SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 2
(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. 1-6033
UAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
(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 66919, 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
Common Stock ($.01 par value) New York, Chicago
and Pacific Stock Exchanges
Preferred Stock Purchase Rights New York, Chicago
and Pacific Stock Exchanges
Depositary Shares representing New York Stock Exchange
interests in Registrant's Series B
Preferred Stock, without par value
6-3/8% Convertible Subordinated New York Stock Exchange
Debentures due 2025
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 filings 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 number of shares of common stock outstanding as of March 1, 1995 was
12,378,232. The aggregate market value of voting stock held by non-
affiliates of the Registrant was $1,172,997,849 as of March 1, 1995.
Part III information shall be incorporated by reference from the
Registrant's definitive proxy statement for its 1995 Annual Meeting of
Shareholders or shall be added hereto by an amendment to this Form 10-K, in
either case within the time required by the instructions to Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) 3. The exhibits required by this item are listed in
"Index to Exhibits" herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
Douglas A. Hacker
Senior Vice President - Finance
July 10, 1995
INDEX TO EXHIBITS
Exhibit Number Description
3.1 Restated Certificate of Incorporation as filed
in Delaware on July 12, 1994, as corrected on
February 2, 1995 (filed as Exhibit 3.1 to
Registrant's Form S-4 Registration Statement
(Registration No. 33-57579) and incorporated
herein by reference).
3.2 By-laws, as amended on July 12, 1994 (filed as
Exhibit 3.2 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994
and incorporated herein by reference).
*4.1 Rights Agreement dated as of December 11, 1986
between Registrant and First Chicago Trust
Company of New York, as Rights Agent, as
amended.
4.2 Deposit Agreement dated as of July 12, 1994
between UAL Corporation and holders from time
to time of Depositary Receipts described herein
(filed as Exhibit 4.2 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).
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 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 and the
International Association of Machinists and
Aerospace Workers (filed as Exhibit A to
Exhibit 10.1 of UAL Corporation's (File No. 1-
6033) Form 8-K dated June 2, 1994 and
incorporated herein by reference; amendment
thereto filed as Exhibit 10.1 of UAL
Corporation's (File 1-6033) Form 8-K dated June
29, 1994 and incorporated herein by reference).
*10.2 Waiver and Agreement, dated as of December 23,
1994, to the Recapitalization Agreement among
UAL Corporation, the Air Line Pilots
Association, International and the
International Association of Machinists and
Aerospace Workers.
*10.3 Third Amendment, dated as of March 15, 1995, to
the Recapitalization Agreement among UAL
Corporation, the Air Line Pilots Association,
International and the International Association
of Machinists and Aerospace Workers.
10.4 UAL Corporation Employee Stock Ownership Plan,
effective as of July 12, 1994 (filed as Exhibit
10.1 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
and incorporated herein by reference).
10.5 UAL Corporation Employee Stock Ownership Plan
Trust Agreement between UAL Corporation and
State Street Bank and Trust Company, effective
July 12, 1994 (filed as Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 and
incorporated herein by reference).
10.6 UAL Corporation Supplemental ESOP, effective as
of July 12, 1994 (filed as Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 and
incorporated herein by reference).
10.7 UAL Corporation Supplemental ESOP Trust
Agreement between UAL Corporation and State
Street Bank and Trust Company, effective July
12, 1994 (filed as Exhibit 10.4 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 and incorporated
herein by reference).
10.8 Preferred Stock Purchase Agreement, dated as of
March 25, 1994, between UAL Corporation and
State Street Bank and Trust Company (filed as
Exhibit 10.5 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1994 and incorporated herein by reference).
10.9 Amendment No. 1 to Preferred Stock Purchase
Agreement, dated as of June 2, 1994, between
UAL Corporation and State Street Bank and Trust
Company (filed as Exhibit 10.6 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 and incorporated
herein by reference).
10.10 Class I Junior Preferred Stockholders'
Agreement dated as of June 12, 1994 (filed as
Exhibit 10.12 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1994 and incorporated herein by reference).
10.11 Class SAM Preferred Stockholders' Agreement
dated as of July 12, 1994 (filed as Exhibit
10.13 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
and incorporated herein by reference).
*10.12 First Refusal Agreement dated as of July 12,
1994, as amended by First Amendment dated as of
February 24, 1995.
*10.13 UAL Corporation 1981 Incentive Stock Plan, as
amended.
*10.14 UAL Corporation 1988 Restricted Stock Plan, as
amended.
*10.15 UAL Corporation Incentive Compensation Plan, as
amended.
10.16 UAL Corporation Retirement Plan for Outside
Directors, as amended (filed as Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994 and
incorporated herein by reference).
10.17 Description of Complimentary Travel and Cargo
Carriage Benefits for UAL Directors (filed as
Exhibit 10.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1994 and incorporated herein by reference).
*10.18 UAL Corporation 1992 Stock Plan for Outside
Directors, as amended on December 15, 1994.
*10.19 UAL Corporation 1995 Directors Plan.
10.20 Employment Agreement between UAL Corporation
and Gerald Greenwald (filed as Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994 and
incorporated herein by reference).
10.21 Amendment No. 1 to Employment Agreement between
UAL Corporation and Gerald Greenwald
(filed as Exhibit 10.6 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.22 Restricted Stock Deposit Agreement between UAL
Corporation and Gerald Greenwald (filed as
Exhibit 10.7 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.23 1988 Restricted Stock Plan Deposit Agreement
between UAL Corporation and Gerald Greenwald
(filed as Exhibit 10.8 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.24 Non-Qualified Stock Option Agreement between
UAL Corporation and Gerald Greenwald (filed as
Exhibit 10.9 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.25 Restricted Stock Deposit Agreement between UAL
Corporation and John A. Edwardson
(filed as Exhibit 10.10 to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by
reference).
10.26 Restricted Stock Deposit Agreement between UAL
Corporation and Stuart I. Oran (filed as
Exhibit 10.12 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).
10.27 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
Registrant's 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
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, (ii) Exhibit
10.2 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, and (iii)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)).
(Exhibit 10.27 hereto is filed with a request
for confidential treatment of certain
portions.)
*10.28 Letter Agreement 6-1171-FT-831 dated February
22, 1995 to 777-200 Purchase Agreement.
(Exhibit 10.28 hereto is filed with a request
for confidential treatment of certain
portions.)
*10.29 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 Registrant's 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 Registrant'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
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, (iii) Exhibit
10.3 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, and (iv)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference)).
(Exhibit 10.29 hereto is filed with a request
for confidential treatment of certain
portions.)
*10.30 Letter Agreement dated February 28, 1995 to 747-
400 Purchase Agreement. (Exhibit 10.30 hereto
is filed with a request for confidential
treatment of certain portions.)
*10.31 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
Registrant's 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 Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993, and (ii) Exhibits 10.15 and
10.16 to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, and
incorporated herein by reference)). (Exhibit
10.31 hereto is filed with a request for
confidential treatment of certain portions.)
10.32 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 Registrant's 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 Registrant'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 Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1993, and (iii) Exhibit 10.14 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and
incorporated herein by reference).
10.33 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 Registrant's 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 Registrant'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 Registrant's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1993, and (iii) Exhibit 10.14 to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994, and
incorporated herein by reference).
10.34 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
Registrant's 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
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and (ii)
Exhibit 10.14 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1994, and incorporated herein by reference).
*10.35 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
Registrant's 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 Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by
reference).
10.36 United Supplemental Retirement Plan (filed as
Exhibit 10.42 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).
*10.37 Description of Officer Benefits.
10.38 Form of Severance Agreement between UAL
Corporation and certain officers of United Air
Lines, Inc. (filed as Exhibit 10.27 to
Registrant's Form 10-Q for the quarter ended
June 30, 1993 and incorporated herein by
reference).
*10.39 First Amendment to UAL Corporation Employee
Stock Ownership Plan, dated December 28, 1994
and effective as of July 12, 1994.
*11 Calculation of fully diluted net earnings
per share.
*12.1 Computation of Ratio of Earnings to Fixed
Charges.
*12.2 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements.
*21 List of Registrant's subsidiaries.
*23.1 Consent of Independent Public Accountants.
24 Power of Attorney (included as a part of the
signature page of the Registrant's report on
Form 10-K for the year ended December 31, 1994
and incorporated herein by reference).
*27 Financial Data Schedule.
*99.1 Annual Report on Form 11-K for Employees' Stock
Purchase Plan of UAL Corporation.
Each of Exhibits 10.4 through 10.7, 10.13 through 10.26 and 10.37
through 10.39 is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to Registrant's Form
10-K, as amended, pursuant to Item 14(c) of Form 10-K.
____________________________
* Previously filed.