UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996, Commission File Number 1-6033
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UAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 East Algonquin Road, Elk Grove Township, Illinois 60007
Mailing Address: P. O. Box 66919, Chicago, Illinois 60666
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class September 30, 1996
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Common Stock ($0.01 par value) 58,560,923
Part II
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Other Information
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Item 6. Exhibits and Reports on Form 8-K.
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(a) * Exhibit 10.1 - Fourth Amendment to UAL Corporation
Employee Stock Ownership Plan dated as of July 16,
1996.
* Exhibit 10.2 - Fourth Amendment to UAL Corporation
Supplemental ESOP dated as of July 16, 1996.
* Exhibit 10.3 - Agreement, dated as of July 16, 1996,
pursuant to Section 1.6(q) of the Amended and Restated
Agreement and Plan of Recapitalization among UAL
Corporation ("UAL"), the Air Line Pilots Association,
International and the International Association of
Machinists and Aerospace Workers.
Exhibit 10.4 - Supplemental Agreement No. 8 dated as of
May 30, 1996 to the Agreement dated December 18, 1990
between The Boeing Company ("Boeing") and United Air
Lines, Inc. ("United") (and United Worldwide
Corporation) for acquisition of Boeing 747-400 aircraft
(as previously amended and supplemented, the "747-400
Purchase Agreement" (filed as Exhibit 10.8 to UAL'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, 10.4, 10.5, 10.6 and 10.22 to UAL's Form 10-Q for
the quarter ended June 30, 1993, (iii) Exhibit 10.3 to
UAL's Form 10-K for the year ended December 31, 1993,
(iv) Exhibit 10.14 to UAL's Form 10-Q for the quarter
ended June 30, 1994, (v) Exhibits 10.29 and 10.30 to
UAL's Form 10-K for the year ended December 31, 1994,
(vi) Exhibits 10.4 through 10.8 to UAL's Form 10-Q for
the quarter ended March 31, 1995, (vii) Exhibits 10.7
and 10.8 to UAL's Form 10-Q for the quarter ended June
30, 1995, and (viii) Exhibit 10.41 to UAL's Form 10-K
for the year ended December 31, 1995, and incorporated
herein by reference)). (Exhibit 10.4 hereto is filed
with a request for confidential treatment of certain
portions thereof.)
* Exhibit 10.5 - Supplemental Agreement No. 9 dated as of
July 12, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.5 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.6 - Letter Agreement No. 1670-06 dated July
12, 1996 to the 747-400 Purchase Agreement. (Exhibit
10.6 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.7 - Letter Agreement No. 6-1162-DLJ-891R3
dated May 30, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.7 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.8 - Letter Agreement No. 6-1162-DLJ-891R4
dated July 12, 1996 to the 747-400 Purchase Agreement.
(Exhibit 10.8 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.9 - Supplemental Agreement No. 4 dated as of
May 30, 1996 to the Agreement dated December 18, 1990
between Boeing and United (and United Worldwide
Corporation) for acquisition of Boeing 777-200 aircraft
(as previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's
Form 10-Q for the quarter ended June 30, 1993, (ii)
Exhibit 10.2 to UAL's Form 10-K for the year ended
December 31, 1993, (iii) Exhibit 10.14 to UAL's Form 10-
Q for the quarter ended June 30, 1994, (iv) Exhibits
10.27 and 10.28 to UAL's Form 10-K for the year ended
December 31, 1994, (v) Exhibits 10.2 and 10.3 to UAL's
Form 10-Q for the quarter ended March 31, 1995, (vi)
Exhibits 10.4, 10.5 and 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 incorporated herein by
reference)). (Exhibit 10.9 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
Exhibit 10.10 - Supplemental Agreement No. 5 dated July
12, 1996 to the 777-200 Purchase Agreement. (Exhibit
10.10 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.11 - Letter Agreement No. 6-1162-MDH-077
dated May 6, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.11 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.12 - Letter Agreement No. 6-1162-MDH-131
dated July 12, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.12 hereto is filed with a request for
confidential treatment of certain portions thereof.)
Exhibit 10.13 - Supplemental Agreement No. 6 dated as
of May 30, 1996 to the Agreement dated October 25, 1988
between Boeing and 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, 10.15, 10.16,
10.17, 10.18, 10.19 and 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,
and (iii) Exhibit 10.9 to UAL's Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein
by reference)). (Exhibit 10.13 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
Exhibit 10.14 - Supplemental Agreement No. 7 dated July
12, 1996 to the 757-200 Purchase Agreement. (Exhibit
10.14 hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.15 - Letter Agreement No. 1485-09 dated July
12, 1996 to the 757-200 Purchase Agreement. (Exhibit
10.15 hereto is filed with a request for confidential
treatment of certain portions thereof.)
* Exhibit 10.16 - Change Order No. 10 dated February 1,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.16
hereto is filed with a request for confidential
treatment of certain portions thereof.)
Exhibit 10.17 - Letter Agreement No. 6-1162-MDH-150
dated July 12, 1996 to (a) the 747-400 Purchase
Agreement, (b) the 777-200 Purchase Agreement, (c) the
757-200 Purchase Agreement, (d) the Agreement dated as
of March 1, 1990 between Boeing and United for
acquisition of 767-300ER aircraft (as previously
amended and supplemented, the "767-300ER Purchase
Agreement" (filed as Exhibit 10(L) to UAL's Form 10-K
for the year ended December 31, 1989, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13
and 10.22 to UAL's Form 10-Q for the quarter ended June
30, 1993, and (ii) Exhibit 10.14 to UAL's Form 10-Q for
the quarter ended June 30, 1994, and (iii) Exhibits
10.10 and 10.11 to UAL's Form 10-Q for the quarter
ended March 31, 1995, and incorporated herein by
reference)), and (e) an amended and restated agreement
dated as of March 19, 1992 between Boeing and United
for the acquisition of 737 aircraft, the "737 Purchase
Agreement" (filed as Exhibit 10.15 to UAL's Form 10-K
for the year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.20, 10.21 and 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,
and (iii) Exhibit 10.34 to UAL's Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference)). (Exhibit 10.17 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 10.18 - Letter Agreement No. 6-1162-RCN-870R3
dated May 24, 1996 to the 737 Purchase Agreement, 747-
400 Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.18 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 10.19 - Letter Agreement No. 6-1162-RCN-870R4
dated July 12, 1996 to the 737 Purchase Agreement, 747-
400 Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.19 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* Exhibit 11 - Calculation of fully diluted net earnings
per share.
* Exhibit 12.1 - Computation of Ratio of Earnings to
Fixed Charges.
* Exhibit 12.2 - Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividend
Requirements.
* Exhibit 27 - Financial Data Schedule.
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* Previously Filed.
SIGNATURES
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Pursuant to the requirements 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
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Douglas A. Hacker
Senior Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
Dated: October 23, 1996
Exhibit Index
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Exhibit No. Description
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* 10.1 Fourth Amendment to UAL Corporation Employee Stock
Ownership Plan dated as of July 16, 1996.
* 10.2 Fourth Amendment to UAL Corporation Supplemental
ESOP dated as of July 16, 1996.
* 10.3 Agreement, dated as of July 16, 1996, pursuant to
Section 1.6(q) of the Amended and Restated Agreement
and Plan of Recapitalization among UAL Corporation, the
Air Line Pilots Association, International and the
International Association of Machinists and Aerospace
Workers.
10.4 Supplemental Agreement No. 8 dated as of May 30, 1996 to
the Agreement dated December 18, 1990 between The Boeing
Company ("Boeing") and United Air Lines, Inc. ("United")
(and United Worldwide Corporation) for acquisition of Boeing
747-400 aircraft (as previously amended and supplemented,
the "747-400 Purchase Agreement" (filed as Exhibit 10.8 to
UAL'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, 10.4, 10.5, 10.6
and 10.22 to UAL's Form 10-Q for the quarter ended June 30,
1993, (iii) Exhibit 10.3 to UAL's Form 10-K for the year ended
December 31, 1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for
the quarter ended June 30, 1994, (v) Exhibits 10.29 and 10.30
to UAL's Form 10-K for the year ended December 31, 1994, (vi)
Exhibits 10.4 through 10.8 to UAL's Form 10-Q for the quarter
ended March 31, 1995, (vii) Exhibits 10.7 and 10.8 to UAL's
Form 10-Q for the quarter ended June 30, 1995, and (viii)
Exhibit 10.41 to UAL's Form 10-K for the year ended December
31, 1995, and incorporated herein by reference)). (Exhibit
10.4 hereto is filed with a request for confidential treatment
of certain portions thereof.)
* 10.5 Supplemental Agreement No. 9 dated as of July 12, 1996 to the
747-400 Purchase Agreement. (Exhibit 10.5 hereto is filed with
a request for confidential treatment of certain portions
thereof.)
10.6 Letter Agreement No. 1670-06 dated July 12, 1996 to the
747-400 Purchase Agreement. (Exhibit 10.6 hereto is
filed with a request for confidential treatment of certain
portions thereof.)
10.7 Letter Agreement No. 6-1162-DLJ-891R3 dated May 30, 1996
to the 747-400 Purchase Agreement. (Exhibit 10.7 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.8 Letter Agreement No. 6-1162-DLJ-891R4 dated July 12, 1996
to the 747-400 Purchase Agreement. (Exhibit 10.8 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.9 Supplemental Agreement No. 4 dated as of May 30,
1996 to the Agreement dated December 18, 1990 between
Boeing and United (and United Worldwide Corporation)
for acquisition of Boeing 777-200 aircraft (as
previously amended and supplemented, the "777-200
Purchase Agreement" (filed as Exhibit 10.7 to UAL's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference; supplements thereto
filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's
Form 10-Q for the quarter ended June 30, 1993, (ii)
Exhibit 10.2 to UAL's Form 10-K for the year ended
December 31, 1993, (iii) Exhibit 10.14 to UAL's Form 10-
Q for the quarter ended June 30, 1994, (iv) Exhibits
10.27 and 10.28 to UAL's Form 10-K for the year ended
December 31, 1994, (v) Exhibits 10.2 and 10.3 to UAL's
Form 10-Q for the quarter ended March 31, 1995, (vi)
Exhibits 10.4, 10.5 and 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 incorporated herein by
reference)). (Exhibit 10.9 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.10 Supplemental Agreement No. 5 dated July 12,
1996 to the 777-200 Purchase Agreement. (Exhibit 10.10
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.11 Letter Agreement No. 6-1162-MDH-077 dated May
6, 1996 to the 777-200 Purchase Agreement. (Exhibit
10.11 hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.12 Letter Agreement No. 6-1162-MDH-131 dated
July 12, 1996 to the 777-200 Purchase Agreement.
(Exhibit 10.12 hereto is filed with a request for
confidential treatment of certain portions thereof.)
10.13 Supplemental Agreement No. 6 dated as of May
30, 1996 to the Agreement dated October 25, 1988
between Boeing and 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, 10.15, 10.16,
10.17, 10.18, 10.19 and 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,
and (iii) Exhibit 10.9 to UAL's Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein
by reference)). (Exhibit 10.13 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.14 Supplemental Agreement No. 7 dated July 12,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.14
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.15 Letter Agreement No. 1485-09 dated July 12,
1996 to the 757-200 Purchase Agreement. (Exhibit 10.15
hereto is filed with a request for confidential
treatment of certain portions thereof.)
* 10.16 Change Order No. 10 dated February 1, 1996 to
the 757-200 Purchase Agreement. (Exhibit 10.16 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.17 Letter Agreement No. 6-1162-MDH-150 dated
July 12, 1996 to (a) the 747-400 Purchase Agreement,
(b) the 777-200 Purchase Agreement, (c) the 757-200
Purchase Agreement, (d) the Agreement dated as of March
1, 1990 between Boeing and United for acquisition of
767-300ER aircraft (as previously amended and
supplemented, the "767-300ER Purchase Agreement" (filed
as Exhibit 10(L) to UAL's Form 10-K for the year ended
December 31, 1989, and incorporated herein by
reference; supplements thereto filed as (i) Exhibits
10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13 and 10.22
to UAL's Form 10-Q for the quarter ended June 30, 1993,
and (ii) Exhibit 10.14 to UAL's Form 10-Q for the
quarter ended June 30, 1994, and (iii) Exhibits 10.10
and 10.11 to UAL's Form 10-Q for the quarter ended
March 31, 1995, and incorporated herein by reference)),
and (e) an amended and restated agreement dated as of
March 19, 1992 between Boeing and United for the
acquisition of 737 aircraft, the "737 Purchase
Agreement" (filed as Exhibit 10.15 to UAL's Form 10-K
for the year ended December 31, 1992, and incorporated
herein by reference; supplements thereto filed as (i)
Exhibits 10.20, 10.21 and 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,
and (iii) Exhibit 10.34 to UAL's Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference)). (Exhibit 10.17 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 10.18 Letter Agreement No. 6-1162-RCN-870R3 dated
May 24, 1996 to the 737 Purchase Agreement, 747-400
Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.18 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 10.19 Letter Agreement No. 6-1162-RCN-870R4 dated
July 12, 1996 to the 737 Purchase Agreement, 747-400
Purchase Agreement, 757-200 Purchase Agreement, 767-
300ER Purchase Agreement and 777-200 Purchase
Agreement. (Exhibit 10.19 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
* 11 Calculation of fully diluted net earnings per share.
* 12.1 Computation of Ratio of Earnings to Fixed Charges.
* 12.2 Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements.
* 27 Financial Data Schedule.
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* Previously Filed.