.94
</TABLE>
EXHIBIT 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Employees' Stock Purchase Plan of UAL Corporation
(Full title of the Plan)
UAL Corporation
(Employer sponsoring the Plan, issuer of the
participations in the Plan and issuer of
the shares held pursuant to the Plan)
1200 Algonquin Road, Elk Grove Township, Illinois
Mailing Address:
UAL Corporation, P.O. Box 66919, Chicago, Illinois 60666
(Address of principal executive offices)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To UAL Corporation:
We have audited the accompanying statements of financial position
of the Employees' Stock Purchase Plan of UAL Corporation (the
"Plan") as of December 31, 1999 and 1998 and the related statements
of changes in participants' equity for each of the three years in
the period ended December 31, 1999. These financial statements are
the responsibility of the Plan's administrator. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by the Plan's administrator, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Plan as of December 31, 1999 and 1998 and the changes in its
participants' equity for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 13, 2000
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the sponsor and issuer of the participants of the Plan, UAL
Corporation has duly caused this Annual Report to be signed on its
behalf by the undersigned thereunto duly authorized.
UAL Corporation
Administrator
Dated March 13, 2000 By /s/ Douglas A. Hacker
Douglas A. Hacker
Executive Vice President
and Chief Financial Officer
<TABLE>
<CAPTION>
EMPLOYEES' STOCK PURCHASE PLAN
OF UAL CORPORATION
STATEMENTS OF FINANCIAL POSITION
(In Thousands, Except Number of Shares)
December 31
1999 1998
---- ----
ASSETS
- ------
<S> <C> <C>
Participants' payroll deductions
receivable from UAL Corporation $ 145 $ 369
Investment in common stock of
UAL Corporation, at quoted market
value (1999 - 549,617 shares, cost
$24,350; 1998 - 528,112 shares, cost
$21,208). 42,630 31,522
------ ------
$ 42,775 $ 31,891
====== ======
LIABILITIES AND PARTICIPANTS' EQUITY
Payable to terminating and partially
withdrawing participants, at
quoted market value (1999 - 0 shares
1998 - 6,172 shares, cost $ 368). $ - $ 368
Participants' equity 42,775 31,523
------ ------
$ 42,775 $ 31,891
====== ======
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
<TABLE>
<CAPTION>
EMPLOYEES' STOCK PURCHASE PLAN
OF UAL CORPORATION
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
(In Thousands)
Year Ended December 31
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $ 31,523 $ 47,563 $ 32,247
Increase (decrease) during year:
Participants' payroll deductions 5,660 5,810 5,576
Realized gain on stock distributed
to participants 1,749 150 3,682
Unrealized appreciation
(depreciation) in value
of investment 7,966 (19,298) 11,501
Stock and cash for fractional
shares distributed or amounts
payable to participants, at
market value (4,123) (2,702) (5,443)
------ ------ ------
11,252 (16,040) 15,316
------ ------ ------
Balance at end of year $42,775 $31,523 $47,563
====== ====== ======
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
EMPLOYEES' STOCK PURCHASE PLAN
OF UAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1) The Plan
The Employees' Stock Purchase Plan of UAL Corporation (the
"Plan") is sponsored by UAL Corporation ("UAL"). UAL offers
participation in the Plan to eligible employees of UAL and its
subsidiaries.
(2) Purchase and Distribution of Stock
Purchases are made by the Plan monthly, and the shares
purchased are credited to the accounts of each participant on the
basis of the ratio of the participant's contribution to total
participants' contributions for the month. The cost of common
stock purchased for the Plan includes all brokerage charges
involved in the purchase.
When shares of stock are distributed to the individual
participants pursuant to the terms of the Plan, the market value of
such shares is removed from the investment account of the Plan.
Terminating participants receive a certificate for the full
number of shares, plus cash for the fractional shares, held for
their accounts. Partially withdrawing participants receive
certificates for the full number of shares withdrawn. There are no
forfeiture provisions under the Plan with respect to participants'
contributions.
(3) Investment in Common Stock of UAL
The investment in common stock of UAL is valued at the year-
end published market prices as reported by the New York Stock
Exchange.
(4) Realized Gain on Stock Distributed to Participants
Gains on stock distributed to participants are realized to the
extent of the difference between the weighted average cost of
shares distributed and the market value at the date of
distribution.
(5) Unrealized Appreciation (Depreciation) in Value of Investment
The unrealized appreciation (depreciation) in the value of
investment is the change from the prior year-end to the current
year-end in the difference between the market value and the cost of
the investment.
The following is a summary of unrealized appreciation
(depreciation):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Balance at beginning of year $ 10,314 $ 29,612 $ 18,111
Increase (decrease) during year 7,966 (19,298) 11,501
------ ------ ------
Balance at end of year $ 18,280 $ 10,314 $ 29,612
====== ====== ======
</TABLE>
(6) Administrative Expenses of the Plan
All administrative expenses of the Plan are paid by UAL.
(7) Federal Income Tax
Under existing federal income tax laws, the Plan is not
subject to federal income tax. Any dividend income is taxable to
the participants upon distribution and receipt. When any shares of
stock or rights acquired under the Plan are sold by or for a
participant, any gain or loss must be recognized by that
participant.
