SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1994 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 33-21220
UNITED AIR LINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2675206
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Location: 1200 Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66100, Chicago, Illinois 60666
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 952-4000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Series A Debentures due 2004 New York Stock Exchange
Series B Debentures due 2014 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
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
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 number of shares of common stock outstanding as of March 1, 1995
was 200. The Registrant is a wholly-owned subsidiary of UAL
Corporation, and there is no market for the Registrant's common
stock.
The Registrant meets the conditions set forth in General Instructions
J(1)(a) and J(1)(b) of Form 10-K and is omitting herein information
in response to Items 4, 10, 11, 12 and 13.
PART I
ITEM 1. BUSINESS.
Introduction
United Air Lines, Inc. ("United" 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 Algonquin Road, Elk Grove Township, Illinois 60007. The
Company's mailing address is P.O. Box 66100, Chicago, Illinois
60666. The telephone number for the Company is (708) 952-4000.
United is the principal subsidiary of UAL Corporation, a
Delaware corporation ("UAL"), and is wholly-owned by UAL. United
accounted for virtually all of UAL's revenues and expenses in
1994. United is a major commercial air transportation company.
Employee Investment Transaction and Recapitalization
On July 12, 1994, the stockholders of UAL approved and
adopted the Amended and Restated Agreement and Plan of
Recapitalization, dated as of March 25, 1994, among UAL, the Air
Line Pilots Association, International and the International
Association of Machinists and Aerospace Workers (the
"Recapitalization"), that provides 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 will be allocated to individual
employee accounts through the year 2000 under Employee Stock
Ownership Plans ("ESOPs") which were created as a part of the
Recapitalization. The entire 55% ESOP voting interest generally
will be voted by the ESOP trustee at the direction of, and on
behalf of, the employees participating in the ESOPs. In
connection with the Recapitalization, holders of UAL's old common
stock received approximately $2.1 billion in cash and the
remaining 45% of the equity in the form of Common Stock. Each
share of old common stock was converted into one-half share of
Common Stock and cash in lieu of fractional shares plus a cash
payment of $84.81. In connection with the Recapitalization,
United issued $370 million of 10.67% debentures due in 2004 and
$371 million of 11.21% debentures due 2014 and UAL issued Series
B 12-1/4% preferred stock with an aggregate liquidation
preference of $410 million. In addition, in connection with the
consummation of the plan of Recapitalization, the Rights
Agreement was amended to provide, among other things, for one
right to purchase shares of UAL's Series C Junior Participating
Preferred Stock to be attached to and issued with each share of
Common Stock, including shares of Common Stock into which the
preferred stock held in the ESOPs is convertible.
Airline Operations
United has been engaged in the air transportation of per-
sons, property and mail since 1934, and certain of its
predecessors began operations as early as 1926. United is the
world's largest employee-owned airline and one of the world's
largest airlines as measured by operating revenues, revenue
passengers and revenue passenger miles flown. At the end of
1994, United served 152 airports in the United States and 29
foreign countries. During 1994, United averaged 2,004 departures
daily, flew a total of 108 billion revenue passenger miles, and
carried an average of 203,400 passengers per day.
United provides its domestic and international service
principally through a system of hub airports at major cities.
Each hub provides United flights to a network of spoke
destinations as well as flights to the other United hubs. This
arrangement permits travelers to fly from point of origin to more
destinations without changing carriers. Currently, United flies
from four U.S. hubs - Chicago-O'Hare International, Denver
International, San Francisco International, and Dulles
International near Washington, D.C. - and is the principal
carrier at each of these hubs. United also has a Pacific hub
operation at Tokyo Narita Airport. During the last several
years, United has strengthened the revenue-generating capability
of the hub airports by: (1) adding new spokes (routes to new
cities and airports); (2) adding frequency on previously operated
route segments; and (3) entering into marketing agreements with
smaller U.S. air carriers which serve less populated destinations
and with foreign carriers which serve destinations that United
could not serve itself for economic or regulatory reasons.
United has developed a route system covering North America,
Asia, the South Pacific, Europe and Latin America.
Within North America, East-West traffic is served by nonstop
transcontinental flights and by the hubs at Chicago O'Hare and
Denver, while North-South traffic on the West Coast is served by
the San Francisco hub.
In October 1994, United launched a new service designed to
be cost competitive on routes under 750 miles. Named "Shuttle by
United", this service achieves lower costs through special work
rules and wage rates for pilots, high station and aircraft
utilization and minimal service amenities. As of February 1995,
Shuttle by United was operating daily 342 flights on 15 routes
between 10 West Coast cities and, as of April 1995, expects to be
operating 378 flights on 16 routes between 11 cities.
United has a marketing program in North America with
selected independent regional air carriers, known as the United
Express program, which allows United to increase the number of
destinations served by its hub-and-spoke network. Six regional
carriers currently participate in the United Express marketing
program providing connecting schedules to ten major cities also
served by United.
United also has marketing agreements that provide for
sharing of the "UA" code on certain routes with three other
independent domestic air carriers. Code-sharing allows an
airline to expand the marketing of its service brand by using its
two-letter designator code in computer reservations systems on a
connecting flight operated by another airline on the itinerary.
Also, North American traffic is served by code-sharing agreements
United has with two independent Caribbean air carriers.
Asian traffic is served from six U.S. cities via the Tokyo
hub and with nonstop flights from San Francisco to Hong Kong,
Osaka, Seoul and Taipei; from Honolulu to Osaka; and from Los
Angeles to Hong Kong and Osaka. South Pacific traffic to Sydney
is served from Los Angeles and San Francisco, while traffic to
Auckland and Melbourne is served from Los Angeles. In December
1994, service began from Guam and Saipan to Osaka and from Guam
to Saipan, further strengthening United's presence at Osaka's new
Kansai International Airport which opened September 4, 1994. In
addition, United plans to initiate service between the U.S. and
Ho Chi Minh City via an intermediate point as soon as government
approvals are received. United also has code-sharing agreements
with two independent South Pacific air carriers. Based on
reports filed with the Department of Transportation, United was
the leading U.S. carrier in the Pacific in 1994 in terms of
revenue passenger miles and available seat miles. During 1994,
United's Pacific Division accounted for 22% of United's revenues.
Service between the U.S. and Europe is provided by: flights
from six U.S. cities (five after Seattle service is discontinued
in April 1995) to London, with connecting service at
London to Amsterdam and Brussels; flights from four U.S. cities
to Paris; nonstop service from Dulles to Amsterdam, Brussels,
Frankfurt, Madrid, Milan/Rome and Zurich; and nonstop service
from Chicago to Frankfurt. European traffic is also served by
United's code-sharing agreements with three independent air
carriers, including Germany's flag carrier, Lufthansa.
United's comprehensive marketing agreement with Lufthansa
began during 1994. This worldwide alliance involves, among other
things, coordination of scheduling, ground handling, frequent
flyer programs and other passenger services, and allows, among
other things, code-sharing between the two airlines on
Transatlantic route segments, and permits United to code-share on
Lufthansa flights in certain markets beyond Lufthansa's European
gateways. Similarly, the agreement permits Lufthansa to code-
share on United flights to certain cities in the U.S. As of
February 1995, the list of markets includes 43 city pairs in
which United places its code on flight segments operated by
Lufthansa and Lufthansa places its code on 30 flight segments
operated by United. Code-share segments include North America,
Europe, Africa and the Middle East.
Service between the U.S. and Latin America is provided by
flights to eleven Latin American cities in nine countries from a
number of cities in the U.S. Eight Latin American cities are
served nonstop from Miami, two nonstop from Los Angeles, and
three from New York-Kennedy. In addition, United expects to
commence daily nonstop service in the summer of 1995 to Belo
Horizonte, Brazil from Miami. United has code-sharing agreements
with two independent air carriers in this region.
Operating revenues attributed to United's foreign operations
were approximately $4.9 billion in 1994, $4.5 billion in 1993 and
$3.9 billion in 1992.
Selected Operating Statistics
<TABLE>
The following table sets forth certain selected operating
data for United:
<CAPTION>
Year Ended December 31
<S> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990
Revenue Aircraft Miles
(millions)(a) 776 756 695 635 597
Revenue Aircraft
Departures 731,284 746,665 721,504 691,402 654,555
Available Seat Miles
(millions)(b) 152,193 150,728 137,491 124,100 114,995
Revenue Passenger Miles
(millions)(c) 108,299 101,258 92,690 82,290 76,137
Revenue Passengers
(thousands) 74,241 69,814 66,692 62,003 57,598
Average Passenger Journey
(miles) 1,459 1,450 1,390 1,327 1,322
Average Flight Length
(miles) 1,062 1,013 964 918 912
Passenger Load Factor(d) 71.2% 67.2% 67.4% 66.3% 66.2%
Break-even Load Factor(e) 68.2% 65.5% 70.6% 69.7% 66.5%
Average Yield Per Revenue
Passenger Mile
(in cents)(f) 11.3 11.6 11.3 11.5 11.8
Cost Per Available Seat
Mile (in cents)(g) 8.8 8.5 8.9 9.0 9.0
Average Fare Per Revenue
Passenger $165.61 $169.00 $157.17 $153.17 $156.12
Average Daily Utilization
of each Aircraft
(hours:minutes)(h) 8:28 8:30 8:19 8:13 8:14
</TABLE>
(a) "Revenue aircraft miles" means the number of miles flown in
revenue producing service.
(b) "Available seat miles" represents the number of seats
available for passengers multiplied by the number of miles those
seats are flown.
(c) "Revenue passenger miles" represents the number of miles
flown by revenue passengers.
(d) "Passenger load factor" represents revenue passenger miles
divided by available seat miles.
(e) "Break-even load factor" represents the number of revenue
passenger miles at which operating earnings would have been zero
(based on the actual average yield) divided by available seat
miles.
(f) "Average yield per revenue passenger mile" represents the
average revenue received for each mile a revenue passenger is
carried.
(g) "Cost per available seat mile" represents operating expenses
divided by available seat miles.
(h) "Average daily utilization of each aircraft" means the
average air hours flown in service per day per aircraft for the
total fleet of aircraft.
Industry Conditions
Seasonal and Other Factors. United's results of operations
for interim periods are not necessarily indicative of those for
an entire year, since the 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, particularly at its O'Hare and
Denver hubs, are often affected adversely by winter weather. In
the past, these fluctuations have generally resulted in better
operating results for United in the second and third quarters.
See Item 8, "Financial Statements and Supplementary Data," for
summarized unaudited financial data for the four quarters of 1994
and 1993.
The results of operations in the air travel business have
also fluctuated significantly in the past in response to general
economic conditions. In addition, the airline business is
characterized by a high degree of operating leverage. As a
result, the economic environment and small fluctuations in
United's yield per revenue passenger mile and cost per available
seat mile can have a significant impact on operating results.
The Company anticipates that seasonal factors and general
economic conditions, in addition to industrywide fare levels,
labor and fuel costs, the competition from other airlines,
international government policies, and other factors, will
continue to impact United's operations.
Competition and Fares. The airline industry is highly
competitive. In domestic markets, new and existing carriers are
free to initiate service on any route. United faces competition
from other carriers on virtually every route it serves. In
United's domestic markets, these competitors include all of the
other major U.S. airlines as well as smaller carriers.
United's marketing strategy is driven by four principal
competitive factors: schedule convenience, overall customer
service, frequent flyer programs and price. United seeks to
attract travelers through convenient scheduling, high quality
service, frequent flyer programs designed to reward customer
loyalty, and competitive pricing.
During the past few years, certain domestic carriers
reorganized their operating cost structures. These carriers,
together with more recent entrants to the airline business, and a
select number of established domestic carriers, have had cost
structures which were significantly lower than United's, and
therefore may have been able to operate profitably at lower fare
levels. Furthermore, certain carriers in the short haul domestic
markets have been able to compete against major air carriers,
including United, by operating without as great a reliance upon a
hub-and-spoke system. These airlines operate efficiently through
strategies such as rapid turnaround of flights on a point-to-
point basis. United's response to these competitive pressures
has been the consummation of the employee investment transaction
which allowed United to lower its labor costs and to introduce
the Shuttle by United, a low cost point-to-point service
operating in the West Coast.
From time to time, excess aircraft capacity and other
factors such as the cash needs of financially distressed carriers
induce airlines to engage in "fare wars." Such factors can have
a material adverse impact on the Company's revenues. The Company
maintains yield and inventory management programs designed to
manage the number of seats offered in various fare categories in
order to enhance the effectiveness of fare promotions and
maximize revenue production on each flight.
In its international markets, United competes with major
U.S. carriers as well as investor-owned, government-subsidized
and national flag carriers of foreign countries. Competition in
certain international markets is subject to varying degrees of
governmental regulation (see "Government Regulation"), and in
certain instances United's foreign competitors enjoy subsidies
and other forms of governmental support which are not available
to U.S. carriers.
United and other U.S. carriers have certain advantages over
foreign air carriers in their ability to generate U.S.-origin-
destination traffic from their integrated domestic route systems.
In addition, foreign carriers are prohibited by law from carrying
local passengers between two points in the United States.
However, the U.S. carriers are in many cases constrained
from carrying passengers to points beyond designated gateway
cities in foreign countries due to limitations in the bilateral
air service agreements with such countries or restrictions
imposed unilaterally by the foreign governments. To the extent
that foreign competitors can offer more connecting services to
points beyond these gateway cities, they have an advantage in
attracting traffic moving between these foreign points and in
attracting traffic moving between such cities and points in the
United States. Also, several foreign air carriers have sought
and obtained access to the U.S. domestic market through
substantial equity investments and code sharing arrangements with
U.S. airlines. The comprehensive marketing agreement with
Lufthansa has enhanced the Company's competitive position in
international markets.
To improve profitability, in late 1994 United announced
discontinuation of all service to 15 destinations. This included
three European, seven domestic and five Latin America
destinations.
No material part of the business of United and its
subsidiaries is dependent upon a single customer or very few
customers. Consequently, the loss of the few largest customers
of United would not have a material adverse effect on the
Company.
Airport Access. United's operations at its principal
domestic hub, Chicago-O'Hare International Airport ("O'Hare"), as
well as at three other airports, Kennedy, New York LaGuardia
("LaGuardia"), and Washington National ("National"), are limited
by the "high density traffic airports rule" administered by the
Federal Aviation Administration ("FAA"). Under this rule, take-
off and landing rights ("slots") required for the conduct of
domestic flight operations may be bought, sold or traded. As of
December 31, 1994, United held 754 domestic air carrier slots at
O'Hare, 34 at National, 62 at LaGuardia and 11 at Kennedy. In
addition, Air Wisconsin, Inc., an indirect wholly-owned
subsidiary of UAL, held or owned the beneficial interest in 38
air carrier slots and 118 commuter slots at O'Hare which are
either operated by United or leased to United Express carriers
serving O'Hare. Under the high density rule carriers are
required to relinquish slots to the FAA for reallocation if they
fail to meet certain minimum use standards.
Slots for international services at O'Hare are allocated by
the FAA seasonally to both U.S. and foreign carriers based upon
the carriers' historic operations and requests for additional
capacity. The FAA holds a certain number of slots in reserve for
this purpose. Slots over that number are provided through the
withdrawal of domestic slots from carriers at O'Hare and the
reallocation of those slots for international operations of
requesting carriers. The FAA prohibits domestic carriers with
more than 100 slots from using another carrier's slots for its
own international operations. United has lost as many as 33
daily slots - that is, slots that were being used by United three
days or more per week - during a single operating season.
Congress capped for fiscal year 1995 the number of slots
that could be withdrawn from U.S. carriers for allocation to
international operations. United currently has a sufficient
number and distribution of slots it holds at airports subject to
the high density rule to support its current operations. There
can be no assurance, however, that additional slots sufficient to
accommodate otherwise desirable service expansions will be
available to United on satisfactory terms in the future. The FAA
is preparing a comprehensive review of its slot rules, and
rulemaking proceedings proposing changes to the rules are
expected to follow. If an alternative to the current system were
to be adopted, no assurance can be given that such alternative
would preserve United's investment in slots already acquired or
that slots adequate for future operations would be available.
United currently has a sufficient number of leased gates and
other airport facilities at the cities it serves to meet its
current and near term needs. From time to time, expansion by
United at certain airports may be constrained by insufficient
availability of gates on attractive terms. United's ability to
expand its international operations in Asia, the South Pacific,
Europe and Latin America is subject to restrictions at many of
the airports in these regions, including noise curfews, slot
controls and absence of adequate airport facilities.
Mileage Plus Program. United operates a frequent flyer
marketing program known as "Mileage Plus" wherein credits are
earned by flying on United or using the services of one of the
other airlines, credit card companies, car rental agencies and
hotels (the "Partners") participating in the Mileage Plus
program. Mileage Plus, Inc., a wholly-owned subsidiary of UAL,
administers frequent flyer bonus programs for United.
The program is designed to enable United to retain and increase
the business of frequent travelers. Credits earned under the
program may be exchanged at certain plateaus for free travel or
service upgrades on United or for use with one or more of the
Partners.
In November 1994, United implemented a new marketing
program, "Mileage Plus Reward Miles", that can be used by
companies as incentives for their employees or customers. Reward
Miles certificates can be purchased in three denominations: 60
certificates good for 500 miles each for $600; 30 certificates
good for 1,000 miles each for $600; and 15 certificates good for
5,000 miles each for $1,500, subject to a minimum purchase
requirement and processing fee. Recipients of Reward Miles can
generally have the certificates credited to their Mileage Plus
personal accounts.
When an award level is attained, a liability is recorded for
the incremental costs of accrued credits under the Mileage Plus
program based on the expected redemptions. United's incremental
costs include the costs of providing service for an otherwise
vacant seat including fuel, meals, certain incremental personnel
and ticketing costs. The incremental costs do not include any
contribution to overhead or profit. Awards earned after July
1989 have an expiration date three years from date earned. The
program also contains certain restrictive provisions, including
blackout dates and capacity controlled bookings, which
substantially limit the use of the awards on certain flights.
Effective February 10, 1995, United increased the mileage
levels for Mileage Plus domestic award travel on a prospective
basis requiring 25,000 miles, instead of the previous level,
20,000 miles, for award tickets issued for economy class travel
within the continental United States. In addition, United made
certain other mileage award level changes as well as a change to
a bank-account type of system to track mileage.
Lawsuits challenging these changes are pending in Illinois.
United believes that it has the right to make the aforementioned
changes to its program and is defending itself vigorously in the
pending litigation. However, an adverse court decision could
restrict United's ability to alter award levels now or in the
future.
At December 31, 1994 and 1993, it was estimated that the
total number of outstanding awards was approximately 7.8 million
and 7.7 million, respectively. United estimated that 5.8 million
and 5.8 million, respectively, of such awards could be expected
to be redeemed and, accordingly, had recorded a liability
amounting to $195 million and $205 million, respectively, at
December 31, 1994 and 1993. The difference between the awards
expected to be redeemed and the total awards outstanding is the
estimate, based on historical data, of awards (1) which will
never be redeemed, (2) which will be redeemed for other than free
trips, or (3) which will be redeemed on Partner carriers.
The number of awards used on United were 1.9 million, 1.6
million and 1.4 million for the years 1994, 1993 and 1992,
respectively. Such awards represented 9.1%, 7.5% and 6.7% of
United's total revenue passenger miles for each period, res
pectively. With these percentages, seat availability and
restrictions on the use of free travel awards, the displacement,
if any, of revenue passengers by users of Mileage Plus awards is
minimal.
United has agreements with certain air carriers and other
parties to utilize the Mileage Plus program and receives and
makes payments based on the earning and redemption of awards by
Mileage Plus participants with such parties.
Computer Reservations Systems. Travel agents account for a
substantial percentage of United's sales. The complexity of the
various schedules and fares offered by air carriers has fostered
the development of electronic distribution systems that display
information relating the fares and schedules of United and other
airlines to travel agents and others. The use of such systems
has been a key factor in the marketing and distribution of
airlines' products and has been subject to regulation by the
Department of Justice. See "Government Regulation - General".
Before September 1993, United had an ownership interest in
two entities which owned and marketed computer reservation system
("CRS") products and services. In September 1993, The Covia
Partnership ("Covia"), a 50%-owned affiliate of United, and The
Galileo Company Limited, a 25.6%-owned affiliate of United,
combined. In the combination Covia was renamed as Galileo
International Partnership ("Galileo"), and a second entity, the
Apollo Travel Services Partnership ("ATS"), was formed. These
two general partnerships are owned 38% and 77%, respectively, by
United through a wholly-owned subsidiary.
Galileo owns the Apollo and Galileo CRSs and markets CRS
services worldwide through a system of national distribution
companies. ATS, directly or through its wholly-owned
subsidiaries, is responsible for marketing, sales and support of
Apollo CRS products and services in the United States, Mexico and
the Caribbean.
Competition among CRS vendors is intense, and services
similar to those offered by ATS and Galileo are marketed by
several air carriers and other concerns, both in the United
States and worldwide. In the European and Pacific CRS market,
various consortia of foreign carriers have formed CRSs to be
marketed in countries in which the owning carriers have a
substantial presence.
In February 1995, United announced that it is introducing a
new travel agency commission payment plan that offers a maximum
of $50 for round-trip or multiple stopover domestic tickets and a
maximum of $25 for one-way domestic tickets.
Lawsuits have been filed challenging the reductions by
United and other carriers in the commissions paid to travel
agencies for ticketing of air transportation alleging, among
other things, a conspiracy to restrain trade among the carriers
in violation of antitrust laws. United believes it has the right
to make the aforementioned changes to such commissions, and will
defend itself vigorously in the pending litigation.
Government Regulation
General. All carriers engaged in air transportation in the
United States, including United, are subject to regulation by the
Department of Transportation ("DOT") and the Federal Aviation
Administration ("FAA") under federal aviation laws. The DOT has
authority to regulate certain economic and consumer protection
aspects of air transportation. It is empowered to issue
certificates of public convenience and necessity for domestic air
transportation upon a carrier's showing of fitness; to authorize
the provision of foreign air transportation by U.S. carriers; to
prohibit unjust discrimination; to prescribe forms of accounts
and require reports from air carriers; to regulate methods of
competition, including the provision and use of computerized
reservation systems; and to administer regulations providing for
consumer protection, including regulations governing the
accessibility of air transportation facilities for handicapped
individuals. United's operations require certificates of public
convenience and necessity issued by the DOT (or specific
exemptions therefrom), and an air carrier operating certificate
and related operations specifications issued by the FAA.
United's operations also require licenses issued by the
aviation authorities of the foreign countries United serves.
Foreign aviation authorities may from time to time impose a
greater degree of economic regulation than exists with respect to
United domestic operations.
In international markets, United competes against foreign
and U.S. carriers that have been granted authority to provide
scheduled passenger and freight service between points in the
United States and various overseas destinations. In connection
with its international services, United is required to file with
the DOT and observe tariffs establishing the fares and rates
charged and the rules governing the transportation provided. In
certain cases, fares, rates and schedules require the approval of
the DOT and the relevant foreign governments.
In addition, United's operating authorities in international
markets are governed by the aviation agreements between the
United States and foreign countries. United's expansion into
many foreign markets is presently precluded by lack of an
aviation agreement allowing such service. United continually
urges the U.S. Government to negotiate increased access to such
restricted markets.
Shifts in United States or foreign government aviation
policies can lead to the alteration or termination of existing
air service agreements that the U.S. has with other governments,
which could diminish the value of United's international route
authority. While such events are generally the subject of inter-
governmental negotiations, there are no assurances that United's
operating rights under the bilateral aviation agreements and DOT-
issued certificates of public convenience and necessity can be
preserved in such cases.
The DOT and the U.S. Congress have engaged from time to time
in various regulatory and legislative initiatives, respectively,
with respect to CRS activities and issues, such as the level of
booking fees, host versus non-host functionality, mandatory
dehosting, travel agency connection of third-party hardware and
software to a CRS, terms of the contracts between CRS vendors and
travel agencies, continued airline ownership of CRS vendors, and
the ability to access multiple CRS systems from a single computer
terminal. New regulatory or legislative initiatives in many of
these areas, if enacted, could have a material adverse effect
upon CRS vendors in general and ATS and United in particular.
Safety. The FAA has regulatory jurisdiction over flight
operations generally, including equipment, ground facilities,
maintenance, communications and other matters. In order to
ensure compliance with its operational and safety standards, the
FAA requires air carriers to obtain operating, airworthiness and
other certificates.
United's aircraft and engines are maintained in accordance
with the standards and procedures recommended and approved by the
manufacturers and the FAA. For all of its engines, United
utilizes a "condition monitoring" maintenance program so that the
schedule for engine removals and overhauls is based on
performance trend monitoring of engine operating data. In
addition, all engines contain time-limited components, each of
which has a maximum amount of time (measured by operating hours)
or a maximum number of operating cycles (measured by takeoffs and
landings) after which the component must be removed from the
engine assembly and overhauled or scrapped. Similarly, United's
FAA-approved maintenance program specifies the number of hours or
operating cycles between inspections and overhauls of the
airframes and their component parts. The nature and extent of
each inspection and overhaul is specifically prescribed by the
approved maintenance program.
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 and
occasionally aircraft or engines must be removed from service
prematurely in order to undergo mandated inspections or
modifications on an accelerated basis. 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.
Since 1988 the airlines, in cooperation with the FAA, have
been engaged in an in-depth review of the adequacy of existing
maintenance procedures applicable to older versions of most of
the aircraft types in general use in the airline industry. These
include certain of the Boeing and Douglas aircraft used by
United. As a part of this program, the FAA has issued ADs
requiring interim inspections and remedial maintenance
procedures. While certain of these aging aircraft ADs have
necessitated unscheduled removals from service and increased
maintenance costs, compliance is not expected to have a material
adverse impact on United's costs or operations.
Both the DOT and the FAA have authority to institute
administrative and judicial proceedings to enforce federal
aviation laws and their own regulations, rules and orders. Both
civil and criminal sanctions may be assessed for violations.
Environmental Regulations. The Airport Noise and Capacity
Act of 1990 ("ANCA") requires the phase-out by December 31, 1999
of Stage 2 aircraft operations, subject to certain waivers. The
FAA has issued final regulations which would require carriers to
modify or reduce the number of Stage 2 aircraft operated by 25%
by December 31, 1994, 50% by December 31, 1996, 75% by December
31, 1998 and 100% by December 31, 1999. Alternatively, a carrier
could satisfy compliance requirements by operating a fleet that
is at least 55% Stage 3 by December 31, 1994, 65% Stage 3 by
December 31, 1996, 75% Stage 3 by December 31, 1998 and 100%
Stage 3 by December 31, 1999. At December 31, 1994, United
operated 374 Stage 3 aircraft representing 69% of United's total
operating fleet, and thus is in compliance with these
regulations.
The ANCA recognizes the rights of operators of airports with
noise problems to implement local noise abatement procedures so
long as such procedures do not interfere unreasonably with inter
state or foreign commerce or the national air transportation
system. ANCA generally requires FAA approval of local noise
restrictions on Stage 3 aircraft first effective after October
1990, and establishes a regulatory notice and review process for
local restrictions on Stage 2 aircraft first proposed after
October 1990. While United has had sufficient scheduling
flexibility to accommodate local noise restrictions imposed to
the present, United's operations could be adversely affected if
locally-imposed regulations become more restrictive or
widespread.
Federal Aviation Regulation Part 150, which was issued
pursuant to Title I of the Aviation Safety and Noise Abatement
Act of 1979, provides limited funding to airport operators to
formulate noise compatibility programs, and established
procedures through which such programs may be approved by the
FAA. This rule may encourage the consideration of additional
local aircraft and airport usage restrictions.
The Environmental Protection Agency regulates operations,
including air carrier operations, which affect the quality of air
in the United States. United has made all necessary
modifications to its operating fleet to meet emission standards
issued by the Environmental Protection Agency ("EPA").
Federal and state environmental laws require that
underground storage tanks (USTs) be upgraded to new construction
standards and equipped with leak detection by December 22, 1998.
These requirements are phased into effect based on the age,
construction and use of existing tanks. United operates a number
of underground and above ground storage tanks throughout its
system, primarily used for the storage of fuels and deicing
fluids. A program for the removal or upgrading of USTs and
remediation of any related contamination has been ongoing since
1987. Compliance with these federal and state UST regulations is
not expected to have a material adverse effect on United's
financial condition.
United has been identified by the EPA as a potentially
responsible party with respect to Superfund sites involving soil
and groundwater contamination at the Bay Area Drum Site in San
Francisco, California, the Chemsol, Inc. Site in Piscataway, New
Jersey, the Petrochem/Ekotek Site in Salt Lake City, Utah, the
Monterey Park Site at Monterey Park, California, the West Contra
Costa Sanitary Landfill Site in Richmond, California, and the
Douglasville Site in Berks County, Pennsylvania. Because of the
limited nature of the volume of pollutants allegedly contributed
by United to the above Superfund sites, the outcome of these
matters is not expected to have a material adverse effect on
United's financial condition.
United is aware of soil and groundwater contamination
present on its leaseholds at several U.S. airports, with the most
significant locations being San Francisco International Airport,
John F. Kennedy International Airport in New York, Seattle Tacoma
International Airport and Stapleton International Airport in
Denver (which closed on February 28, 1995). United is
investigating these sites, assessing its obligations under
applicable environmental regulations and lease agreements and,
where appropriate, remediating these sites. Remediation of these
sites, for which United may be responsible, is not expected to
have a material adverse effect on United's financial condition.
Other Government Matters. Besides the DOT and the FAA,
other federal agencies with jurisdiction over certain aspects of
United's operations are the Department of Justice (Antitrust
Division and Immigration and Naturalization Service), the Equal
Employment Opportunity Commission, the Occupational Safety and
Health Administration, the Department of Labor (the Office of
Federal Contract Compliance Programs of the Employment Standards
Administration), the National Labor Relations Board, the National
Mediation Board, the National Transportation Safety Board, the
Treasury Department (U.S. Customs Service), the Federal
Communications Commission (due to use of radio facilities by
aircraft), and the United States Postal Service (carriage of
domestic and international mail). In connection with its service
to cities in other countries, United is subject to varying
degrees of regulation by foreign governments.
In time of war or during an unlimited national emergency or
civil defense emergency declared by the President or the Congress
of the United States, or in a situation short of this if approved
by the Director of the Office of Emergency Preparedness, the
Commander in Chief, Military Airlift Command, or any official
designated by the President to coordinate all civil and defense
mobilization activities, United may be required to provide
airlift services to the Military Airlift Command under the Civil
Reserve Air Fleet Program. As of February 1, 1995, up to 34 B747
and 12 DC-10 aircraft operated, or to be operated by United could
be subject to such requirements.
Fuel
United's results of operations are significantly affected by
the price and availability of jet fuel. Based on 1994 fuel
consumption, every $.01 change in the average annual
price-per-gallon of jet fuel caused a change of approximately $27
million in United's annual fuel costs. The table below shows
United's fuel expenses, fuel consumption, average price per
gallon and fuel as a percent of total operating expenses for
annual periods from 1990 through 1994:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990
Fuel expense,
including tax
(in millions) $1,585 $1,718 $1,679 $1,674 $1,811
Gallons consumed
(in millions) 2,697 2,699 2,529 2,338 2,253
Average cost per
gallon (in cents) 58.8 63.6 66.4 71.6 80.4
% of total
operating 12% 13% 14% 15% 18%
expenses
</TABLE>
United's average fuel cost per gallon in 1994 was 7.5% lower
than in 1993. Changes in fuel prices are industry-wide
occurrences that benefit or harm United's competitors as well as
United. Accordingly, lower fuel prices may be offset by
increased price competition and lower revenues for all air
carriers, including United. There can be no assurance that
United will be able to increase its fares in response to any
increases in fuel prices in the future.
In order to assure adequate supplies of fuel and to provide
a measure of control over fuel costs, United ships fuel on major
pipelines, maintains fuel storage facilities, and trades fuel to
locations where it is needed. In 1994, almost all of United's
fuel was purchased under contracts with major U.S. and
international oil companies. Most of these contracts are
terminable by United on short notice. United also purchases
minor volumes of fuel on the spot market at some domestic
locations. In addition, United purchases foreign fuel on a spot
basis from the Middle East, Caribbean and Far East and delivers
this to the West Coast. Although United has not experienced any
problem with fuel availability in the past few years and does not
anticipate any in the near future, it is impossible to predict
the future availability of jet fuel. If there were major
reductions in the availability of jet fuel, United's business
would be adversely affected.
The Omnibus Budget Reconciliation Act of 1993 imposes a 4.3
cent per gallon tax on commercial aviation jet fuel purchased for
use in domestic operations. This new fuel tax is scheduled to
become effective October 1, 1995 and continue until October 1,
1998. United, through the Air Transportation Association, is
actively lobbying for repeal of this tax.
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. Insurance is subject to price
fluctuations from time to time. 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. In the event of a partial loss, however, such recovery is
subject to a per-occurrence deductible of $1,000,000 for B747s,
B757s, B767s and DC10s, $750,000 for B737-300s, B737-500s, and
A320s, and $500,000 for all other aircraft.
Employees - Labor Matters
On December 31, 1994, United had 76,068 employees
(approximately ten percent of whom are part-time employees).
Approximately 62% of United's employees were 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, 1994 are as follows:
Number of Contract Open
Employee Group Employees Union For Amendment
Mechanics, ramp
servicemen & other
ground employees 22,464 IAM July 12, 2000
Flight
attendants 16,906 AFA April 1, 1996
Pilots 7,708 ALPA April 12, 2000 *
___________________________
* However, certain provisions regarding Shuttle by United
become amendable at a later date.
United's relations with these labor organizations are
governed by the Railway Labor Act. Under this Act, collective
bargaining agreements between United and these organizations
become amendable upon the expiration of their stated term. If
either party wishes to modify the terms of any such agreement, it
must notify the other party before the contract becomes
amendable. After receipt of such notice, the parties must meet
for direct negotiations and, if no agreement is reached, either
party may request that a mediator be appointed. If no agreement
is reached, the National Mediation Board may determine, at any
time, that an impasse exists and may proffer arbitration. Either
party may decline to submit to arbitration. If arbitration is
rejected, a 30-day "cooling off" period commences, following
which the labor organization may strike and the airline may
resort to "self-help," including the imposition of its proposed
amendments and the hiring of replacement workers.
ITEM 2. PROPERTIES.
Flight Equipment
As of December 31, 1994, United's operating aircraft fleet
totaled 543 jet aircraft, of which 228 were owned and 315 were
leased. These aircraft are listed below:
<TABLE>
Average
Average Age
Aircraft Type No. of Seats Owned Leased* Total (Years)
<CAPTION>
<S> <C> <C> <C> <C> <C>
A320-200 144 -- 21 21 1
B727-222A 147 50 25 75 16
B737-200 109 45 -- 45 26
B737-200A 109 -- 24 24 15
B737-300 126 10 91 101 6
B737-500 108 27 30 57 3
B747-100 393 18 -- 18 23
B747-200 352 2 7 9 16
B747-400 400 3 21 24 3
B757-200 188 33 55 88 3
B767-200 168 19 -- 19 12
B767-300ER 211 3 20 23 2
DC10-10 287 18 13 31 19
DC10-30 298 -- 8 8 15
TOTAL OPERATING
FLEET 228 315 543 10
</TABLE> === === === ==
________________
* United' s aircraft leases have initial terms of 4 to 26
years, and expiration dates range from 1996 through 2018.
Under the terms of leases for 306 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, 1994, 73 of the 228 aircraft owned by
United were encumbered under transaction agreements.
In 1994 United took delivery of 18 new aircraft. United
acquired two B747-400s and sixteen A320-200s.
In addition, United retired nineteen widebody aircraft in
1994, ten DC10-10s and nine B747-SPs.
As of December 31, 1994, United had taken delivery of all
aircraft on order, with the exception of 34 B777-200 aircraft,
which are scheduled to be delivered between 1995 and 1999, and
United has arrangements with Airbus and A320 engine manufacturer
International Aero Engines to lease an additional 29 A320-200
aircraft, which are scheduled for delivery through 1998. The
following table sets forth United's firm aircraft orders, options
and expected delivery schedules as of December 31, 1994:
Order Status Aircraft Type Number To Be Delivered Delivery Rate
Firm Orders B777-200 34 1995-1999 0-3 per month
Total-Firms 34*
Options** A320-200 50 1996-2001 0-3 per month
B737*** 162 1997-2002 0-5 per month
B747-400 49 1997-2003 0-2 per year
B757-200 39 1997-1999 0-2 per month
B767-300ER 8 1997-1999 0-1 per month
B777-200 34 1998-2000 0-1 per month
Total-Options 342
________________
* In addition, United has agreed to lease an additional 29
A320-200 aircraft. Deliveries of these aircraft are
expected to occur between 1995 and 1998.
** Rate of deliveries with respect to option aircraft assumes
that all options are exercised and that all orders subject
to reconfirmation are confirmed by United.
*** Models 300, 400 and 500, at United's discretion.
Ground Facilities
In the vicinity of O'Hare, United owns a 106 acre complex
consisting of over one million square feet of office space for
its world headquarters, a computer facility and a training
center. United operates reservation centers in or near eight
U.S. cities - Chicago, Denver, Detroit, Honolulu, Los Angeles,
San Francisco, Seattle and Washington, D.C. United also operates
140 city ticket offices in the U.S., plus offices in the Pacific
and European countries served by United.
United's Maintenance Operation Center ("MOC") at San
Francisco International Airport occupies 144 acres of land, three
million square feet of floor space and 12 aircraft hangar docks,
under leases expiring in 2013. Most major aircraft and component
maintenance for United's fleet occurs at the MOC, including
aircraft acceptance and flight testing, and the installation,
testing and repairing of engines, electronics, and interior
fittings. United also has a major facility at the Oakland,
California airport which is dedicated to airframe maintenance and
which includes a hangar with sufficient space to accommodate
maintenance work on four wide-bodied aircraft simultaneously. As
of December 31, 1994, United employed more than 11,000 mechanics,
inspectors, engineers, and maintenance support personnel at the
MOC and over 1,600 at the Oakland facility. United also has line
aircraft maintenance employees and facilities at 62 domestic and
international locations.
In March 1994, United opened a new major aircraft
maintenance and overhaul facility in Indianapolis, operating
under a lease with the Indianapolis Airport Authority which
expires November 30, 2031. Initially, the Indianapolis
Maintenance Center ("IMC") is being used for maintenance of
Boeing 737 aircraft. In December 1994, United announced that it
will significantly expand its operations at IMC by maintaining
its fleets of Boeing 757 and 767 aircraft at the facility in the
future. Construction of certain Boeing 737 airframe facilities
is still in process and construction of facilities for the other
fleet types will begin in 1995. In connection with incentives
received, United has agreed to reach an $800 million capital
spending target and employ at least 7,500 individuals.
On February 28, 1995, United relocated its Denver hub
operations to the new Denver International Airport. Under a new
30-year lease and use agreement, expiring in 2023, United
eventually will occupy 44 gates and over one million square feet
of exclusive terminal building space. The new airport is located
northeast of Stapleton International Airport and approximately 25
miles from downtown Denver. Upon the opening of the new airport,
Stapleton will be closed to all aircraft operations. United's
flight training center will continue to be located near Stapleton
and is under lease, including options to extend, until 2018.
This flight training center consists of four buildings with a
total of 300,000 square feet located on 22 acres of land
adjoining Stapleton. The flight training center accommodates 26
flight simulators and over 90 computer-based training stations,
as well as cockpit procedures trainers, autoflight system
trainers and emergency evacuation trainers.
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 O'Hare in 2018, San Francisco in
2011 and Washington Dulles in 2015. In many cases United has
constructed, at its expense, the buildings it occupies on its
leased properties. In general, buildings and fixtures
constructed by United on leased land are the property of the
lessor upon the expiration of such leases. United also has
leased and improved ticketing, sales and general office space in
the downtown and outlying areas of most of the larger cities in
its system. United believes its facilities are suitable and
adequate for its current requirements. United will continue to
acquire equipment and facilities as necessary to support its
airline operations.
Transfers of Assets
In October 1994, UAL announced an agreement to sell for $119
million ten Dash 8 aircraft and spare parts owned by Air
Wisconsin, Inc. to Mesa Airlines, and United agreed to a ten year
extension of its United Express marketing agreement with Mesa
Airlines. Two of the sales were completed in January 1995, four
more of the sales were completed in February 1995, and the rest
should take place by the end of the first quarter of 1995.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved from time to time in legal
proceedings incidental to the ordinary course of its business.
Such proceedings include claims brought by and against the
Company or its subsidiaries including claims seeking substantial
compensatory and punitive damages. Such claims arise from
routine commercial disputes as well as incidents resulting in
bodily injury and damage to property. The Company believes that
the potential liabilities in all of the bodily injury and
property damage actions are adequately insured and none of the
other actions are expected to have any material adverse effect on
the Company or its subsidiaries.
Noise Proceedings
United may be affected by legal proceedings brought by
owners of property located near certain airports. Plaintiffs
generally seek to enjoin certain aircraft operations and/or to
obtain damages against airport operators and air carriers as a
result of alleged aircraft noise or air pollution. Any liability
or injunctive relief imposed against airport operations or air
carriers could result in higher costs to United and other air
carriers.
The ultimate disposition of the matters discussed in Item 3
hereof, and other claims affecting the Company, are not expected
to have a material adverse effect on the Company's financial
condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
United is a wholly-owned subsidiary of UAL.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31
1994 1993 1992 1991 1990
(In Millions)
<S> <C> <C> <C> <C> <C>
Operating revenues $13,887 $13,168 $11,688 $10,703 $10,282
Earnings (loss) before
extraordinary item and
cumulative effect of
accounting changes 66 (17) (386) (335) 96
Extraordinary loss on early
extinguishment of debt,
net of tax - (19) - - -
Cumulative effect of
accounting changes (26) - (547) - -
Net earnings (loss) 40 (36) (933) (335) 96
Total assets at year end 11,952 12,153 12,067 9,907 8,001
Long-term debt and capital
lease obligations, including
current portion at year end 4,015 3,614 3,628 2,531 1,326
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
EMPLOYEE INVESTMENT TRANSACTION AND RECAPITALIZATION
On July 12, 1994, the shareholders 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 will be allocated to individual employee accounts
through the year 2000 under Employee Stock Ownership Plans ("ESOPs") which
were created as a part of the recapitalization. The employee interest may
increase to up to 63%, depending on the average market value of UAL common
stock in the year after the transaction closed. Based on the average market
value of UAL common stock through February 23, 1995, the market value of UAL
common stock for the remainder of the measuring period would have to average
at least $204 for any adjustment to be made in the ESOP percentage interest.
Pursuant to the terms of the plan of recapitalization, holders of old UAL
common stock received approximately $2.1 billion in cash and the remaining
45% (subject to reduction to not less than 37%) of the equity in the form of
new common stock. In connection with the recapitalization, United issued
$370 million of 10.67% debentures due in 2004 and $371 million of 11.21%
debentures due in 2014 and paid a dividend of $1.041 billion to UAL.
Approximately $169 million of pretax costs were incurred in connection with
the recapitalization, including transaction costs and severance payments to
certain former United employees.
The employee investment transaction has put in place a lower cost
structure designed to allow United to compete more effectively against
low-cost carriers and improve its long-term financial viability. The
transaction also facilitated the creation of a low-cost short-haul operation,
Shuttle by United ("Shuttle"), which began operating on October 1, 1994.
This service achieves lower costs through special work rules and wage rates
for pilots, high station and aircraft utilization and minimal service
amenities. Based on its initial operations, the Shuttle has been well
accepted by the marketplace and its costs are within expectations. As a
result, United expects the Shuttle will be able to sustain a competitive
presence in the short-haul markets against low cost competitors.
As a result of the recapitalization, United's capital structure became
more highly leveraged. With the increase in debt and reduction in equity
resulting from the recapitalization, United's exposure to certain industry
risks could be greater than might have been the case prior to the
recapitalization. In addition, the transaction resulted in new labor
agreements for certain employee groups and a new corporate governance
structure for UAL, which was designed to achieve balance between the various
employee-owner groups and public shareholders. The new labor agreements and
governance structure could inhibit management's ability to alter strategy in
a volatile, competitive industry by restricting certain operating and
financing activities, including the sale of assets and the issuance of equity
securities and the ability to furlough employees. United's ability to react
to competition may be hampered further by the fixed long-term nature of these
various agreements. The success of the recapitalization is dependent upon a
number of factors, including the state of the competitive environment in the
airline industry, competitive responses to United's efforts, United's ability
to achieve enduring cost savings through productivity improvements and the
renegotiation of labor agreements at the end of the investment period.
The employee investment transaction and recapitalization had an initial
adverse effect on United's cash position as a result of the cash paid to UAL
and certain other recapitalization costs. However, the transaction is
expected to result in an improvement to cash flow through the term of the
employee investment. This improvement is expected to result from the
employee concessions which reduce cash expenses, partially offset by the
additional interest expense on the debentures and foregone interest on the
cash paid to UAL.
The employee investment transaction will reduce United's cash operating
expenses due to wage and benefit reductions and work-rule changes. These
cash expense reductions will be offset by non-cash compensation charges for
stock periodically committed to be released to employees under the ESOPs,
additional interest expense on the debentures and foregone interest on the
cash paid to UAL. The amount of the non-cash compensation expense cannot be
predicted, because it is based on the future fair value of UAL's stock.
The ESOPs consist of two tax-qualified plans, as defined under the
Internal Revenue Code, and one plan that is not tax qualified. Tax
deductions related to the ESOPs are partially based on factors unrelated to
the future fair value of UAL's stock. Accordingly, it is anticipated that
tax provisions (credits) in future periods could be impacted by permanent
differences between tax deductions and book expenses related to the ESOPs.
Additionally, timing differences between tax deductions and book expenses
related to the ESOPs could impact the balance of the net deferred tax asset
in the future.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity -
United's total of cash and cash equivalents and short-term investments
was $1.301 billion at December 31, 1994, compared to $966 million at December
31, 1993. Cash flows during the year were considerable. The most
significant was the dividend of $1.041 billion paid to UAL in connection with
the recapitalization, which was partially funded by net proceeds of $735
million on the issuance of debentures. Other financing activities included
principal payments under debt and capital lease obligations of $255 million
and $87 million, respectively, and a $46 million reduction of short-term
borrowings. Cash flows from operating activities amounted to $1.193 billion.
Investing activities resulted in a net cash reduction of $180 million,
excluding an increase in short-term investments.
In 1994, United took delivery of 16 A320 aircraft and two B747
aircraft. With the exception of one B747, these aircraft were acquired under
operating leases. Property additions, including the B747 and spare parts,
amounted to $627 million. Property dispositions, including the sale and
leaseback of the B747 aircraft purchased in 1994, five B737 aircraft and one
B757 aircraft, resulted in proceeds of $425 million.
As of December 31, 1994, United had a working capital deficit of $1.853
billion, as compared to $1.608 billion at December 31, 1993. Historically,
United has operated with a working capital deficit and, as in the past,
expects to meet all of its obligations as they become due.
During 1993, United's balance of cash and cash equivalents decreased
$169 million and short-term investments decreased $97 million. Operating
activities resulted in cash flows of $818 million; however this was offset by
cash used for net property additions and financing activities. Investing
activities, including the short-term investment decrease and net property
additions, used $232 million. Property additions amounted to $1.484 billion,
including the purchase of 34 aircraft, and property dispositions resulted in
proceeds of $1.156 billion, including the sale and leaseback of 18 aircraft.
In all, 10 B737 aircraft, 16 B757 aircraft, four B747 aircraft, eight B767
aircraft and five A320 aircraft were acquired, including purchases and
leases. Financing activities used $755 million. Reductions in short-term
borrowings, capital lease obligations and long-term debt, including the early
extinguishment of $500 million of senior subordinated notes, more than offset
cash proceeds from the issuance of long-term debt.
Operating and financing activities in 1992 generated cash flows of $287
million and $127 million, respectively, which more than offset cash used for
net additions to property, resulting in a $96 million increase in cash, cash
equivalents and short-term investments. During 1992, $2.458 billion was
spent on property additions, principally aircraft. United acquired 25 B737
aircraft, 25 B757 aircraft, 10 B767 aircraft and six B747 aircraft in 1992.
Of these, 18 aircraft were purchased, 38 were purchased and then sold and
leased back and 10 were acquired in capital lease transactions. Property
dispositions provided cash proceeds of $2.363 billion. In 1992, United also
acquired certain Latin American route authorities and other related assets
from Pan American World Airways, Inc.
Capital Commitments -
At December 31, 1994, commitments for the purchase of property and
equipment, principally aircraft, approximated $3.9 billion, after deducting
advance payments. An estimated $1.2 billion will be spent in 1995, $0.7
billion in 1996, $1.3 billion in 1997, $0.5 billion in 1998 and $0.2 billion
in 1999 and thereafter. The major commitments are for the purchase of
thirty-four B777 aircraft which are expected to be delivered between 1995 and
1999.
In addition to the B777 order, United has arrangements with Airbus
Industrie and International Aero Engines to lease 29 A320 aircraft, which are
scheduled for delivery through 1998. At December 31, 1994, United also had
options for an additional 162 B737 aircraft, 39 B757 aircraft, 34 B777
aircraft, 49 B747 aircraft, 8 B767 aircraft and 50 A320 aircraft. Under the
terms of certain of these options which are exercisable during the period
1995 through 1997, United would forfeit significant deposits on such options
it does not exercise. United continually reviews its fleet to determine
whether aircraft acquisitions will be used to expand the fleet or to replace
older aircraft, depending on market and regulatory conditions at the time of
delivery.
Capital Resources -
Funds necessary to finance aircraft acquisitions are expected to be
obtained from internally generated funds, irrevocable external financing
arrangements or other external sources.
At December 31, 1994, UAL and United had an effective shelf
registration statement on file with the Securities and Exchange Commission to
offer up to $1.035 billion of securities, including secured and unsecured
debt, equipment trust and pass through certificates, equity or a combination
thereof. United's ability to issue equity securities is limited by its
certificate of incorporation, which was restated in connection with the
recapitalization.
United's senior unsecured debt is rated BB by Standard and Poor's and
Baa3 by Moody's Investors Service Inc.
RESULTS OF OPERATIONS
The results of operations in the airline business historically
fluctuate significantly in response to general economic conditions. This is
because small fluctuations in yield (passenger revenue per revenue passenger
mile) and cost per available seat mile can have a significant effect on
operating results. United anticipates industrywide fare levels, increasing
low-cost competition, general economic conditions, fuel costs, international
governmental policies and other factors will continue to affect its operating
results.
Summary of Results and Impact of Recapitalization -
United's results of operations improved in 1994 as compared to 1993.
In 1994, United recorded net earnings of $40 million, compared to a 1993 net
loss of $36 million. Included in 1994 were $169 million of pretax expenses
incurred in connection with the recapitalization, of which $48 million were
recorded in operating expenses. The 1994 results also include an after tax
charge of $26 million for the cumulative effect of adopting Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," which United adopted effective January 1, 1994.
The 1993 results include an extraordinary loss of $19 million on the early
extinguishment of debt.
Comparability -
In 1994, United began recording certain air transportation price
adjustments, which were previously recorded as commissions, as adjustments to
revenue. Operating revenue and expense amounts and related operating
statistics for 1993 and prior periods have been adjusted to conform with the
current presentation.
Prior to the September 1993 merger of the Covia Partnership ("Covia")
and Galileo Ltd., United's investments in these companies were carried on the
equity basis. United now owns 77% of Apollo Travel Services Partnership
("ATS"), one of the companies formed in the merger, and its accounts are
consolidated with those of United. As a result, United's consolidated
operating revenues and expenses have increased. In addition, the sales of
flight kitchen assets in late 1993 and early 1994 had the effect of reducing
United's salaries and related costs and increasing, to a lesser degree, food
and beverage expense. These changes have affected the 1994 comparisons to
1993 as indicated in the discussion which follows.
1994 Compared with 1993 -
Operating Revenues. Operating revenues increased $719 million (5%).
Revenue per available seat mile increased 4% to 9.12 cents. Passenger
revenues increased $496 million (4%) due primarily to a 7% increase in
revenue passenger miles, partially offset by a 3% decrease in yield to 11.31
cents. Domestic revenue passenger miles increased by 4.1 billion (7%) while
international increased by 2.9 billion (8%). Available seat miles increased
1% systemwide, as increases of 6% in the Pacific and 2% in the Atlantic were
partially offset by decreases of 1% on domestic routes and 3% in Latin
America. As a result, system passenger load factor increased 4.0 points to
71.2%.
Cargo revenues increased $28 million (4%), due to increased freight
revenues partially offset by decreased mail revenues. Freight and mail
revenue ton miles increased 3%; however, freight yield increased 5% while
mail yield decreased 8%. Other operating revenues increased $195 million
(27%) primarily as a result of the consolidation of ATS and an increase in
fuel sales.
Operating Expenses. Operating expenses increased $501 million (4%).
United's cost per available seat mile also increased 3% from 8.54 cents to
8.79 cents, which includes certain one-time costs relating to the
recapitalization and ESOP compensation expense. Without these costs,
United's cost per available seat mile would have been 8.64 cents. Food and
beverage costs increased $162 million (51%) due to the new catering
arrangements resulting from the flight kitchen sales as discussed above.
Commissions increased $112 million (9%) due principally to increased
commissionable revenues. An increase of $98 million (7%) in rentals and
landing fees reflects rent associated with a higher number of aircraft on
operating leases, including new aircraft acquired in the past year. Aircraft
maintenance increased $44 million (12%) as a result of increased
vendor-provided maintenance due to the timing of maintenance cycles. Other
operating expenses increased $85 million (10%) due to the consolidation of
ATS and higher fuel sales.
Aircraft fuel expense decreased $133 million (8%), due to an 8%
decrease in United's average price per gallon of fuel to 58.8 cents and a
slight decrease in fuel consumption. Purchased services decreased $27
million (3%), as certain services, principally computer reservations and
communications, have been provided by ATS since the time of the merger.
Salaries and related costs decreased $15 million primarily due to lower wage
rates for employees participating in the ESOPs and a lower number of
employees as a result of the flight kitchen sales, partially offset by higher
average wage rates for other employee groups, higher costs associated with
medical benefits and $48 million of one-time costs related to the
recapitalization.
Other Income and Expense. Other expense amounted to $360 million in
1994 compared to $321 million in 1993. Interest expense increased $15
million (4%) due to higher average interest rates resulting from the
debentures issued in July 1994, partially offset by the benefit of the
extinguishment of $500 million of subordinated debt in 1993. Interest
capitalized decreased $10 million (20%) as a result of lower advance payments
on new aircraft. Interest income decreased $7 million (9%) due primarily to
interest received in 1993 in connection with the final settlement of certain
pension benefits. United's equity in results of affiliates changed from a
loss of $30 million in 1993 to earnings of $20 million in 1994 due primarily
to a charge recorded by Galileo International in 1993 for the cost of
eliminating duplicate facilities and operations after the merger of Covia and
Galileo Ltd. Included in "Miscellaneous, net" in 1994 were charges of $121
million for fees and costs incurred in connection with the employee
investment transaction and recapitalization, a $22 million charge for
minority interests in ATS and foreign exchange gains of $15 million.
Included in 1993 was a $59 million charge to reduce the net book value of 15
DC-10 aircraft to estimated realizable value, a $17 million gain resulting
from the final settlement of certain pension benefits and foreign exchange
losses of $20 million.
Income Tax Provision. The income tax provision for 1994 was
significantly impacted by the nondeductibility of certain recapitalization
costs and the statutory change in the deductibility of other expenses.
1993 Compared with 1992 -
Operating Revenues Operating revenues increased $1.480 billion (13%).
Passenger revenues increased $1.316 billion (13%) due to a 9% increase in
revenue passenger miles and a 3% increase in yield to 11.61 cents. Domestic
revenue passenger miles increased 6% on an increase of 8% in domestic
available seat miles, resulting in a decrease of 1.0 point in domestic
passenger load factor to 65.2%. International revenue passenger miles
increased 14%. Passenger traffic increased in substantially all
international markets, especially in Latin America, where United began
service in the first quarter of 1992. Passenger load factors increased in
Latin America, the Atlantic and the Pacific. On a system basis, available
seat miles increased 10% and passenger load factor decreased 0.2 points to
67.2%.
Cargo revenues increased $55 million (9%), due to increases in both
freight and mail revenues. The freight revenue increase reflects volume
increases largely attributable to increased international operations.
Contract services and other revenues increased $109 million (18%) primarily
as a result of revenues generated by ATS in the 1993 period subsequent to the
merger.
Operating Expenses Operating expenses increased $689 million (6%).
United's cost per available seat mile decreased 4% to 8.54 cents. The
decrease in unit cost was largely due to the implementation of a cost
reduction program in early 1993. Salaries and related costs increased $208
million (5%) primarily due to higher average wage rates and higher costs
associated with pensions and health insurance. Rentals and landing fees
increased $169 million (13%) primarily reflecting rent associated with a
larger number of aircraft on operating leases. Commissions increased $139
million (12%) due to increased revenues and slightly higher cargo commission
rates. Aircraft maintenance increased $60 million (20%) due principally to
higher outside maintenance costs. Purchased services increased $48 million
(5%) due principally to higher computer reservations fees and higher costs
associated with international operations, such as communications, navigation
charges and security. Depreciation and amortization increased $27 million
(4%) due principally to newly acquired aircraft. Aircraft fuel expense
increased $39 million, as a 7% increase in fuel consumption was partially
offset by a 4% decrease in the average price per gallon of fuel to 63.6
cents. Other operating expenses increased $80 million (10%) due principally
to the consolidation of ATS after the merger. Advertising and promotion
decreased $51 million (24%) and food and beverages decreased $24 million (7%)
due to cost reduction efforts.
Other Income and Expense Other expense amounted to $321 million in
1993 compared to $106 million in 1992. Interest expense increased $31
million due primarily to increased debt and capital lease obligations
incurred in connection with aircraft financings. Interest capitalized
decreased $41 million (45%) due to lower advance payments on new aircraft.
United's equity in the results of affiliates shifted from income of $42
million in 1992, representing United's share of Covia earnings, to losses of
$30 million in 1993, primarily due to a charge recorded by Galileo
International for the cost of eliminating duplicate facilities and operations
after the merger of Covia and Galileo Ltd. Included in "Miscellaneous, net"
were foreign exchange losses of $20 million in 1993 compared to gains of $2
million in 1992. Also included in 1993 was a charge of $59 million to reduce
the net book value of 15 DC-10 aircraft to estimated net realizable value and
a $17 million gain resulting from the final settlement for overpayment of
annuities purchased in 1985 to cover certain vested pension benefits.
Interest income increased $11 million due principally to interest received in
connection with the same settlement. In 1992, "Miscellaneous, net" also
included gains on disposition of property of $32 million, a charge of $13
million to record the cash settlement of class action claims resulting from
litigation relating to the use of airline fare data.
OTHER INFORMATION
Deferred Tax Asset -
United's consolidated balance sheet at December 31, 1994 includes a net
cumulative deferred tax asset of $634 million, compared to $697 at December
31, 1993. The net deferred tax asset is composed of approximately $1.9
billion of deferred tax assets and approximately $1.3 billion of deferred tax
liabilities. The deferred tax assets include, among other things, $536
million related to obligations for postretirement and other employee
benefits, $472 million related to gains on sales and leasebacks, $260 million
related to alternative minimum tax ("AMT") credit carryforwards and $40
million of state net operating loss ("NOL") carryforwards. The AMT credit
carryforwards do not expire; the state NOL carryforwards begin to expire in
1997 if not utilized prior to that time.
The majority of the deferred tax assets will be realized through
reversals of existing deferred tax liabilities with similar reversal
patterns. To realize the benefits of the remaining deferred tax assets
relating to temporary differences, United needs to generate approximately
$1.2 billion in future taxable income.
Although United experienced book and tax losses in both 1993 and 1992,
1994 resulted in book and taxable income.
<TABLE>
<CAPTION>
Following is a summary of United's pretax book income and taxable income, and
the significant differences between them, for the last three years (in
millions):
1994 1993 1992
<S> <C> <C> <C>
Pretax book income (loss) $ 153 $ (26) $(602)
Gains on sale and leasebacks 79 15 304
Depreciation, capitalized interest
and transfers of tax benefits (265) (313) (278)
Rent expense 122 142 127
Nondeductible employee meals 57 22 22
Pension expense (46) (156) (95)
Other employee benefits 91 37 36
Gains on asset dispositions (4) (34) (3)
ESOP transaction costs 55 - -
Other, net (12) 63 (13)
Taxable income (loss) $ 230 $(250) $(502)
</TABLE>
While the losses in 1992 and 1993 were largely attributable to events
beyond management's control, including the unanticipated duration of the
recession in both the U. S. and other areas of the world and the
proliferation of numerous low-cost air carriers, United has taken several
steps to reduce costs and improve profitability. Most notably, the employee
investment transaction and recapitalization was partially responsible for
United's improved operating results in 1994 versus 1993, and is expected to
continue to improve the financial stability and profitability of the
company. The recapitalization put in place a lower cost structure which is
designed to allow United to compete effectively against low-cost carriers.
The transaction also facilitated the creation of a low-cost short-haul
operation, Shuttle by United, the benefits of which are expected to increase
as it expands into additional markets. Other actions taken by United to
improve profitability include the discontinuance of service at 15
unprofitable domestic and international stations and the planned reduction
of capacity in 1995 on certain unprofitable routes such as those to Hawaii.
Resources are expected to be re-allocated to areas that currently benefit
the company the most - the Shuttle and the expanding Denver hub.
Severe competition in the airline industry, particularly by new entry
and low-fare carriers, and the general economic outlook could continue to
negatively affect United's operating results. However, the benefits
expected to be derived from the recapitalization and the new era of employee
ownership should further improve United's financial results.
United's ability to generate sufficient amounts of taxable income from
future operations is dependent upon numerous factors, including general
economic conditions, inflation, oil prices, the state of the industry and
other factors beyond management's control. There can be no assurances that
United will meet its expectation of future taxable income. However, based
on the above factors, including the extended period over which
postretirement benefits will be recognized, and the indefinite carryforward
period for AMT credits, management believes it is more likely than not that
future taxable income will be sufficient to utilize the cumulative deferred
tax assets at December 31, 1994.
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. At sites where the EPA has commenced
remedial litigation, potential liability is joint and several. United's
alleged proportionate contributions at the sites are minimal. 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. Such accruals have not been material. 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.
United has certain other contingencies resulting from 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 United's financial condition, operating results
or liquidity.
Energy Tax -
The Omnibus Budget Reconciliation Act of 1993 signed into law on August
10, 1993, imposes a 4.3 cent per gallon tax on commercial aviation jet fuel
purchased for use in domestic operations. This new fuel tax is scheduled to
become effective October 1, 1995, and continue until October 1, 1998. Based
on United's 1994 domestic fuel consumption of 1.7 billion gallons, the new
fuel tax, when effective, is expected to increase United's operating
expenses by approximately $75 million annually. United, through the Air
Transportation Association, is actively lobbying for repeal of this tax.
Foreign Currency Transactions -
United generates revenues and incurs expenses in numerous foreign
currencies; however, United mitigates its exposure to foreign exchange rate
fluctuations by converting excess local currencies generated to U.S.
dollars. In addition, United has exposure to transaction gains and losses
resulting from rate fluctuation. The foreign exchange gains and losses
recorded by United result from the impact of exchange rate changes on
foreign currency-denominated assets and liabilities, primarily Japanese
yen-denominated balances. To the extent such balances are predictable,
United attempts to minimize transaction gains and losses by investing in
yen-denominated time deposits to offset the impact of rate changes on
certain liabilities. In addition, United entered into a foreign currency
swap contract in 1994 to reduce exposure to currency fluctuations in
connection with other long-term yen-denominated obligations. Foreign
currency gains and losses on the swap contract are included in income
currently, exactly offsetting the foreign currency losses and gains on the
obligations being hedged.
Changes Expected to Impact 1995 -
In October 1994, United announced that it will discontinue service to
15 unprofitable destinations by early 1995 and will reallocate resources
elsewhere, including the Shuttle. United will incur certain route
restructuring costs, which are expected to be immaterial. However, this
restructuring is expected to result in improvements to operating earnings of
approximately $25 million annually. In addition, increased rent associated
with new airport facilities in Denver and Osaka is expected to increase 1995
operating expenses by approximately $140 million.
In February 1995, United announced that it would put in place a new
travel agency commission payment plan that offers a maximum of $50 for
round-trip domestic tickets and a maximum of $25 for one-way domestic
tickets. The new commission plan will be implemented in the first quarter
of 1995, and will apply to all tickets issued by U. S. travel agents for
travel within and between the continental United States, Alaska, Hawaii,
Puerto Rico and the U. S. Virgin Islands. Litigation has been initiated
challenging this payment plan.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors,
United Air Lines, Inc.:
We have audited the accompanying statement of consolidated financial
position of United Air Lines, Inc. (a Delaware corporation) and subsidiary
companies as of December 31, 1994 and 1993, and the related statements of
consolidated operations, consolidated cash flows and consolidated
shareholder's equity for each of the three years in the period ended
December 31, 1994. 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 financial statements referred to above present
fairly, in all material respects, the financial position of United Air
Lines, Inc. and subsidiary companies as of December 31, 1994 and 1993, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
As discussed in notes 6 and 13 to the consolidated financial
statements, effective January 1, 1992, the Company changed its methods of
accounting for income taxes and postretirement benefits other than
pensions.
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 23, 1995
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED OPERATIONS
(In Millions)
<TABLE>
<CAPTION>
Year Ended December 31
1994 1993 1992
<S> <C> <C> <C>
Operating revenues:
Passenger $12,295 $11,799 $10,483
Cargo 685 657 602
Other operating revenues 907 712 603
13,887 13,168 11,688
Operating expenses:
Salaries and related costs 4,680 4,695 4,487
ESOP compensation expense 182 - -
Aircraft fuel 1,585 1,718 1,679
Rentals and landing fees 1,564 1,466 1,297
Commissions 1,426 1,314 1,175
Purchased services 947 974 926
Depreciation and amortization 725 722 695
Food and beverages 479 317 341
Aircraft maintenance 410 366 306
Personnel expenses 248 260 266
Advertising and promotion 165 163 214
Other operating expenses 963 878 798
13,374 12,873 12,184
Earnings (loss) from operations 513 295 (496)
Other income (expense):
Interest expense (362) (347) (316)
Interest capitalized 41 51 92
Interest income 68 75 64
Equity in earnings (loss) of affiliates 20 (30) 42
Miscellaneous, net (127) (70) 12
(360) (321) (106)
Earnings (loss) before extraordinary item,
income taxes and cumulative effect
of accounting changes 153 (26) (602)
Provision (credit) for income taxes 87 (9) (216)
Earnings (loss) before extraordinary item and
cumulative effect of accounting changes 66 (17) (386)
Extraordinary loss on early
extinguishment of debt, net of tax - (19) -
Cumulative effect of accounting changes (26) - (547)
Net earnings (loss) $ 40 $ (36) $ (933)
The accompanying notes to consolidated financial
statements are an integral part of these statements.
</TABLE>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED FINANCIAL POSITION
(In Millions)
<TABLE>
<CAPTION>
December 31
Assets 1994 1993
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 444 $ 285
Short-term investments 857 681
Receivables, less allowance for doubtful
accounts (1994 - $22; 1993 - $22) 887 1,092
Related party receivables 77 397
Aircraft fuel, spare parts and supplies, less
obsolescence allowance (1994 - $44; 1993 - $69) 285 277
Refundable income taxes - 47
Deferred income taxes 155 127
Prepaid expenses 335 361
3,040 3,267
Operating property and equipment:
Owned -
Flight equipment 7,479 7,899
Advances on flight equipment 713 589
Other property and equipment 2,619 2,658
10,811 11,146
Less - Accumulated depreciation and amortization 4,775 4,678
6,036 6,468
Capital leases -
Flight equipment 1,028 1,027
Other property and equipment 104 104
1,132 1,131
Less - Accumulated amortization 447 395
685 736
6,721 7,204
Other assets:
Intangibles, less accumulated amortization
(1994 - $195; 1993 - $165) 762 789
Deferred income taxes 479 570
Related party receivables 570 -
Other 380 323
2,191 1,682
$11,952 $12,153
The accompanying notes to consolidated financial
statements are an integral part of these statements.
</TABLE>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED FINANCIAL POSITION
(In Millions, Except Share Data)
<TABLE>
<CAPTION>
December 31
Liabilities and Shareholder's Equity 1994 1993
<S> <C> <C>
Current liabilities:
Short-term borrowings $ 269 $ 315
Long-term debt maturing within one year 364 125
Current obligations under capital leases 75 62
Advance ticket sales 1,020 1,036
Accounts payable 657 632
Accrued salaries, wages and benefits 841 941
Accrued aircraft rent 803 886
Other accrued liabilities 864 878
4,893 4,875
Long-term debt 2,849 2,603
Long-term obligations under capital leases 727 824
Other liabilities and deferred credits:
Deferred pension liability 520 571
Postretirement benefit liability 1,148 1,058
Deferred gains 1,363 1,400
Other 459 113
3,490 3,142
Minority interest 49 35
Shareholder's equity:
Common stock, $5 par value; authorized,
1,000 shares; outstanding 200 shares - -
Additional capital invested - 839
ESOP capital 266 -
Retained earnings (deficit) (214) (95)
Unearned ESOP preferred stock (83) -
Other (25) (70)
(56) 674
Commitments and contingent liabilities (Note 16)
$11,952 $12,153
The accompanying notes to consolidated financial
statements are an integral part of these statements.
</TABLE>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(In Millions)
<TABLE>
<CAPTION>
Year Ended December 31
1994 1993 1992
<S> <C> <C> <C>
Cash and cash equivalents at beginning of year $ 285 $ 454 $ 437
Cash flows from operating activities:
Net earnings (loss) 40 (36) (933)
Adjustments to reconcile to net cash provided by
operating activities -
ESOP compensation expense 182 - -
Cumulative effect of accounting change 26 - 547
Extraordinary loss on debt extinguishment - 19 -
Deferred pension expense 276 242 165
Deferred postretirement benefit expense 145 89 75
Depreciation and amortization 725 722 695
Provision (credit) for deferred income taxes 58 (59) (128)
Undistributed (earnings) losses of affiliates (19) 42 (27)
Decrease (increase) in receivables 205 (20) (144)
Increase in related party receivables (197) (39) (309)
Decrease (increase) in other current assets 40 15 (67)
Increase (decrease) in advance ticket sales (16) (31) 184
Increase in accrued income taxes 68 39 191
Increase (decrease) in accounts payable
and accrued liabilities (404) (124) 134
Amortization of deferred gains (85) (83) (82)
Other, net 149 42 (14)
1,193 818 287
Cash flows from investing activities:
Additions to property and equipment (627) (1,484) (2,458)
Proceeds on disposition of property and equipment 425 1,156 2,363
Decrease (increase) in short-term investments (160) 114 (84)
Acquisition of intangibles - (3) (146)
Increase in loans to affiliates (6) (22) (48)
Other, net 28 7 (24)
(340) (232) (397)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 735 99 197
Repayment of long-term debt (255) (664) (83)
Principal payments under capital leases (87) (55) (50)
Dividend to parent company (1,041) - -
Capital contributions from parent company - - 60
Increase (decrease) in short-term borrowings (46) (135) 1
Other, net - - 2
(694) (755) 127
Increase (decrease) in cash and cash equivalents
during the year 159 (169) 17
Cash and cash equivalents at end of year $ 444 $ 285 $ 454
The accompanying notes to consolidated financial
statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED SHAREHOLDER'S EQUITY
(In Millions)
Unearned
Additional ESOP
Common Capital ESOP Retained Preferred
Stock Invested Capital Earnings Stock Other Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991 $ - $ 756 $ - $ 874 $ - $(17) $ 1,613
Year ended December 31, 1992:
Net loss - - - (933) - - (933)
Capital contribution from
parent company - 60 - - - - 60
Pension liability
adjustment - - - - - (8) (8)
Other - - - - - 6 6
Balance at December 31, 1992 - 816 - (59) - (19) 738
Year ended December 31, 1993:
Net loss - - - (36) - - (36)
Pension liability
adjustment - - - - - (45) (45)
Unearned compensation of
parent company
restricted stock plan - 16 - - - (16) -
Other - 7 - - - 10 17
Balance at December 31, 1993 - 839 - (95) - (70) 674
Year ended December 31, 1994:
Net earnings - - - 40 - - 40
Dividend to parent company - (884) - (160) - - (1,044)
Unearned compensation from
issuance of ESOP
preferred stock - - 227 - (227) - -
Unearned compensation of
parent company
restricted stock plan - 10 - - - (10) -
Amortization of unearned
compensation under
ESOPs and restricted
stock plan - - 39 - 144 21 204
Pension liability
adjustment - - - - - 37 37
Other - 35 - 1 - (3) 33
Balance at December 31, 1994 $ - $ - $266 $(214) $ (83) $(25) $ (56)
The accompanying notes to consolidated financial
statements are an integral part of these statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Consolidation-
United Air Lines, Inc. ("United" or "the Company") is a wholly-owned
subsidiary of UAL Corporation ("UAL"). The consolidated financial
statements include the accounts of United and all of its subsidiaries. All
significant intercompany transactions are eliminated. Investments in
affiliates are carried on the equity basis.
(b) Accounting Changes-
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 112, "Employers' Accounting for
Postemployment Benefits," resulting in a cumulative after-tax charge of $26
million (see Note 13) and SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" (see Note 14).
Effective January 1, 1992, the Company adopted SFAS No. 106,
"Employers Accounting for Postretirement Benefits Other Than Pensions" (see
Note 13) and SFAS No. 109, "Accounting for Income Taxes" (see Note 6).
(c) Reclassification-
In 1994, United began recording certain air transportation price
adjustments, which were previously recorded as commissions, as adjustments
to revenue. Certain amounts in the Statements of Consolidated Operations
for 1993 and 1992 and these Notes to Consolidated Financial Statements have
been reclassified to conform with the current presentation.
(d) 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.
(e) Foreign Currency Transactions-
Monetary assets and liabilities denominated in foreign currencies are
converted at exchange rates in effect at the balance sheet date. The
resulting foreign exchange gains and losses are charged or credited directly
to income. United has entered into a foreign currency swap contract to
reduce exposure to certain currency fluctuations. Foreign currency gains
and losses on the contract are included in income currently, exactly
offsetting the foreign currency losses and gains on the obligations.
Foreign exchange gains and losses on foreign currency call options which
were previously used to hedge foreign currency obligations were also charged
or credited directly to income.
(f) 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 an original
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.
(g) 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.
(h) Operating Property and Equipment-
Owned operating property and equipment is stated at cost. Property
under capital leases, and the related obligation for future minimum 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 10 to
25 years; buildings are depreciated over lives of 25 to 45 years; and
other property and equipment are depreciated over lives of three 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 19 years for
aircraft and flight simulators and 25 years to 40 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.
(i) Intangibles-
Intangibles consist primarily of route acquisition costs, slots and
intangible pension assets (see Note 12). Route acquisition costs and
slots are amortized over 40 years and 5 years, respectively.
(j) Mileage Plus Awards-
United accrues the estimated incremental cost of providing free
travel awards earned under its Mileage Plus frequent flyer program when
such award levels are reached.
(k) 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.
(l) Interest Rate Swap Agreements-
United enters into interest rate swap agreements to hedge interest
rate exposure on certain obligations. The differential to be paid or
received under the swap agreements is charged or credited to interest
expense or rental expense depending on the obligation.
(2) Employee Investment Transaction and Recapitalization
On July 12, 1994, the shareholders of UAL approved a plan of
recapitalization to provide an approximately 55% equity interest in UAL
(subject to increase to up to 63%) to certain employees of United in
exchange for wage concessions and work-rule changes. The employees'
equity interest will be allocated to individual employees through the year
2000 under Employee Stock Ownership Plans ("ESOPs") which were created as
a part of the recapitalization. Pursuant to the terms of the plan of
recapitalization, holders of old UAL common stock received approximately
$2.1 billion in cash and the remaining 45% (subject to decrease down to
37%) of the equity in the form of new common stock. In connection with
the recapitalization, United issued $370 million of 10.67% debentures due
in 2004 and $371 million of 11.21% debentures due in 2014 and paid a
dividend of $1.041 billion to UAL. Pretax costs of $169 million were
incurred in connection with the recapitalization, including transaction
costs and severance payments to certain former United employees. Of these
costs, $48 million were recorded as operating expenses while the remaining
$121 million were recorded in "Miscellaneous, net."
(3) Employee Stock Ownership Plans
The ESOPs established as part of the recapitalization cover United's
pilots, U.S. management and salaried employees, and U.S. union ground
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 while the Supplemental ESOP is not a tax qualified
plan. The purpose of having the three ESOPs is to deliver the agreed-upon
shares to employees in a manner which utilizes the tax incentives
available to tax qualified ESOPs to the greatest degree possible.
Accordingly, shares are delivered to employees primarily through the
Leveraged ESOP, secondly, through the Non-Leveraged ESOP, and lastly,
through the Supplemental ESOP.
The equity interests are being delivered to employees through two
classes of UAL preferred stock (Class 1 and Class 2 ESOP Preferred Stock,
collectively "ESOP Preferred Stock"). The Class 1 ESOP Preferred Stock
will be issued to an ESOP trust in seven separate sales through January 1,
2000 under the Leveraged ESOP, one of which took place at the time of the
recapitalization. Based on Internal Revenue Code limitations, shares of
the Class 2 ESOP Preferred Stock will either be contributed to the
Non-Leveraged ESOP or allocated as "book-entry shares" to the Supplemental
ESOP, annually through the year 2000.
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 the Class 1 ESOP Preferred Stock are sold to an ESOP trust, the
Company reports the issuance as a credit to ESOP capital and a
corresponding charge to unearned ESOP preferred stock. As the shares are
earned by employees in exchange for services performed, the shares are
committed to be released. 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 ESOP capital.
For the Non-Leveraged ESOP, the Class 2 ESOP Preferred Stock is recorded
as ESOP capital as the shares are committed to be contributed in exchange
for employee services, with the offsetting entry to ESOP compensation
expense. The ESOP compensation expense is based on the average fair value
of the shares committed to be contributed, in accordance with the SOP.
The Supplemental ESOP is being accounted for under Accounting Principle
Board Opinion 25, "Accounting for Stock Issued to Employees." The
unearned ESOP preferred stock, ESOP capital and ESOP compensation expense
are recorded by United since participants in the ESOPs are employees of
United.
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
fair value of such shares at December 31, 1994 was insignificant.
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 by UAL 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 1994, the Company recorded $182 million of ESOP compensation
expense for the period July 13 through December 31, 1994. At December 31,
1994, the year-end allocation of Class 1 ESOP Preferred Stock to employee
accounts had not yet been completed. There were 1,131,912 shares of Class
1 ESOP Preferred Stock committed to be released and 657,673 shares held in
suspense by the ESOP as of December 31, 1994. For the Class 2 ESOP
Preferred Stock, 316,472 shares were committed to be contributed to
employees at December 31, 1994. The fair value of the unearned ESOP
shares recorded on the balance sheet at December 31, 1994 was $79 million.
(4) Affiliates
United owns 38% of the Galileo International Partnership ("Galileo")
through a wholly-owned subsidiary. United's investment in Galileo, which
owns the Apollo and Galileo computer reservations systems, is carried on
the equity basis. United also owns 77% of the Apollo Travel Services
Partnership ("ATS"), which markets the Apollo computer reservations
systems to travel agencies in the U. S. and Mexico, and its accounts are
consolidated. Prior to a September 1993 merger, United owned 50% of the
Covia Partnership ("Covia") and 25.6% of Galileo Ltd., Galileo's and ATS's
predecessor companies, which were accounted for on the equity basis. The
consolidation of ATS resulted in non-cash increases of $78 million in
assets, $46 million in liabilities and $34 million in minority interests
as of the date of the merger.
Under operating agreements with Covia prior to the merger, United
provided certain computer support services for, and purchased computer
reservation services, communications and other information from, Covia.
Revenues derived from the sale of services to Covia amounted to
approximately $21 million in 1993 and $22 million in 1992. The cost to
United of services purchased from Covia amounted to approximately $168
million in 1993 and $219 million in 1992. Under operating agreements with
Galileo subsequent to the merger, United purchases computer reservation
services from Galileo and provides marketing, sales and communication
services to Galileo. Revenues derived from the sale of services to
Galileo amounted to approximately $233 million in 1994 and $58 million in
1993. The cost to United of services purchased from Galileo amounted to
approximately $94 million in 1994 and $47 million in 1993.
<TABLE>
<CAPTION>
Summarized financial information of Galileo follows (in millions):
December 31,
1994 1993
<S> <C> <C>
Current assets $134 $141
Non-current assets 421 467
Total assets 555 608
Current liabilities 195 173
Long-term liabilities 321 440
Total liabilities 516 613
Net assets $ 39 $ (5)
Period From
Twelve Months September 16,
Ended 1993 Through
December 31, December 31,
1994 1993
Services revenues $801 $ 186
Costs and expenses 752 327
Net earnings (loss) $ 49 $(141)
</TABLE>
During 1993, Galileo recorded $114 million of charges which included the
cost of eliminating duplicate facilities and operations.
(5) Other Income (Expense) - Miscellaneous
<TABLE>
<CAPTION>
Other income (expense) - miscellaneous, net consisted of the following:
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Foreign exchange gains or losses $ 15 $(20) $ 2
Amortization of hedge transaction costs (6) (6) (4)
Net gains on disposition of property
or rights 7 2 41
Minority interests (22) (1) -
Recapitalization transaction costs (121) - -
Write down of aircraft to net
realizable value - (59) -
Gain on settlement of 1985 annuity purchases - 17 -
Settlement of class action claims
regarding airline fare data - - (13)
Other - (3) (14)
$(127) $(70) $ 12
</TABLE>
(6) Income Taxes
United, its subsidiaries and other affiliated companies file a
consolidated federal income tax return with UAL. Under an intercompany
tax allocation policy, United and its subsidiaries compute, record, and
pay UAL for their own tax liability as if they were separate companies
filing separate tax returns. In determining their own tax liabilities,
United and each of its subsidiaries take into account all tax credits or
benefits generated and utilized as separate companies, and they are
compensated for the aforementioned tax benefits only if they would be able
to use those benefits on separate company bases.
In 1994, United was subject to the alternative minimum tax ("AMT").
The federal income tax liability is the greater of the tax computed using
the regular tax system or the tax under the AMT system. Certain
preferences, mainly depreciation adjustments, have caused alternative
minimum taxable income and the resulting AMT liability to exceed regular
taxable income and the regular tax liability. The excess of the AMT
liability over the regular tax liability produces AMT credits which are
carried forward indefinitely.
<TABLE>
<CAPTION>
The provision (credit) for income taxes is summarized as follows:
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Current-
Federal $ 25 $ 50 $ (85)
State 3 - (3)
28 50 (88)
Deferred-
Federal 54 (68) (114)
State 5 9 (14)
59 (59) (128)
$ 87 $ (9) $(216)
</TABLE>
<TABLE>
<CAPTION>
The income tax provision (credit) differed from amounts computed at
the statutory federal income tax rate, as follows:
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Income tax provision (credit)
at statutory rate $ 54 $ (9) $(205)
State income taxes, net of
federal income tax benefit 5 6 (11)
Nondeductible employee meals 22 8 8
Nondeductible ESOP transaction costs 21 - -
Foreign sales corporation benefit (1) (1) (6)
Rate change effect (14) (9) -
Foreign tax credits (3) (3) (2)
Other, net 3 (1) -
Income tax provision (credit)
as reported $ 87 $ (9) $(216)
</TABLE>
United adopted SFAS No. 109 "Accounting for Income Taxes," effective
January 1, 1992. This statement provides for an asset and liability
approach to accounting for income taxes. United recognized a tax benefit
of $33 million for the cumulative effect of adopting SFAS No. 109.
Deferred income taxes (credit) for 1993 and 1992 reflect the impact of
"temporary differences" between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws.
These temporary differences are determined in accordance with SFAS No. 109
and are more inclusive in nature than "timing differences" as determined
under previously applicable accounting principles.
<TABLE>
<CAPTION>
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities for 1994 and 1993 are as
follows:
1994 1993
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
(In Millions)
<S> <C> <C> <C> <C>
Employee benefits, including
postretirement medical $ 536 $ 13 $ 598 $ 31
Prepaid commissions - 52 - 49
Depreciation, capitalized
interest and transfers of
tax benefits - 1,044 - 1,105
Gains on sale and leasebacks 472 - 480 -
Rent expense 254 - 207 -
AMT credit carryforward 260 - 202 -
Foreign exchange
gains and losses 98 - 84 -
Frequent flyer accrual 70 - 72 -
Net operating loss carryforwards 40 - 27 -
Other 155 142 268 56
$1,885 $1,251 $1,938 $1,241
</TABLE>
United has determined, based on its history of operating earnings and
expectations of future taxable income, that it is more likely than not that
the deferred tax assets at December 31, 1994 will be realized.
At December 31, 1994, United and its subsidiaries had $260 million of
federal AMT credit carryforwards available for an indefinite period and $40
million of state tax benefit from net operating loss carryforwards expiring
between 1997 and 2009.
(7) Short-Term Borrowings
At December 31, 1994 and 1993, United had outstanding $269 million and
$315 million, respectively, in short-term borrowings, bearing average
interest rates of 5.63% and 3.34%, respectively. Receivables amounting to
$426 million at December 31, 1994 and $367 million at December 31, 1993
were pledged by United to secure repayment of such outstanding borrowings.
The maximum available amount of borrowings under this arrangement is $360
million.
(8) Long-Term Debt
<TABLE>
<CAPTION>
A summary of long-term debt, excluding current maturities, as of
December 31 is as follows (interest rates are as of December 31, 1994):
1994 1993
(In Millions)
<S> <C> <C>
Secured notes, 5.975% to 11.54%, averaging
8.41%, due through 2014 $ 1,075 $ 1,399
Debentures, 6.75% to 11.21%, averaging 10.03%,
due 1997 to 2021 1,591 1,000
Deferred purchase certificates, Japanese yen-
denominated, 7.75%, due through 1998 169 178
Promissory notes, 5.75% to 6.82%, averaging
6.03%, due through 1998 34 41
2,869 2,618
Unamortized discount on debt (20) (15)
$ 2,849 $ 2,603
</TABLE>
In connection with the July 1994 recapitalization, United issued $370
million of 10.67% debentures due in 2004 and $371 million of 11.21%
debentures due in 2014. The debentures are unsecured obligations.
In the second quarter of 1993, United retired $500 million of senior
subordinated notes. The notes were scheduled to mature in 1995 ($150
million) and 1998 ($350 million). An extraordinary loss of $19 million,
after tax benefits of $9 million, was recorded in the first quarter of
1993, based on United's stated intention to retire the notes.
In addition to scheduled principal payments, in 1994 United repaid
secured notes in the principal amount of $177 million. In January and
February 1995, United repaid an additional $101 million in principal amount
of secured notes and $150 million in principal amount of debentures,
respectively, resulting in an insignificant loss. At December 31, 1994,
United had outstanding a total of $316 million of long-term debt bearing
interest at rates 85 to 128 basis points over the London interbank offered
rate ("LIBOR"). In connection with certain of these debt financings,
United has entered interest rate swap agreements to effectively fix
interest rates at December 31, 1994 between 8.554% and 8.6% on $71 million
of notional amount (See Note 19).
Maturities of long-term debt for each of the four years after 1995
are: 1996 -- $118 million; 1997 -- $220 million; 1998 -- $188 million; and
1999 -- $47 million. Various assets, principally aircraft, having an
aggregate book value of $1.380 billion at December 31, 1994, were pledged
under various loan agreements.
At December 31, 1994, UAL and United had an effective shelf
registration statement on file with the Securities and Exchange Commission
to offer up to $1.035 billion of securities, including secured and
unsecured debt, equipment trust and pass through certificates, equity or a
combination thereof. UAL's ability to issue equity securities is limited
by its certificate of incorporation, which was restated in connection with
the recapitalization.
(9) 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.
<TABLE>
<CAPTION>
Future minimum lease payments as of December 31, 1994, under capital leases
and operating leases having initial or remaining noncancelable lease terms
of more than one year are as follows:
Operating Capital
Leases Leases
(In Millions)
<S> <C> <C>
Payable during-
1995 $ 1,314 $ 142
1996 1,335 143
1997 1,320 138
1998 1,354 143
1999 1,176 119
After 1999 19,929 556
Total minimum lease payments $26,428 1,241
Imputed interest (at rates of 5.3%
to 12.2%) (439)
Present value of minimum lease payments 802
Current portion (75)
Long-term obligations under capital leases $ 727
</TABLE>
As of December 31, 1994, United leased 315 aircraft, 45 of which
were under capital leases. These leases have terms of four to 26 years,
and expiration dates range from 1996 through 2018. Under the terms of
leases for 306 of the aircraft, United has the right of first refusal to
purchase, at the end of the lease term, certain aircraft at fair market
value and others at either fair market value or a percentage of cost.
United has 21 Airbus A320-200 aircraft under 24-year operating leases
which are cancelable upon eleven months notice during the initial 10 years
of the leases.
Amounts charged to rent expense, net of minor amounts of sublease
rentals, were $1.254 billion in 1994, $1.176 billion in 1993, and $1.021
billion in 1992. Included in rent expense were insignificant amounts of
contingent rentals, resulting from changes in interest rates for operating
leases under which the rent payments are based on variable interest rates.
In connection with certain of these leases, United has entered interest
rate swap agreements (See Note 15).
(10) Foreign Operations
United conducts operations in various foreign countries, principally
in the Pacific, Europe and Latin America. Operating revenues from foreign
operations were approximately $4.920 billion in 1994, $4.500 billion in
1993 and $3.890 billion in 1992.
(11) Related Party Transactions
In 1994, United paid a cash dividend of $1.041 billion to UAL. In
1992, UAL made a capital contribution of $60 million to United. At
December 31, 1994 and 1993, United had accounts receivable from UAL of
$561 million and $361 million, respectively.
Certain officers and key employees of United participate in UAL
stock award plans. Under UAL's incentive stock option program, stock
appreciation rights ("SARs") were granted in tandem with certain stock
options prior to 1992. On exercise of these SARs, holders would receive
in cash 100% of the appreciation in fair market value of the UAL shares
subject to the SAR. The estimated payment value of SARs, net of market
value adjustments, was charged to United's earnings over the vesting
period. In 1992, all active officers relinquished their SARs but retained
the tandem stock options. 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 exercise the cashless
exercise features of stock options. For outstanding options eligible for
cashless exercise, changes in the market price of the stock are charged to
earnings currently. At December 31, 1994, 12,927 SARs were outstanding
with an average exercise price of $75.70 per old share of UAL common stock
and option holders were eligible for cashless exercise in connection with
1,068,173 outstanding options with an average exercise price of $133.76
per old share of UAL common stock. The expense (credit) recorded for SARs
and cashless exercises was $15 million in 1994, $1 million in 1993 and
$(1) million in 1992.
Key officers and employees of United have also been awarded shares
of restricted UAL stock. These restricted shares generally vest over a
five-year period. Unvested shares are subject to certain transfer
restrictions and forfeiture under certain circumstances. Unearned
compensation, representing the fair market value of the stock on the date
of award, is amortized to salaries and related costs over the vesting
period. During 1993, 138,500 restricted shares were awarded to employees.
No restricted shares were issued during 1992. In 1994, 1993 and 1992,
9,800, 9,000 and 6,500 shares, respectively, were forfeited. As a result
of the 1994 recapitalization, all outstanding restricted shares became
vested at the time of the transaction and $12 million of compensation
expense was recorded for the remaining balance of unearned compensation
attributable to the outstanding shares. In 1994, subsequent to the
recapitalization, 112,767 restricted shares of new UAL common stock were
awarded, of which, 66,500 were still restricted as of December 31, 1994.
Additionally, 29,733 shares were reserved for future award.
Air Wis Services, Inc. ("Air Wis") became a wholly-owned subsidiary
of UAL in January 1992. Air Wis owns Air Wisconsin, Inc. In April 1993,
UAL transferred the Air Wisconsin, Inc. operations at Dulles to Atlantic
Coast Airlines. In September 1993, UAL transferred certain Air Wisconsin,
Inc. operations at O'Hare to United Feeder Services. In December 1993,
UAL transferred the jet operations of Air Wisconsin, Inc. to CJT Holdings.
These operations are being conducted by the counterparties in these
agreements under the United Express trade name. These actions have not
had a material effect on United's results of operations or financial
position. At December 31, 1994 and 1993, United had outstanding loans to
Air Wisconsin, Inc. in the amount of $86 million and $80 million,
respectively, bearing interest at market rates.
(12) Retirement Plans
The Company has various retirement plans which cover substantially
all employees. Defined benefit plans covering certain employees
(primarily union ground employees) provide a stated benefit for specified
periods of service, while defined benefit plans for other employees
provide benefits based on employees' years of service and average
compensation for a specified period of time before retirement. Pension
costs are funded to at least the minimum level required by the Employee
Retirement Income Security Act of 1974. The company also provides several
defined contribution plans which cover substantially all U. S. employees
who have completed one year of service. For certain groups of employees
(primarily pilots), the company contributes an annual amount on behalf of
each participant, calculated as a percentage of the participants' earnings
or a percentage of the participants' contributions.
<TABLE>
<CAPTION>
The following table sets forth the defined benefit plans' funded
status and amounts recognized in the statement of consolidated financial
position as of December 31:
1994 1993
Accumulated Accumulated
Benefits Benefits
Exceed Exceed
Assets Assets
(In Millions)
<S> <C> <C>
Actuarial present value of accumulated
benefit obligation $4,191 $4,200
Actuarial present value of projected
benefit obligation $4,577 $5,025
Plan assets at fair value 3,785 3,589
Projected benefit obligation in excess
of plan assets 792 1,436
Unrecognized net gain (loss) (13) (624)
Prior service cost not yet recognized
in net periodic pension cost (523) (455)
Remaining unrecognized net asset (3) 16
Adjustment required to recognize
minimum liability 302 346
Pension liability recognized in the statement
of consolidated financial position $ 555 $ 719
</TABLE>
For the valuation of pension obligations as of December 31, 1994 and
1993, the weighted average discount rates used were 8.75% and 7.5%,
respectively, and the rates of increase in compensation were 3.15% and
4.0%, respectively. Substantially all of the accumulated benefit
obligation is vested.
Total pension expense for all retirement plans (including defined
contribution plans) was $350 million in 1994, $346 million in 1993, and
$324 million in 1992.
Plan assets are invested primarily in governmental and corporate
debt instruments and corporate equity securities. The expected average
long-term rate of return on plan assets at December 31 was 9.75% for 1994,
9.75% for 1993 and 10.25% for 1992.
<TABLE>
<CAPTION>
The net periodic pension cost of defined benefit plans included the
following components:
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Service cost - benefits earned
during the year $ 216 $ 186 $ 180
Interest cost on projected
benefit obligation 379 356 320
Actual (return) loss on
plan assets 28 (310) (289)
Net amortization and deferral (351) 19 24
Net periodic pension cost $ 272 $ 251 $ 235
</TABLE>
(13) Other Employee Benefits
The Company provides certain health care benefits, primarily in the
U. S., to retirees and eligible dependents. Benefits are generally funded
from company assets on a current basis, although amounts sufficient to pay
claims incurred, but not yet paid, are held in trust. Certain plan
benefits are subject to co-payments, deductibles and other limits
described in the plans and the benefits are reduced once a retiree becomes
eligible for Medicare. The Company also provides certain life insurance
benefits to retirees. The assets to fund retiree life insurance benefits
are being held in a deposit trust administration fund with a major
insurance company. 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.
Effective January 1, 1992, the Company adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions".
This standard requires that the expected cost of postretirement benefits
be charged to expense during the years in which employees render service.
Upon adoption, the Company recorded a one-time pretax charge of $925
million ($580 million after tax) as the cumulative effect of accounting
change.
<TABLE>
<CAPTION>
Information on the plans' funded status, on an aggregate basis at
December 31, follows (in millions):
1994 1993
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ 383 $ 416
Other fully eligible participants 183 236
Other active participants 590 679
Total accumulated postretirement
benefit obligation 1,156 1,331
Unrecognized net gain (loss) 138 (149)
Fair value of plan assets (95) (91)
Accrued postretirement benefit obligation $1,199 $1,091
</TABLE>
<TABLE>
<CAPTION>
Net postretirement benefit costs included the following components (in
millions):
1994 1993 1992
<S> <C> <C> <C>
Service cost - benefits attributed to
service during the period $ 46 $ 38 $ 28
Amortization of unrecognized net loss 3 3 -
Interest cost on benefit obligation 95 92 83
Net postretirement benefit costs $144 $133 $111
</TABLE>
The discount rate used to estimate the accumulated postretirement
benefit obligation as of December 31, 1994 and 1993 was 8.75% and 7.5%,
respectively. The assumed health care cost trend rate was 10% and 11% for
1994 and 1993, respectively, declining annually to a rate of 4% by the year
2001 and remaining level thereafter. The effect of a 1% increase in the
assumed health care cost trend rate would increase the accumulated
postretirement benefit obligation at December 31, 1994, by $150 million and
the aggregate of the service and interest cost components of net
postretirement benefit cost for 1994 by $22 million.
The Company adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," effective January 1, 1994. SFAS No. 112 requires
recognition of the liability for postemployment benefits during the period
of employment. Such benefits include company paid continuation of group
life insurance and medical and dental coverage for certain employees after
employment but before retirement. The effect of adopting SFAS No. 112 was a
cumulative charge for recognition of the transition liability of $42
million, before tax benefits of $16 million. The ongoing expenses related
to postemployment benefits will vary based on actual claims experience.
(14) Investments in Debt Securities
The Company adopted SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities," effective January 1, 1994. The Company's
investments in such securities are included in "Cash and cash equivalents"
and "Short-term investments." The following information pertains to the
Company's investments in such securities at December 31, 1994 (in millions):
<TABLE>
<CAPTION>
Gross
Aggregate Unrealized Average
Fair Holding Cost Maturity
Value Losses Basis (Months)
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. government agency
debt securities $ 276 $ 2 $ 278 9
Corporate debt securities $ 282 $ 2 $ 284 10
Other debt securities $ 121 $ 1 $ 122 8
Held-to-maturity:
U.S. government agency
debt securities $ 80 $ - $ 80 6
Corporate debt securities $ 184 $ - $ 184 4
Other debt securities $ 352 $ - $ 352 2
</TABLE>
The net unrealized holding loss on available-for-sale securities
of $5 million has been recorded as a component of shareholders' equity,
net of related tax benefits. The proceeds from sales of
available-for-sale securities were $158 million in 1994. Such sales
resulted in insignificant gross realized gains and losses, based on the
cost of the specific securities sold. These gains and losses were
included in interest income for the year.
(15) Financial Instruments and Off-Balance-Sheet Risk
Balance Sheet Financial Instruments: Fair Values
The carrying amounts reported in the consolidated balance sheets
for cash and cash equivalents, short-term investments classified as
"held-to-maturity", and short-term borrowings approximate fair value due
to the immediate or short-term maturities of these financial
instruments. Investments in debt securities classified as
"available-for-sale" are stated at fair value based on the quoted market
prices for the securities (see note 14).
The fair value of long term debt, including debt due within one
year, is primarily based on the quoted market prices for the same or
similar issues or on the then current rates offered for debt with
similar terms and maturities. The fair value of long-term debt,
including debt due within one year, at December 31, 1994 and 1993 was
$2.938 billion and $2.928 billion, respectively, compared with carrying
values of $3.213 billion and $2.728 billion.
Off Balance Sheet Financial Instruments: Risks and Fair Values
United has entered interest rate swap agreements in order to
manage the interest rate exposure associated with certain variable rate
debt and leases. The swap agreements have remaining terms averaging 16
years, corresponding to the terms of the related debt or lease
obligations. Under the agreements, United makes payments to
counterparties at fixed rates and in return receives payments based on
LIBOR. United's theoretical risk in the swaps is the cost of replacing
the contracts at current market interest rates in the event of default
by any of the counterparties; however, United does not anticipate such
default since the counterparties are major financial institutions with
investment grade ratings by all rating agencies. In addition, the risk
of such default is mitigated by provisions in the contracts which
require either party to post increasing amounts of collateral as the
value of the contract moves against them. Counterparty credit risk is
further minimized by periodic settlements throughout the duration of the
contract. At December 31, 1994, a notional amount of $479 million of
interest rate swap agreements effectively fixed interest rates between
8.02% and 8.65% on such obligations. The fair values to United of
interest rate swap agreements at December 31, 1994 and 1993 were $26
million and $(8) million, respectively, taking into account interest
rates in effect at the time.
In the first quarter of 1994, United entered into a ten-year
foreign currency swap contract to reduce exposure to currency
fluctuations in connection with 29 billion of Japanese yen-denominated
obligations. The currency swap contract, which was designated as a
hedge, effectively fixed, at then current exchange rates, future
principal, interest and lease payments. The currency swap contract
exactly matches the cash flows and maturities of the obligations it
hedges. At December 31, 1994, the swap contract had a notional amount
of $293 million, which will reduce periodically as payments are made.
The fair value of the currency swap contract to United at December 31,
1994 was approximately $23 million based on the reduction in the yen to
dollar exchange rate since United entered into the contract.
United's theoretical risk in the currency swap is the cost of
replacing the contract at current market rates in the event of default
by the counterparty; however, United does not anticipate such default
since the counterparty is a major money center bank with an investment
grade rating by all rating agencies. Furthermore, the risk of such
default is mitigated by provisions in the contract which require either
party to post increasing amounts of collateral as either their credit
rating deteriorates or the value of the contract moves against them.
Counterparty credit risk is minimal since currency is exchanged
simultaneously throughout the duration of the contract.
The currency swap replaced short-term foreign currency call
options and forward contracts which expired under their own terms,
resulting in an insignificant loss that was included in income,
offsetting the insignificant gain recorded from the related obligations
that were being hedged. In October 1994, United terminated the portion
of the foreign currency swap contract hedging future interest payments
in connection with the Japanese yen-denominated obligations. While this
portion of the contract was in effect, foreign currency gains and losses
on it were deferred and included in interest as it accrued. The gain
resulting from the contract termination, net of losses previously
deferred in connection with the interest payments, is being deferred and
amortized over the remaining life of the obligations.
Financial Guarantees
As of December 31, 1994, United had guaranteed $77 million of
indebtedness of affiliates.
Special facility revenue bonds have been issued by certain
municipalities to build or improve airport 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, 1994, $860 million principal
amount of such bonds was outstanding. As of December 31, 1994, UAL and
United had jointly guaranteed $35 million of such bonds and United had
guaranteed $834 million of such bonds, including accrued interest.
Included in this amount are bonds issued by the City of Denver in
connection with the construction of certain United facilities at Denver
International Airport, which will replace Stapleton International
Airport in 1995.
Transfers of the tax benefits of accelerated depreciation and
investment tax credits associated with the acquisition of certain
equipment have been made previously by United to various tax lessors
through tax lease transactions. Proceeds from tax benefit transfers
were recognized as income in the year the lease transactions were
consummated. The subject equipment is being depreciated for book
purposes. United has agreed to indemnify (guaranteed in some cases by
UAL) the tax lessors against loss of such benefits in certain
circumstances and has agreed to indemnify others for loss of tax
benefits in limited circumstances for certain used aircraft purchased by
United subject to previous tax lease transactions. Certain tax lessors
have required that letters of credit be issued in their favor by
financial institutions as security for United's indemnity obligations
under the leases. The outstanding balance of such letters of credit
totaled $58 million at December 31, 1994. At that date, United had
granted mortgages on aircraft and engines having a total book value of
$238 million as security for indemnity obligations under tax leases and
letters of credit.
Concentration 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 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.
(16) Commitments and Contingent Liabilities
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 United's consolidated financial position
or results of operations.
At December 31, 1994, commitments for the purchase of property and
equipment, principally aircraft, approximated $3.9 billion after
deducting advance payments. An estimated $1.2 billion is expected to be
expended during 1995, $0.7 billion in 1996, $1.3 billion in 1997, $0.5
billion in 1998 and $0.2 billion in 1999 and thereafter. The major
commitments are for the purchase of thirty-four B777 aircraft, which are
expected to be delivered between 1995 and 1999.
In addition to the B777 order, United has arrangements with Airbus
and International Aero Engines to lease an additional 29 A320 aircraft,
which are scheduled for delivery through 1998. Under the agreement,
United is making advance payments through 1998 which are refundable upon
delivery of each aircraft.
At December 31, 1994, United also had purchase options for 162
B737 aircraft, 39 B757 aircraft, 34 B777 aircraft, 49 B747 aircraft, 8
B767 aircraft and 50 A320 aircraft. Under the terms of certain of these
options which are exercisable during the period 1995 through 1997,
United would forfeit significant deposits on such options it does not
exercise. Consistent with its revised capital spending plan, United has
recently cancelled options on certain aircraft.
United's Indianapolis Maintenance Center began operation in March
1994, initially performing maintenance on B737 aircraft. In December
1994, the UAL Board of Directors approved the relocation of B757 and
B767 airframe maintenance to the Indianapolis Maintenance Center.
Construction of certain B737 airframe facilities is still in process and
construction of facilities for the other fleet types will begin in 1995.
The facilities are being financed primarily with tax-exempt bonds and
other capital sources. In connection with incentives received, United
has agreed to reach an $800 million capital spending target and employ
at least 7,500 individuals.
(17) Statement of Consolidated Cash Flows - Supplemental Disclosures
<TABLE>
<CAPTION>
Supplemental disclosures of cash flow information and non-cash
investing and financing activities were as follows:
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Cash paid during the year for:
Interest (net of amounts
capitalized) $291 $319 $188
Income taxes $ 5 $ 43 $ 6
Non-cash transactions:
Capital lease obligations
incurred $ - $ 70 $276
Long-term debt incurred in
connection with additions
to equipment $ 21 $487 $755
Increase in pension intangible $ 13 $ 19 $ 8
Net unrealized loss on investments $ 3 $ - $ -
</TABLE>
(18) Other Matters
In 1993, United reached agreements to sell assets related to the
operation of 16 of its flight kitchens to Dobbs International Services,
Inc. and Caterair International Corp. for $119 million. These asset sales
were completed by June 1994 and resulted in an insignificant gain. Under
the agreements, the purchasers are providing catering services for United
at the airports served by the flight kitchens for seven years.
(19) Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Year
(In Millions)
<S> <C> <C> <C> <C> <C>
1994:
Operating revenues $3,173 $3,492 $3,799 $3,423 $13,887
Earnings (loss) from
operations (44) 171 310 76 513
Earnings (loss) before
cumulative effect of
accounting change (79) 54 81 10 66
Cumulative effect of
accounting change (26) - - - (26)
Net earnings (loss) $ (105) $ 54 $ 81 $ 10 $ 40
1993:
Operating revenues $3,001 $3,561 $3,591 $3,315 $13,168
Earnings (loss) from
operations (107) 93 288 21 295
Earnings (loss) before
extraordinary item (129) 27 151 (66) (17)
Extraordinary loss on
early extinguishment
of debt (19) - - - (19)
Net earnings (loss) $ (148) $ 27 $ 151 $ (66) $ (36)
</TABLE>
In 1994, United began recording certain air transportation price
adjustments, which were previously recorded as commissions, as adjustments
to revenue. The revenue amounts for 1993 above have been reclassified to
conform with the current presentation.
The Company adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," effective January 1, 1994. The effect of
adopting SFAS No. 112 was a cumulative charge for recognition of the
transition liability of $42 million, before tax benefits of $16 million.
In connection with the July 1994 recapitalization, the Company
incurred pretax costs of $19 million, $22 million and $128 million in the
first, second and third quarters, respectively, including transaction costs
and severance payments to certain former United employees. Of these costs,
$48 million were recorded as operating expenses in the third quarter, while
the remaining costs were recorded in "Miscellaneous, net."
In the second quarter of 1993, United retired $500 million of senior
subordinated notes. An extraordinary loss of $19 million, net of tax
benefits of $8 million, was recorded in the first quarter of 1993, based on
United's stated intention to retire the notes.
In the third quarter of 1993, United recorded a charge of $59 million
to reduce the net book value of 15 DC-10 aircraft to estimated net
realizable value. In addition, third quarter earnings included a $17
million gain and interest income of $27 million resulting from the final
settlement for overpayment of annuities purchased in 1985 to cover certain
vested pension benefits. The 1993 fourth quarter included $53 million of
equity in the loss of Galileo, which primarily reflects United's share of a
charge recorded by Galileo for the cost of eliminating duplicate facilities
and operations.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
No reportable event has occurred.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a) 1. The financial statements required
by this item are listed in Item 8, "Financial
Statements and Supplementary Data" herein.
2. The financial statement schedule required by
this item is listed below:
For the years ended December 31, 1994, 1993 and 1992:
II--Valuation and qualifying accounts
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. The exhibits required by this item are listed in
"Index to Exhibits" herein.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the fourth
quarter of 1994.
<TABLE>
<CAPTION>
United Air Lines, Inc. and Subsidiary Companies
Schedule II--Valuation and Qualifying Accounts
For the Year Ended December 31, 1994
Balance at Additions Charged to Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
(In Millions)
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful accounts $ 22 $ 25 $ - $ 25(1) $ 22
Obsolescence allowance -
Flight equipment spare parts $ 69 $ 12 $ 5 $ 42(2) $ 44
(1) Deduction from reserve for purpose for which reserve was created.
(2) Includes deduction from reserve for parts dispositions and write-offs and $22 million of reserves transferred in
connection with parts transferred to fixed asset accounts.
</TABLE>
<TABLE>
<CAPTION>
United Air Lines, Inc. and Subsidiary Companies
Schedule II--Valuation and Qualifying Accounts
For the Year Ended December 31, 1993
Balance at Additions Charged to Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
(In Millions)
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful accounts $ 12 $ 19 $ 7 $ 16(1) $ 22
Obsolescence allowance -
Flight equipment spare parts $ 46 $ 12 $26 $ 15(1) $ 69
(1) Deduction from reserve for purpose for which reserve was created.
</TABLE>
<TABLE>
<CAPTION>
United Air Lines, Inc. and Subsidiary Companies
Schedule II--Valuation and Qualifying Accounts
For the Year Ended December 31, 1992
Balance at Additions Charged to Balance at
Beginning Costs and Other End of
Description of Year Expenses Accounts Deductions Year
(In Millions)
<S> <C> <C> <C> <C> <C>
Reserve deducted from asset to which it applies:
Allowance for doubtful accounts $ 13 $18 $ - $ 19(1) $ 12
Obsolescence allowance -
Flight equipment spare parts $ 67 $12 $ 2 $ 35(2) $ 46
(1) Deduction from reserve for purpose for which reserve was created.
(2) Includes deduction from reserve for parts dispositions and write-offs and $15 million of reserves transferred in
connection with parts transferred to non-operating property.
</TABLE>
INDEX TO EXHIBITS
Exhibit Number Description
3.1 Restated Certificate of Incorporation as
filed in Delaware on July 12, 1994 (filed as
Exhibit 3.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
3.2 By-laws, as amended.
4.1 Registrant's indebtedness under any single
instrument does not exceed 10% of
Registrant's total assets on a consolidated
basis. Copies of such instruments will be
furnished to the Securities and Exchange
Commission upon request.
10.1 Letter Agreement No. 6-1162-JCM-500 dated
December 9, 1994 to Agreement dated December
18, 1990 between The Boeing Company, as
seller, and United Air Lines, Inc., and
United Worldwide Corporation, as buyer, for
the acquisition of Boeing 777-200 aircraft
(as previously amended and supplemented, "777-
200 Purchase Agreement" (filed as Exhibit
10.7 to UAL Corporation's (File No. 1-6033)
Annual Report on 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
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, (ii) Exhibit 10.2 to
UAL's Annual Report on Form 10-K for the year
ended December 31, 1993, and (iii) Exhibit
10.14 to UAL's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and
incorporated herein by reference)). (Exhibit
10.1 hereto is filed as Exhibit 10.27 to
UAL's Annual Report on Form 10-K for the year
ended December 31, 1994, and is incorporated
herein by reference with a request for
confidential treatment of certain portions.)
10.2 Letter Agreement 6-1171-FT-831 dated February
22, 1995 to 777-200 Purchase Agreement.
(Exhibit 10.2 hereto is filed as Exhibit
10.28 to UAL's Annual Report on Form 10-K for
the year ended December 31, 1994, and is
incorporated herein by reference with a
request for confidential treatment of certain
portions.)
10.3 Letter Agreements dated January 31, 1995 to
Agreement dated December 18, 1990 between The
Boeing Company, as seller, and United Air
Lines, Inc., and United Worldwide
Corporation, as buyer, for the acquisition of
Boeing 747-400 aircraft (as previously
amended and supplemented, "747-400 Purchase
Agreement" (filed as Exhibit 10.8 to UAL
Corporation's (File No. 1-6033) Annual Report
on 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 Annual Report on Form
10-K for the year ended December 31, 1991,
(ii) Exhibits 10.3, 10.4, 10.5, 10.6 and
10.22 to UAL's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993, (iii)
Exhibit 10.3 to UAL's Annual Report on Form
10-K for the year ended December 31, 1993,
and (iv) Exhibit 10.14 to UAL's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by
reference)). (Exhibit 10.3 hereto is filed
as Exhibit 10.29 to UAL's Annual Report on
Form 10-K for the year ended December 31,
1994, and is incorporated herein by reference
with a request for confidential treatment of
certain portions.)
10.4 Letter Agreement dated February 28, 1995 to
747-400 Purchase Agreement. (Exhibit 10.4
hereto is filed as Exhibit 10.30 to UAL's
Annual Report on Form 10-K for the year ended
December 31, 1994, and is incorporated herein
by reference with a request for confidential
treatment of certain portions.)
10.5 Letter Agreement dated February 10, 1995 to
A320 Purchase Agreement dated August 10, 1992
between AVSA, S.A.R.L., as seller, and United
Air Lines, Inc., as buyer, for the
acquisition of Airbus Industrie A320-200
model aircraft (as previously amended and
supplemented, "A320-200 Purchase Agreement"
(filed as Exhibit 10.14 to UAL Corporation's
(File No. 1-6033) Annual Report on Form 10-K
for the year ended December 31, 1992, and
incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.4 and 10.5
to UAL's Annual Report on Form 10-K for the
year ended December 31, 1993, and (ii)
Exhibits 10.15 and 10.16 to UAL's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by
reference)). (Exhibit 10.5 hereto is filed
as Exhibit 10.31 to UAL's Annual Report on
Form 10-K for the year ended December 31,
1994, and is incorporated herein by reference
with a request for confidential treatment of
certain portions.)
10.6 Agreement dated March 1, 1990 between The
Boeing Company and United Air Lines, Inc., as
amended and supplemented, for the acquisition
of Boeing 767-300ER aircraft (filed as
Exhibit (10)L to UAL Corporation's (File No.
1-6033) Annual Report on Form 10-K for the
year ended December 31, 1989, and
incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.7, 10.8,
10.9 and 10.10 to UAL's Annual Report on Form
10-K for the year ended December 31, 1991,
(ii) Exhibits 10.7, 10.8, 10.9, 10.10, 10.11,
10.12, 10.13 and 10.22 to UAL's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1993, and (iii) Exhibit 10.14 to
UAL's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, and incorporated
herein by reference).
10.7 Agreement dated April 26, 1989 between The
Boeing Company and United Air Lines, Inc., as
amended and supplemented, for the acquisition
of Boeing 757-200 and 737 aircraft (filed as
Exhibit (10)K to UAL Corporation's (File No.
1-6033) Annual Report on Form 10-K for the
year ended December 31, 1989, and
incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.12 and 10.13
to UAL's Annual Report on Form 10-K for the
year ended December 31, 1991, (ii) Exhibits
10.14, 10.15, 10.16, 10.17, 10.18, 10.19 and
10.22 to UAL's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993, and
(iii) Exhibit 10.14 to UAL's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference).
10.8 An amended and restated agreement, dated
March 19, 1992, between The Boeing Company
and United Air Lines, Inc., for the
acquisition of Boeing 737 aircraft (filed as
Exhibit 10.15 to UAL Corporation's (File No.
1-6033) Annual Report on Form 10-K for the
year ended December 31, 1992, and
incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.20, 10.21
and 10.22 to UAL's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993, and
(ii) Exhibit 10.14 to UAL's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference).
10.9 Letter Agreement among the State of Indiana,
the City of Indianapolis, the Indianapolis
Airport Authority and United Air Lines, Inc.
dated as of December 1, 1994, amending the
Agreement among the State of Indiana, the
City of Indianapolis, the Indianapolis
Airport Authority and United Air Lines, Inc.
dated November 21, 1991, concerning United's
aircraft maintenance facility (filed as
Exhibit 10.29 to UAL Corporation's (File No.
1-6033) Annual Report on Form 10-K for the
year ended December 31, 1991, and
incorporated herein by reference; supplements
thereto filed as Exhibits 10.9 and 10.10 to
UAL's Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated
herein by reference). (Exhibit 10.9 hereto
is filed as Exhibit 10.35 to UAL's Annual
Report on Form 10-K for the year ended
December 31, 1994, and is incorporated herein
by reference.)
12.1 Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Independent Public Accountants.
27 Financial Data Schedule.
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.
UNITED AIR LINES, INC.
By: /s/ Gerald Greenwald
Gerald Greenwald
Chairman and Chief Executive
Officer and a Director
(Principal Executive Officer)
By: /s/ Douglas A. Hacker
Douglas A. Hacker
Senior Vice President - Finance
(Principal Financial Officer)
By: /s/ Frederic F. Brace
Frederic F. Brace
Vice President and Controller
(Principal Accounting Officer)
March 8, 1995
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant as Directors as of
March 8, 1995.
By: /s/ Gerald Greenwald
Gerald Greenwald
By: /s/ John A. Edwardson
John A. Edwardson
By: /s/ Paul G. George
Paul G. George
By: /s/ James M. Guyette
James M. Guyette
By: /s/ Douglas A. Hacker
Douglas A. Hacker
By: /s/ Joseph R. O'Gorman
Joseph R. O'Gorman
By: /s/ Stuart I. Oran
Stuart I. Oran
Exhibit 3.2
As Amended
June 24, 1987
UNITED AIR LINES, INC.
By-Laws
April 25, 1985
ARTICLE I
STOCKHOLDERS' MEETINGS
SECTION 1. Annual Meetings. The annual meeting of
stockholders shall be held at an hour and date to be determined
by the Board of Directors.
SECTION 2. Special Meetings. A special meeting of the
stockholders may be called to be held at any time by the
Secretary at the direction and request of any two members of the
Board of Directors, or as otherwise authorized by the Certificate
of Incorporation or by law.
SECTION 3. Place of Meetings. All meetings of the
stockholders of the Corporation shall be held at such places,
within or without the State of Delaware, as may from time to time
be fixed by the Board of Directors or as specified or fixed in
the respective notices or waivers of notices thereof.
SECTION 4. Notice of Meetings. Except as otherwise
required by statute, written notice of each meeting of
stockholders, whether annual or special, shall be given to each
stockholder of record entitled to vote, not less than 10 nor more
than 60 days before the date of the meeting, by delivering such
notice personally or by mail in a postage-prepaid envelope
addressed to him at his address as it appears on the stock books
of the Corporation. Every notice of a meeting of stockholders
shall state the place, date and hour of the meeting. Notice of
special meetings shall state the purpose(s) for which the meeting
is called. Any stockholder may, prior to, at the meeting or
subsequent thereto, waive notice of any meeting, in writing
signed by himself or his duly appointed attorney-in-fact.
SECTION 5. Quorum. Except as otherwise required by law or
by the Certificate of Incorporation, the presence at meetings in
person or by duly authorized proxy, of the holders of a majority
of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business and the vote,
in person or by proxy, of the holders of a majority of the shares
constituting such quorum shall be binding upon all stockholders
of the Corporation. In the absence of a quorum, the meeting may
be adjourned, for not more than 30 days, by a majority of the
voting shares present; no notice of an adjourned meeting need be
given.
SECTION 6. Voting by Corporations. Shares standing in the
name of a corporation may be voted or represented on behalf of
such corporation by the Chairman, President, any Vice President,
the Secretary or any Assistant Secretary of such corporation or
by any person authorized so to do by a proxy or power of attorney
executed by any such officer of such corporation or by authority
of the Board of Directors of such corporation.
SECTION 7. Consents in Lieu of Voting. Whenever the vote
of stockholders at a meeting thereof is required or permitted to
be taken for or in connection with any corporate action, the
meeting and vote of the stockholders may be dispensed with upon
the written consent of stockholders in the manner provided by
law.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number and Term of Office. Subject to any
limitations set forth in the Certificate of Incorporation, the
number of directors shall be fixed each year by the stockholders.
Each director shall be elected by a plurality vote of the
stockholders at their annual meeting, or, where applicable, in
accordance with Section 2 below. Each director shall hold office
until the next annual meeting and thereafter until his successor
is duly elected or appointed and qualified, subject, however, to
removal by the stockholders.
SECTION 2. Vacancies. In case of any vacancies in the
Board of Directors not caused by removal, the additional
director(s) may be elected either (a) by a majority of the
directors then in office, although less than a quorum, or (b) by
the stockholders, at either an annual or special meeting.
SECTION 3. Quorum. Except as otherwise required by law or
by the Certificate of Incorporation or as otherwise provided
herein, one-third of the total number of directors shall
constitute a quorum for the transaction of business and the act
of the majority of the directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors.
SECTION 4. Meetings. Regular meetings shall be held at
such time and place(s) as the Board of Directors may from time to
time determine. Special meetings shall be held whenever called
by the Chairman of the Board, the President, or any two
directors. Notice of any special meeting shall be mailed to each
director, not later than five days before the date of such
meeting or communicated to each director personally or by
telegraph or telephone not later than the day before such
meeting. Notice of a meeting need not be given to a director if
waived by him in writing or if he shall be present at the
meeting.
SECTION 5. Action by Unanimous Consent. Any action
required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a
meeting, if all members of the Board of Directors or of such
committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or such committee.
SECTION 6. Telephone Conference or Similar Meeting.
Members of the Board of Directors or of any committee elected or
appointed by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and any such participation in a meeting shall constitute
presence in person at such meeting.
SECTION 7. Resignations and Removal of Directors. Any
director of the Corporation may resign at any time by giving
written notice thereof to the Secretary. Except as otherwise
provided by law or the Certificate of Incorporation, any director
may be removed, either for or without cause, at any time, by the
affirmative vote of the holders of record of a majority of the
outstanding shares entitled to vote; and the vacancy in the Board
caused thereby may be filled by the stockholders at the same time
or any time thereafter.
SECTION 8. Conduct of Meetings. The Chairman, or if that
office be vacant, the President, shall preside at meetings of the
Board of Directors. In the absence of both, a temporary chairman
shall be elected from the Directors present. The Secretary shall
record all meetings, but in his absence, an Assistant Secretary
or a person appointed for the purpose shall act as Secretary of
the meeting.
ARTICLE III
COMMITTEES
SECTION 1. Appointment. The Board of Directors may, from
time to time, by affirmative vote of a majority of the whole
Board, appoint committees, including an Executive Committee, for
any purpose. Each such committee shall consist of two or more
directors. The Board shall delegate to any such committee, such
powers as the Board may deem appropriate; provided, however, that
no committee shall be authorized to (a) elect any officer of the
corporation, (b) designate the Chief Executive Officer, (c) fill
any vacancy in the Board of Directors or any newly created
directorship, (d) amend these By-Laws or (e) take any action
which under these By-Laws requires the vote of a specified
proportion of the Board of Directors.
SECTION 2. Powers. Any action taken by a committee in
accordance with its purpose and within the powers delegated to it
by the Board of Directors, shall have the same effect as if such
action were taken by the Board of Directors.
SECTION 3. Meetings. A majority of the members of a
committee shall constitute a quorum for the transaction of
business by the committee, and the act of the majority of members
present shall be an act of the committee. Meetings of a
committee may be held by conference telephone and actions may be
taken by consent in lieu of a meeting, subject to the provision
for same applicable to the whole Board of Directors. Notice of
any meeting of a committee shall be communicated to each member
by mail not less than five days before such meeting, or
personally, by telephone or by telegraph not less than one day
prior to such meeting; provided that notice need not be given to
any member if waived by him in writing or if he is present at the
meeting.
SECTION 4. Records. Records shall be kept of the acts and
proceedings of any committee and same shall be reported from time
to time to the Board of Directors.
ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS
SECTION 1. Officers. The officers of the Corporation who
shall be elected by the Board of Directors, may be a Chairman and
shall be a President, one or more Vice Presidents, a Secretary,
and a Treasurer. The Board of Directors may also appoint one or
more Assistant Secretaries, Assistant Treasurers, and such other
officers and agents as from time to time may appear to be
necessary or advisable in the conduct of the affairs of the
Corporation. Any number of offices may be held by the same
person.
SECTION 2. Term of Office. So far as practicable, each
elected officer shall be elected at the organization meeting of
the Board in each year, and shall hold office until the
organization meeting of the Board in the next subsequent year and
until his successor is chosen or until his earlier death,
resignation or removal in the manner hereinafter provided. Any
officer may be removed at any time, with or without cause, by the
Board of Directors.
SECTION 3. Chief Executive Officer. The Board of Directors
shall designate either the Chairman of the Board of Directors or
the President as the Chief Executive Officer of the Corporation.
As Chief Executive Officer, such officer shall have general and
active control of its business and affairs. He shall have
general power to execute bonds, deeds and contracts in the name
of the Corporation and to affix the corporate seal; to sign stock
certificates; subject to the approval of the Board of Directors,
to select all employees and agents of the Corporation whose
selection is not otherwise provided for and to fix the
compensation thereof; to remove or suspend any employee or agent
who shall not have been selected by the Board of Directors; to
suspend for cause, pending final action by the Board of
Directors, any employee or agent who shall have been selected by
it, and to exercise all the powers usually and customarily
performed by the Chief Executive Officer of a corporation.
SECTION 4. Chairman of the Board. The Board of Directors
may elect a Chairman of the Board, who may, but need not, be
designated Chief Executive Officer of the Corporation. The
Chairman of the Board shall preside at all meetings of
stockholders and of the Board of Directors at which he may be
present, and shall have such other powers and duties as he may be
called upon by the President or the Board of Directors to
perform.
SECTION 5. President. The President, if not designated as
Chief Executive Officer of the Corporation, shall share with the
Chairman of the Board in the general management of the business
and affairs of the Corporation and direction of all other
officers of the Corporation. In the event of the absence,
disability or vacancy in the office of the Chairman of the Board,
the President shall act in his place with authority to exercise
all his powers and perform his duties.
SECTION 6. Vice Presidents. The several Vice Presidents
shall perform all such duties and services as shall be assigned
to or required of them, from time to time, by the Board of
Directors, or the Chief Executive Officer, respectively. In the
event of the absence or disability of both the Chairman of the
Board and the President, the Chief Executive Officer may
designate one of the several Vice Presidents to act in his place
with authority to exercise all of his powers and perform his
duties, provided that the Board of Directors may change such
designation, or if the Chief Executive Officer fails or is unable
to make such designation, the Board may make such designation at
a regular or special meeting called for that purpose.
SECTION 7. Secretary. The Secretary shall attend to the
giving of notice of all meetings of stockholders and of the Board
of Directors and shall keep and attest true records of all
proceedings thereat. He shall have charge of the corporate seal
and have authority to attest any and all instruments or writings
to which the same may be affixed. He shall keep and account for
all books, documents, papers and records of the Corporation,
except those which are hereinafter directed to be in charge of
the Treasurer. He shall have authority to sign stock
certificates, and shall generally perform all the duties usually
appertaining to the office of secretary of a corporation. In the
absence of the Secretary, an Assistant Secretary or Secretary pro
tempore shall perform his duties.
SECTION 8. Treasurer. The Treasurer shall be responsible
for the collection, receipt, care, custody and disbursement of
the funds of the Corporation, and shall deposit or cause to be
deposited all funds of the Corporation in and with such
depositories as the Board of Directors shall, from time to time,
direct. He shall have the care and custody of all securities
owned by the Corporation and shall deposit such securities with
such banks or in such safe deposit vaults, and under such
controls, as the Board of Directors shall, from time to time,
direct. He shall disburse funds of the Corporation on the basis
of vouchers properly approved for payment. He shall be
responsible for the maintenance of detailed records thereof as
may be required. He shall have the power to sign stock
certificates; and to endorse for deposit or collection, or
otherwise, all checks, drafts, notes, bills of exchange or other
commercial paper payable to the Corporation, and to give proper
receipts or discharges therefor. He shall have such other duties
as are commonly incidental to the office of Treasurer or as may
be prescribed by the Board of Directors, the Chief Executive
Officer, or a Vice President designated by the Chief Executive
Officer. In the absence of the Treasurer, an Assistant Treasurer
shall perform his duties.
SECTION 9. Additional Powers and Duties. In addition to
the foregoing especially enumerated duties and powers, the
several officers of the Corporation shall perform such other
duties and exercise such further powers as may be provided in
these By-Laws or as the Board of Directors may, from time to
time, determine, or as may be assigned to them by any competent
superior officer.
SECTION 10. Compensation. The compensation of the Chairman
and the President shall be fixed, from time to time, by the Board
of Directors. The compensation of all other officers of the
Corporation shall be fixed by the Chief Executive Officer,
subject to review at the discretion of the Board of Directors;
provided, that changes in the compensation of any officer of the
Corporation shall not be effective until such time as the Board
of Directors shall have approved or affirmatively declined to
review same.
ARTICLE V
STOCK AND TRANSFERS OF STOCK
SECTION 1. Stock Certificates. Every stockholder shall be
entitled to a certificate signed by the Chairman of the Board, or
the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him in the Corporation.
SECTION 2. Transfer Agents and Registrars. The Board of
Directors may, in its discretion, appoint responsible banks or
trust companies from time to time, to act as Transfer Agents and
Registrars of the stock of the Corporation.
SECTION 3. Transfers of Stock. Shares of stock may be
transferred by delivery of the certificates therefor, accompanied
either by an assignment in writing on the back of the
certificates or by written power of attorney to sell, assign and
transfer the same, signed by the record holder thereof; but no
transfer shall affect the right of the Corporation to pay any
dividend upon the stock to the holder of record thereof, or to
treat the holder of record as the holder in fact thereof for all
purposes, and no transfer shall be valid, except between the
parties thereto, until such transfer shall have been made
upon the books of the Corporation.
SECTION 4. Lost Certificates. In case any certificate of
stock shall be lost, stolen or destroyed, the Board of Directors,
in its discretion, may authorize the issue of a substitute
certificate in place of the certificate so lost, stolen or
destroyed, and may cause such substitute certificate to be
countersigned by the appropriate Transfer Agent (if any) and
registered by the appropriate Registrar (if any); provided, that,
in each such case, the applicant for a substitute certificate
shall furnish to the Corporation and to such of its Transfer
Agents and Registrars as may require the same, evidence to their
satisfaction, in their discretion, of the loss, theft or
destruction of such certificate and of the ownership thereof, and
also such security or indemnity as may be required.
SECTION 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights with respect to any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors is authorized, from time to time, to fix, in advance, a
record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days
prior to any other action.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE VI
MISCELLANEOUS
SECTION 1. Fiscal Year. The Fiscal year of the Corporation
shall be the calendar year.
SECTION 2. Corporate Seal. The Board of Directors shall
provide a suitable seal, containing the name of the Corporation.
The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 3. Voting of Stocks. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board shall have full
power and authority, in the name of and on behalf of the
Corporation, to attend, act and vote at any meeting of
stockholders of a corporation in which the Corporation may hold
stock, and, in connection with any such meeting, shall possess
and may exercise any and all rights and powers incident to the
ownership of such stock which, as the owner thereof, the
Corporation might possess and exercise. The Board of Directors
from time to time may confer like powers upon any other person or
persons.
Unless otherwise ordered by the Board of Directors, the
Chairman of the Board may exercise the power and authority
granted by this Section 3 through the execution of proxies to any
person or persons or may delegate such power or authority to any
officer, employee or agent of the Corporation.
SECTION 6. Indemnity of Directors, Officers and Employees.
Subject to state law restrictions and any restrictions contained
in the Certificate of Incorporation, the Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was serving at
the request of the Corporation as a fiduciary of any employee
benefit plan, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if:
(1) he acted in good faith and in a manner he
reasonably believed to be in compliance with the provisions
of the law under which such action, suit or proceeding
arises, and
(2) with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Advances may be made by the Corporation against costs,
expenses and fees at the discretion of, and upon such terms as
may be determined by the Board of Directors.
The right of indemnification provided hereunder shall not be
deemed exclusive of any other right to which any person may be
entitled under the Certificate of Incorporation or otherwise, or
of any other indemnification which may lawfully be granted to any
person in addition to the indemnification provided hereunder.
Indemnification provided hereunder shall, in the case of death of
a person indemnified, inure to the benefit of his heirs,
executors or other lawful representatives.
For purposes of this By-Law, the term "person" shall mean a
Director, officer or employee of this Corporation.
ARTICLE VII
AMENDMENTS
The holders of a majority of the outstanding shares of the
Corporation may adopt, alter or repeal the By-Laws of this
Corporation and, subject to the right of the stockholders, the
Board of Directors, may adopt, alter or repeal the By-Laws of the
Corporation.
I, THE UNDERSIGNED, Assistant Secretary Of UNITED AIR LINES,
INC., a corporation of the State of Delaware, HEREBY CERTIFY that
the foregoing is a true, correct and complete copy of the By-Laws
of the said Corporation as at present in force.
In WITNESS WHEREOF, I have hereto subscribed my name and
affixed the seal of the said Corporation, this ___ day of
____________, 19__.
Assistant Secretary
Exhibit 12
<TABLE>
<CAPTION>
United Air Lines, Inc. and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
Year Ended December 31
1994 1993 1992 1991 1990
(In Millions)
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings (loss) before
income taxes and
extraordinary items $ 153 $ (26) $(602) $(513) $167
Fixed charges,
from below 1,046 1,072 964 749 590
Interest capitalized (41) (51) (92) (91) (71)
Earnings $1,158 $ 995 $ 270 $ 145 $686
Fixed charges:
Interest expense $ 362 $ 347 $ 317 $ 211 $192
Portion of rental expense
representative of the
interest factor 684 725 647 538 398
Fixed charges $1,046 $1,072 $ 964 $ 749 $590
Ratio of earnings to
fixed charges 1.11 (a) (a) (a) 1.16
(a) Earnings were inadequate to cover fixed charges by $77 million in
1993, $694 million in 1992 and $604 million in 1991.
</TABLE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in the United Airlines,
Inc. Form 10-K for the year ended December 31, 1994, into
the Company's previously filed Form S-3 Registration
Statement (File No. 33-46033), as amended, and the Form S-3
Registration Statement (File No. 33-57192), as amended.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
March 8, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNITED
AIR LINES, INC.'S STATEMENT OF CONSOLIDATED OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 AND STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS OF
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<CASH> 444
<SECURITIES> 857
<RECEIVABLES> 909
<ALLOWANCES> 22
<INVENTORY> 285
<CURRENT-ASSETS> 3,040
<PP&E> 11,943
<DEPRECIATION> 5,460
<TOTAL-ASSETS> 11,952
<CURRENT-LIABILITIES> 4,893
<BONDS> 3,576
0
0
<COMMON> 0
<OTHER-SE> (56)
<TOTAL-LIABILITY-AND-EQUITY> 11,952
<SALES> 0
<TOTAL-REVENUES> 13,887
<CGS> 0
<TOTAL-COSTS> 13,374
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 362
<INCOME-PRETAX> 153
<INCOME-TAX> 87
<INCOME-CONTINUING> 66
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (26)
<NET-INCOME> 40
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
