UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________
Commission File No. 1-6033
UAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Location: 1200 East Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66919, Chicago, Illinois 60666
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 par value New York, Chicago and
Pacific Stock Exchanges
Depositary Shares each representing
1/1,000 of a share of Series B
Preferred Stock, without par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
NONE
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Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates
of the Registrant was $ 2,669,055,228.
as of March 20, 2000. The number of shares of common stock
outstanding as of March 20, 2000 was 49,885,538.
Documents Incorporated by Reference
Part III of this Form 10-K incorporates by reference certain
information from the Registrant's definitive Proxy Statement for
its Annual Meeting of Stockholders to be held on May 18, 1999.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a) 1. Financial Statements. The financial statements
required by this item are listed in Item 8, "Financial Statements
and Supplementary Data" herein.
2. Financial Statement Schedules. The financial statement
schedule required by this item is listed below and included in
this report after the signature page hereto.
Schedule II - Valuation and Qualifying Accounts for the
years ended December 31, 1998, 1997 and 1996.
All other schedules are omitted because they are not
applicable, not required or the required information is
shown in the consolidated financial statements or notes
thereto.
3. Exhibits. The exhibits required by this item are
listed in the Exhibit Index which immediately precedes the
exhibits filed with this Form 10-K, and is incorporated herein by
this reference. Each of Exhibits 10.25 through 10.37 listed in
the Exhibit Index is a management contract or compensatory plan
or arrangement required to be filed as an exhibit pursuant to Item
14(c) of Form 10-K.
(b) Reports on Form 8-K.
Form 8-K dated October 21, 1998 to report a cautionary
statement for purposes of the "Safe Harbor for Forward Looking
Statements" provision of the Private Securities Litigation Reform
Act.
Form 8-K dated December 16, 1998 to report a press release
in which UAL announces 1999 fully distributed EPS goals and goal
to limit fully distributed unit cost growth in year 2000.
Prusuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 4th day of April, 2000.
UAL CORPORATION
By: /s/ Douglas A. Hacker
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Douglas A. Hacker
Executive Vice President and
Chief Financial Officer
April 4, 2000
EXHIBIT INDEX
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*3.1 Restated Certificate of Incorporation of UAL Corporation
("UAL"), as amended (filed as Exhibit 3.1 to UAL's Form
10-K for the year ended December 31, 1996 and
incorporated herein by reference).
*3.2 By-laws (filed as Exhibit 3.2 to UAL's Form 10-Q for the
quarter ended June 30, 1994 and incorporated herein by
reference).
*4.1 Deposit Agreement dated as of July 12, 1994 between UAL
Corporation and holders from time to time of Depository
Receipts described herein (filed as Exhibit 4.2 to UAL's
Form 10-Q for the quarter ended June 30, 1994 and
incorporated herein by reference).
*4.2 Indenture dated as of December 20, 1996 between UAL
Corporation and The First National Bank of Chicago, as
Trustee (filed as Exhibit 4.2 to UAL's Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
*4.3 Officer's Certificate relating to UAL's 13-1/4% Junior
Subordinated Debentures due 2026 (filed as Exhibit 4.3
to UAL's Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
*4.4 Form of UAL's 13-1/4% Junior Subordinated Debenture due
2026 (filed as Exhibit 4.4 to UAL's Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
*4.5 Guarantee Agreement dated as of December 30, 1996 with
respect to the 13-1/4% Trust Originated Preferred
Securities of UAL Corporation Capital Trust I (filed as
Exhibit 4.5 to UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
*4.6 Amended and Restated Declaration of Trust of UAL
Corporation Capital Trust I dated as of December 30,
1996 (filed as Exhibit 4.6 to UAL's Form 10-K for year
ended December 31, 1996 and incorporated herein by
reference).
UAL's indebtedness under any single instrument does not
exceed 10% of UAL's total assets on a consolidated
basis. Copies of such instruments will be furnished to
the Securities and Exchange Commission upon request.
*10.1 Amended and Restated Agreement and Plan of
Recapitalization, dated as of March 25, 1994 (the
"Recapitalization Agreement"), as amended, among UAL
Corporation, the Air Line Pilots Association,
International ("ALPA") and the International Association
of Machinists and Aerospace Workers ("IAM") (filed as
Exhibit A to Exhibit 10.1 of UAL's Form 8-K dated June
2, 1994 and incorporated herein by reference; amendment
thereto filed as Exhibit 10.1 of UAL's Form 8-K dated
June 29, 1994 and incorporated herein by reference).
*10.2 Agreement, dated as of July 16, 1996, pursuant to
Section 1.6q of the Recapitalization Agreement among
UAL, ALPA and IAM (filed as Exhibit 10.3 to UAL's Form
10-Q for the quarter ended June 30, 1996 and
incorporated herein by reference).
*10.3 UAL Corporation Employee Stock Ownership Plan, effective
as of July 12, 1994 (filed as Exhibit 10.1 to UAL's Form
10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
*10.4 First Amendment to UAL Corporation Employee Stock
Ownership Plan, dated December 28, 1994 (filed as
Exhibit 10.39 to UAL's Form 10-K for the year ended
December 31, 1994, as amended, and incorporated herein
by reference).
*10.5 Second Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of August 17, 1995 (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
September 30, 1995 and incorporated herein by
reference).
*10.6 Third Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of December 28, 1995 (filed as
Exhibit 10.7 to UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
*10.7 Fourth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of July 16, 1996 (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
June 30, 1996 and incorporated herein by reference).
*10.8 Fifth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of December 31, 1996 (filed as
Exhibit 10.10 of UAL's Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference).
*10.9 Sixth Amendment to UAL Corporation Employee Stock
Ownership Plan, dated as of August 11, 1997 (filed as
Exhibit 10.3 to UAL's Form 10-Q for the quarter ended
September 30, 1997, as amended, and incorporated herein
by reference).
*10.10 UAL Corporation Employee Stock Ownership Plan Trust
Agreement between UAL Corporation and State Street Bank
and Trust Company ("State Street"), effective July 12,
1994 (filed as Exhibit 10.2 to UAL's Form 10-Q for the
quarter ended September 30, 1994 and incorporated herein
by reference).
*10.12 UAL Corporation Supplemental ESOP, effective as of July
12, 1994 (filed as Exhibit 10.3 to UAL's Form 10-Q for
the quarter ended September 30, 1994 and incorporated
herein by reference).
*10.13 First Amendment to UAL Corporation Supplemental ESOP,
dated February 22, 1995 (filed as Exhibit 10.1 to UAL's
Form 10-Q for the quarter ended March 31, 1995, as
amended, and incorporated herein by reference).
*10.14 Second Amendment to UAL Corporation Supplemental ESOP,
dated as of August 17, 1995 (filed as Exhibit 10.2 to
UAL's Form 10-Q for the quarter ended September 30, 1995
and incorporated herein by reference).
*10.15 Third Amendment to UAL Corporation Supplemental ESOP,
dated as of December 28, 1995 (filed as Exhibit 10.12 to
UAL's Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
*10.16 Fourth Amendment to UAL Corporation Supplemental ESOP,
dated as of July 16, 1996 (filed as Exhibit 10.2 to
UAL's Form 10-Q for the quarter ended June 30, 1996 and
incorporated herein by reference).
*10.17 Fifth Amendment to UAL Corporation Supplemental ESOP,
dated as of December 31, 1996 (filed as Exhibit 10.17 to
UAL's Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
*10.18 Sixth Amendment to UAL Corporation Supplemental ESOP,
dated as of August 11, 1997 (filed as Exhibit 10.4 of
UAL's Form 10-Q for the quarter ended September 30,
1997, as amended, and incorporated herein by reference).
*10.19 UAL Corporation Supplemental ESOP Trust Agreement
between UAL Corporation and State Street, effective July
12, 1994 (filed as Exhibit 10.4 to UAL's Form 10-Q for
the quarter ended September 30, 1994 and incorporated
herein by reference).
*10.20 Preferred Stock Purchase Agreement, dated as of August
12, 1997, between UAL Corporation and State Street Bank
and Trust Company (filed as Exhibit 10.25 of UAL's Form
10-K for the year ended December 31, 1997 and
incorporated herein by reference).
*10.21 Preferred Stock Purchase Agreement, dated as of August
12, 1998, between UAL Corporation and State Street Bank
and Trust Company.
*10.22 Class I Junior Preferred Stockholders' Agreement, dated
as of June 12, 1994 (filed as Exhibit 10.12 to UAL's
Form 10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
*10.23 Class SAM Preferred Stockholders' Agreement, dated as of
July 12, 1994 (filed as Exhibit 10.13 to UAL's Form 10-Q
for the quarter ended September 30, 1994 and
incorporated herein by reference).
*10.24 First Refusal Agreement, dated as of July 12, 1994, as
amended (filed as Exhibit 10.25 to UAL's Form 10-K for
the year ended December 31, 1996 and incorporated herein
by reference).
*10.25 UAL Corporation 1981 Incentive Stock Plan, as amended
March 26, 1998 (filed as Exhibit 10.2 to UAL's Form 10-Q
for the quarter ended March 31, 1998 and incorporated
herein by reference).
*10.26 UAL Corporation 1998 Restricted Stock Plan (filed as
Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
June 30, 1998 and incorporated herein by reference).
*10.27 UAL Corporation Incentive Compensation and Profit
Sharing Plan (filed as Exhibit 10.1 to UAL's Form 10-Q
for the quarter ended March 31, 1998 and incorporated
herein by reference).
*10.28 Description of Complimentary Travel and Cargo Carriage
Benefits for UAL Directors (filed as Exhibit 10.29 to
UAL's Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
*10.29 UAL Corporation 1995 Directors Plan, as amended June 26,
1997 (filed as Exhibit 10.1 of UAL's Form 10-Q for the
quarter ended September 30, 1997, as amended, and
incorporated herein by reference).
*10.30 Employment Agreement between UAL Corporation and Gerald
Greenwald (filed as Exhibit 10.5 to UAL's Form 10-Q for
the quarter ended June 30, 1994 and incorporated herein
by reference).
*10.31 Amendment No. 1 to Employment Agreement between UAL
Corporation and Gerald Greenwald (filed as Exhibit 10.6
to UAL's Form 10-Q for the quarter ended June 30, 1994
and incorporated herein by reference).
*10.32 Restricted Stock Deposit Agreement between UAL
Corporation and Gerald Greenwald (filed as Exhibit 10.7
to UAL's Form 10-Q for the quarter ended June 30, 1994
and incorporated herein by reference).
*10.33 Non-Qualified Stock Option Agreement between UAL
Corporation and Gerald Greenwald (filed as Exhibit 10.9
to UAL's Form 10-Q for the quarter ended June 30, 1994
and incorporated herein by reference).
*10.34 Employment Agreement, dated September 25, 1998, between
John A. Edwardson and United Air Lines, Inc. and UAL
Corporation (filed as Exhibit 10.1 of UAL's 10-Q for the
quarter ended September 30, 1998 and incorporated herein
by reference).
*10.35 United Supplemental Retirement Plan
*10.36 Description of Officer Benefits.
10.37 Form of Severance Agreement between UAL Corporation and
certain officers.
*10.38 Supplemental Agreement No. 6 dated as of November 6,
1998 to the Agreement dated December 18, 1990 between
Boeing and United Air Lines, Inc. ("United") (and United
Worldwide Corporation) for acquisition of Boeing 777-200
aircraft (as previously amended and supplemented, the
"777-200 Purchase Agreement" (filed as Exhibit 10.7 to
UAL's Form 10-K for the year ended December 31, 1990,
and incorporated herein by reference; supplements
thereto filed as (i) Exhibits 10.1, 10.2 and 10.22 to
UAL's Form 10-Q for the quarter ended June 30, 1993,
(ii) Exhibit 10.2 to UAL's Form 10-K for the year ended
December 31, 1993, (iii) Exhibit 10.14 to UAL's
Form 10-Q for the quarter ended June 30, 1994, (iv)
Exhibits 10.27 and 10.28 to UAL's Form 10-K for the year
ended December 31, 1994, (v) Exhibits 10.2 and 10.3 to
UAL's Form 10-Q for the quarter ended March 31, 1995,
(vi) Exhibits 10.4, through 10.6 to UAL's Form 10-Q for
the quarter ended June 30, 1995, and (vii) Exhibits
10.37 through 10.40 to UAL's Form 10-K for the year
ended December 31, 1995, and (viii) Exhibits 10.9
through 10.12 and 10.17 through 10.19 to UAL's Form 10-Q
for the quarter ended June 30, 1996 and incorporated
herein by reference)). (Exhibit 10.38 hereto is filed
with a request for confidential treatment of certain
portions thereof.)
*10.39 Supplemental Agreement No. 7 dated as of November 6,
1998 to the 777-200 Purchase Agreement. (Exhibit 10.39
hereto is filed with a request for confidential
treatment of certain portions thereof.)
*10.40 Change Order No. 9 dated as of November 6, 1998 to the
777-200 Purchase Agreement. (Exhibit 10.40 hereto is
filed with a request for confidential treatment of
certain portions thereof.)
*10.41 Change Order No. 9A dated as of November 6, 1998 to the
777-200 Purchase Agreement. (Exhibit 10.41 hereto is
filed with a request for confidential treatment of
certain portions thereof.)
*10.42 Change Order No. 10 dated as of November 6, 1998 to the
777-200 Purchase Agreement. (Exhibit 10.42 hereto is
filed with a request for confidential treatment of
certain portions thereof.)
*10.43 Change Order No. 10A dated as of November 6, 1998 to the
777-200 Purchase Agreement. (Exhibit 10.43 hereto is
filed with a request for confidential treatment of
certain portions thereof.)
*10.44 Letter Agreement No. 6-1162-MDH-638 dated as of January
5, 1998 to the Agreement dated October 25, 1988 between
Boeing and United Air Lines, Inc. ("United") for
acquisition of 757-200 aircraft (as previously amended
and supplemented, the "757-200 Purchase Agreement"
(filed as Exhibit 10(K) to UAL's Form 10-K for the year
ended December 31, 1989, and incorporated herein by
reference; supplements thereto filed as (i) Exhibits
10.14 through 10.19 and Exhibit 10.22 to UAL's Form 10-Q
for the quarter ended June 30, 1993, (ii) Exhibit 10.14
to UAL's Form 10-Q for the quarter ended June 30, 1994,
(iii) Exhibit 10.9 to UAL's Form 10-Q for the quarter
ended March 31, 1995, and (iv) Exhibits 10.13 through
10.17 to UAL's Form 10-Q for the quarter ended June 30,
1996, and incorporated herein by reference)). (Exhibit
10.44 hereto is filed with a request for confidential
treatment of certain portions thereof.)
*10.45 Letter Agreement No. 6-1162-MDH-657 dated as of
September 29, 1998 to the 757-200 Purchase Agreement.
(Exhibit 10.45 hereto is filed with a request for
confidential treatment of certain portions thereof.)
*10.46 Letter Agreement No. 6-1162-MDH-668 dated as of
September 29, 1998 to the 757-200 Purchase Agreement.
(Exhibit 10.46 hereto is filed with a request for
confidential treatment of certain portions thereof.)
*10.47 Letter Agreement No. 6-1162-BRB-132 dated as of January
5, 1998 to the Agreement dated December 18, 1990 between
Boeing and United Air Lines, Inc. ("United") for
acquisition of 747-400 aircraft (as previously amended
and supplemented, the "747-400 Purchase Agreement"
(filed as Exhibit 10.8 to UAL's Form 10-K for the year
ended December 31, 1990, and incorporated herein by
reference; supplements thereto filed as (i) Exhibits
10.4 and 10.5 to UAL's Form 10-K for the year ended
December 31, 1991, (ii) Exhibits 10.3 through 10.6 and
Exhibit 10.22 to UAL's Form 10-Q for the quarter ended
June 30, 1993, (iii) Exhibit 10.3 to UAL's Form 10-K for
the year ended December 31, 1993, (iv) Exhibit 10.14 to
UAL's Form 10-Q for the quarter ended June 30, 1994, (v)
Exhibits 10.29 and 10.30 to UAL's Form 10-K for the year
ended December 31, 1994, (vi) Exhibits 10.4 through 10.8
to UAL's Form 10-Q for the quarter ended March 31, 1995,
(vii) Exhibits 10.7 and 10.8 to UAL's Form 10-Q for the
quarter ended June 30, 1995, (viii) Exhibit 10.41 to
UAL's Form 10-K for the year ended December 31, 1995,
(ix) Exhibits 10.4 through 10.8 and Exhibit 10.17 to
UAL's Form 10-Q for the quarter ended June 30, 1996, and
(x) Exhibits 10.1 through 10.3 to UAL's Form 10-Q for
the quarter ended March 31, 1997, and incorporated
herein by reference)). (Exhibit 10.47 hereto is filed
with a request for confidential treatment of certain
portions thereof.)
*10.48 Letter Agreement No. 6-1162-MDH-666 dated as of
September 29, 1998 to the 747-400 Purchase Agreement.
(Exhibit 10.48 hereto is filed with a request for
confidential treatment of certain portions thereof.)
*12.1 Computation of Ratio of Earnings to Fixed Charges.
*12.2 Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements.
*21 List of Registrant's subsidiaries (filed as Exhibit 21
to UAL's Form 10-K for the year ended December 31, 1996
and incorporated herein by reference).
*23 Consent of Independent Public Accountants.
*27 Financial Data Schedule.
*99 Annual Report on Form 11-K for Employees' Stock Purchase
Plan of UAL Corporation.
* Previously Filed.