FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 number 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 (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 April 30, 1997
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Common Stock ($0.01 par value) 59,173,122
UAL Corporation and Subsidiary Companies Report on Form 10-Q
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For the Quarter Ended March 31, 1997
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Index
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PART I. FINANCIAL INFORMATION Page No.
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Item 1. Financial statements:
Condensed statements of consolidated 3
financial position - as of March 31, 1997
(unaudited) and December 31, 1996
Statements of consolidated operations 5
(unaudited) - for the three months
ended March 31, 1997 and 1996
Condensed statements of consolidated 6
cash flows (unaudited) - for the three
months ended March 31, 1997 and 1996
Notes to consolidated financial 7
statements (unaudited)
Item 2. Management's Discussion and Analysis 9
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
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Exhibit Index 15
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
March 31,
1997 December 31,
Assets (Unaudited) 1996
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Current assets:
Cash and cash equivalents $ 455 $ 229
Short-term investments 502 468
Receivables, net 1,119 962
Inventories, net 326 369
Deferred income taxes 222 227
Prepaid expenses and other 370 427
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2,994 2,682
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Operating property and equipment:
Owned 12,646 12,325
Accumulated depreciation and
amortization (5,476) (5,380)
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7,170 6,945
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Capital leases 2,060 1,881
Accumulated amortization (603) (583)
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1,457 1,298
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8,627 8,243
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Other assets:
Intangibles, net 517 524
Deferred income taxes 88 132
Aircraft lease deposits 213 168
Other 911 928
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1,729 1,752
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$ 13,350 $ 12,677
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See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
March 31,
1997 December 31,
Liabilities and Stockholders' Equity (Unaudited) 1996
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Current liabilities:
Current portions of long-term
debt and capital lease obligations $ 343 $ 297
Advance ticket sales 1,486 1,189
Accounts payable 837 994
Other 2,644 2,523
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5,310 5,003
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Long-term debt 1,623 1,661
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Long-term obligations under
capital leases 1,472 1,325
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Other liabilities and deferred credits:
Postretirement benefit liability 1,311 1,290
Deferred gains 1,147 1,151
Other 901 954
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3,359 3,395
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Company-obligated mandatorily
redeemable preferred securities
of a subsidiary trust 102 102
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Minority interest 36 31
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Preferred stock committed to
Supplemental ESOP 211 165
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Stockholders' equity:
Preferred stock - -
Common stock at par 1 1
Additional capital invested 2,310 2,160
Accumulated deficit (478) (566)
Unearned ESOP preferred stock (193) (202)
Other (403) (398)
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1,237 995
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Commitments and contingent
liabilities (See note)
$ 13,350 $ 12,677
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See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Statements of Consolidated Operations (Unaudited)
(In Millions, Except Per Share)
Three Months Ended
March 31
1997 1996
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Operating revenues:
Passenger $ 3,626 $ 3,278
Cargo 195 175
Other 300 282
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4,121 3,735
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Operating expenses:
Salaries and related costs 1,240 1,169
ESOP compensation expense 184 163
Aircraft fuel 554 474
Commissions 364 337
Purchased services 307 276
Aircraft rent 237 240
Landing fees and other rent 218 206
Depreciation and amortization 176 189
Aircraft maintenance 138 112
Other 509 507
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3,927 3,673
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Earnings from operations 194 62
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Other income (expense):
Interest expense (69) (85)
Interest capitalized 24 15
Interest income 12 18
Equity in earnings of affiliates 25 20
Miscellaneous, net (15) (20)
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(23) (52)
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Earnings before income taxes,
distributions on preferred
securities and extraordinary item 171 10
Provision for income taxes 65 4
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Earnings before distributions on
preferred securities and
extraordinary item 106 6
Distributions on preferred (1) -
securities, net of tax
Extraordinary loss on early
extinguishment of debt, net of tax - (29)
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Net earnings (loss) $ 105 $ (23)
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Per share:
Earnings (loss) before
extraordinary item $ 0.92 $ (0.32)
Extraordinary loss on early
extinguishment of debt, net of tax - (0.58)
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Net earnings (loss) $ 0.92 $ (0.90)
======= =======
Average shares 93.1 50.4
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Cash Flows (Unaudited)
(In Millions)
Three Months
Ended March 31
1997 1996
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Cash and cash equivalents at
beginning of period $ 229 $ 194
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Cash flows from operating activities 680 374
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Cash flows from investing activities:
Additions to property and equipment (308) (67)
Proceeds on disposition of
property and equipment 14 9
Decrease (increase) in short-term
investments (34) 306
Other, net - 40
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(328) 288
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Cash flows from financing activities:
Repayment of long-term debt (13) (304)
Conversion of subordinated debentures - (161)
Principal payments under capital
lease obligations (59) (48)
Aircraft lease deposits (56) (63)
Other, net 2 (32)
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(126) (608)
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Increase in cash and cash equivalents 226 54
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Cash and cash equivalents at
end of period $ 455 $ 248
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Cash paid during the period for:
Interest (net of amounts capitalized) $ 50 $ 80
Income taxes $ 2 $ -
Non-cash transactions:
Capital lease obligations incurred $ 239 $ 293
Increase in equity in connection
with the conversion of subordinated
debentures to common stock $ - $ 111
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements (Unaudited)
The Company
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UAL Corporation ("UAL") is a holding company whose
principal subsidiary is United Air Lines, Inc. ("United").
Interim Financial Statements
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The consolidated financial statements included herein
have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted pursuant to or as permitted by such rules and
regulations, although UAL believes that the disclosures are
adequate to make the information presented not misleading.
In management's opinion, all adjustments (which include
only normal recurring adjustments) necessary for a fair
presentation of the results of operations for the three
month periods have been made. These financial statements
should be read in conjunction with the consolidated
financial statements and footnotes thereto included in
UAL's Annual Report on Form 10-K for the year 1996.
Employee Stock Ownership Plans
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Pursuant to amended labor agreements which provide
for wage and benefit reductions and work-rule changes which
commenced July 1994, UAL has agreed to issue convertible
preferred stock to employees. Note 2 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report
on Form 10-K contains additional discussion of the
agreements, stock to be issued to employees and the related
accounting treatment. Shares earned in 1996 were allocated
in March 1997 as follows: 190,307 shares of Class 2 ESOP
Preferred Stock were contributed to the Non-Leveraged ESOP
and an additional 537,917 shares were allocated in "book
entry" form under the Supplemental Plan. Also, 2,345,745
shares of Class 1 ESOP Preferred Stock were allocated under
the Leveraged ESOP. Finally, an additional 768,493 shares
of Class 1 and Class 2 ESOP Preferred Stock have been
committed to be released by the Company since January 1,
1997.
Income Taxes
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The provisions for income taxes are based on the
estimated annual effective tax rate, which differs from
the federal statutory rate of 35% principally due to state
income taxes and certain nondeductible expenses. Deferred
tax assets are recognized based upon UAL's history of
operating earnings and expectations for future taxable
income.
Per Share Amounts
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During the first quarter of 1996, UAL repurchased
843,210 depositary shares, representing 843 shares of its
Series B 12 1/4% preferred stock at an aggregate cost of
$27 million. These transactions had no effect on earnings;
however, the difference of $6 million between the cash paid
and the carrying value of the preferred stock acquired is
included in the computation of earnings per share.
Per share amounts were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $19 and $16 million, respectively, in
the 1997 and 1996 first quarters. Per share amounts for
the 1997 first quarter were based on weighted average
common shares and common stock equivalents outstanding,
including ESOP shares committed to be released. Common
stock equivalents were not included in the 1996 first
quarter computations as they did not have a dilutive
effect.
In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share," which establishes
standards for computing and reporting earnings per share.
SFAS No. 128 is effective for periods ending after December
15, 1997; earlier application is not permitted. Restatement
of all prior-period earnings per share data is required. On
a pro forma basis, first quarter 1997 earnings per share
would be as follows:
Basic Earnings Per Share $ 1.45
Diluted Earnings Per Share $ 0.92
Prepayment of Long-Term Obligations
- -----------------------------------
On March 7, 1997, Air Wis Services, Inc. ("Air Wis"),
a wholly owned subsidiary of UAL, issued a notice of
redemption for all of its outstanding 7 3/4% convertible
subordinated debentures, due 2010. On April 8, $16 million
of debentures outstanding were redeemed at 100% of the
principal amount plus accrued interest. The debentures
have been reclassified to current long-term debt at March
31.
In the first quarter of 1996, UAL repaid prior to
maturity $242 million in principal amount of various debt
securities, resulting in an aggregate extraordinary loss of
$29 million, after a tax benefit of $18 million. The
securities were scheduled for repayment periodically
through 2021.
Contingencies and Commitments
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UAL 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 UAL is subject and its prior
experience, that the ultimate disposition of these
contingencies is not expected to materially affect UAL's
consolidated financial position or results of operations.
At March 31, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.7 billion, after deducting advance payments. An
estimated $2.6 billion will be spent during the remainder
of 1997, $2.0 billion in 1998, $1.0 billion in 1999 and
$1.1 billion in 2000 and thereafter. The above amounts
reflect firm orders for 18 B777 aircraft, 21 B747 aircraft,
6 B757 aircraft, 16 A320 aircraft and 28 A319 aircraft to
be delivered through 2002. However, these amounts do not
include a recent order for an additional three B747
aircraft which are scheduled to be delivered in 1999.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
UAL's total of cash and cash equivalents and short-
term investments was $957 million at March 31, 1997,
compared to $697 million at December 31, 1996. Cash flows
from operating activities amounted to $680 million.
Financing activities included principal payments under debt
and capital lease obligations of $13 million and $59
million, respectively, and deposits of an equivalent $56
million in Japanese yen with certain banks in connection
with the financing of certain capital lease transactions.
In the first quarter of 1997, United took delivery of
one A320 aircraft and two B777 aircraft. The A320 aircraft
was purchased and the B777s were acquired under capital
leases. Property additions, including the A320 and
aircraft spare parts, amounted to $308 million. Property
dispositions resulted in proceeds of $14 million.
At March 31, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.7 billion, after deducting advance payments. An
estimated $2.6 billion will be spent during the remainder
of 1997, $2.0 billion in 1998, $1.0 billion in 1999 and
$1.1 billion in 2000 and thereafter. The above amounts
reflect firm orders for 18 B777 aircraft, 21 B747 aircraft,
6 B757 aircraft, 16 A320 aircraft and 28 A319 aircraft to
be delivered through 2002. However, these amounts do not
include a recent order for an additional three B747
aircraft which are scheduled to be delivered in 1999.
Funds necessary to finance aircraft acquisitions are
expected to be obtained from internally generated funds,
irrevocable external financing arrangements or other
external sources.
In April 1997, Standard & Poor's raised its credit
rating on United's senior unsecured debt to BB+ from BB and
raised its credit rating on UAL's Series B preferred stock
and redeemable preferred securities to BB- from B+.
RESULTS OF OPERATIONS
UAL's results of operations for interim periods are
not necessarily indicative of those for an entire year, as
a result of seasonal factors to which United is subject.
First and fourth quarter results are normally affected by
reduced travel demand in the fall and winter and United's
operations, particularly at its Chicago and Denver hubs and
at certain east coast cities, are adversely affected by
winter weather on occasion.
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. UAL anticipates industrywide fare
levels, capacity growth, low-cost competition, general
economic conditions, labor and fuel costs, taxes, U.S. and
international governmental policies and other factors will
continue to affect its operating results.
Summary of Results
------------------
UAL's earnings from operations were $194 million in
the first quarter of 1997, compared to operating earnings
of $62 million in the first quarter of 1996. UAL had net
earnings in the 1997 first quarter of $105 million ($0.92
per share), compared to a net loss of $23 million in the
same period of 1996 (a loss of $0.90 per share). The 1996
first quarter results include an extraordinary loss of $29
million ($0.58 per share) on early extinguishment of debt.
The per share amounts for the 1996 first quarter
include the effects on equity of the repurchase of Series B
preferred stock. See "Per Share Amounts" in the notes to
consolidated financial statements.
Management believes that a more complete
understanding of UAL's results can be gained by viewing
them on a pro forma, "fully distributed" basis. This
approach considers all ESOP shares which will ultimately be
distributed to employees throughout the ESOP (rather than
just the shares committed to be released) to be immediately
outstanding and thus fully distributed. Consistent with
this method, the ESOP compensation expense is excluded from
fully distributed net earnings and ESOP convertible
preferred stock dividends are not deducted from earnings
attributable to common stockholders. On a fully
distributed basis, UAL's net earnings for the 1997 first
quarter would have been $215 million ($1.61 per share)
compared to $105 million ($0.92 per share) as reported
under generally accepted accounting principles. For the
first quarter of 1996, fully distributed net earnings would
have been $76 million ($0.50 per share) compared to a loss
of $23 million (loss of $0.90 per share) as reported under
generally accepted accounting principles. No adjustments
are made to fully distributed earnings to take into account
future salary increases.
Specific factors affecting UAL's consolidated
operations for the first quarter of 1997 are described
below.
First Quarter 1997 Compared with First Quarter 1996.
----------------------------------------------------
Operating revenues increased $386 million (10%).
United's revenue per available seat mile increased 7% to
10.19 cents. Passenger revenues increased $348 million
(11%) due to a 5% increase in yield to 12.80 cents and a 5%
increase in revenue passenger miles. The Company believes
that passenger revenues benefited by approximately $25
million due to the threat of a labor strike at a major
competitor. The following analysis by market is based on
information reported to the U.S. Department of
Transportation:
Latin America revenue passenger miles increased 7%
over the same period last year, with a 13% increase in
yield largely due to the strengthening Latin America
economy. Atlantic revenue passenger miles increased 11%
and yield increased nearly 5% for the period. In the
Pacific, revenue passenger miles increased 3% and yield
increased 1% from the same period last year. Pacific
yields continue to be negatively impacted by the weakness
of the Japanese yen to the dollar. Domestic revenue
passenger miles increased 5% with a 6% increase in yield.
The increase in domestic yield is a result of a strong
market industry-wide coupled with continued success in
attracting a better mix of higher-yield business travelers.
Available seat miles increased 4% systemwide, reflecting
increases of 13% in the Atlantic, 1% in the Pacific and 4%
on Domestic routes, offset by a decrease of 4% in Latin
America. The system passenger load factor increased 1.2
points to 69.9%.
Cargo revenues increased $20 million (11%) as freight
revenues increased 13% and mail revenues increased 9%.
Cargo yield decreased 2% from the same period last year.
Other operating revenues increased $18 million (6%) due to
increases in Mileage Plus partner-related revenues and fuel
sales to third parties.
Operating expenses increased $254 million (7%) and
United's cost per available seat mile increased 3%, from
8.98 cents to 9.27 cents. ESOP compensation expense
increased $21 million (13%), reflecting a higher average
common stock price in 1997. Aircraft fuel expense
increased $80 million (17%) due to a 2% increase in
consumption and a 15% increase in the average price per
gallon of fuel to 78.3 cents. Without the increases in
ESOP compensation expense and aircraft fuel, United's cost
per available seat mile would have increased 2%. Salaries
and related costs increased $71 million (6%) due mainly to
increased staffing in certain customer-oriented positions.
Landing fees and other rent increased $12 million (6%) due
to increased landing fees and facilities rent at various
airports. Purchased services increased $31 million (11%)
due principally to volume-related increases in computer
reservations fees and credit card discounts. Aircraft
maintenance increased $26 million (23%) due to increased
purchased maintenance, as well as the timing of maintenance
cycles. Commissions increased $27 million (8%) due
primarily to increased commissionable revenues.
Depreciation and amortization decreased $13 million (7%)
due to lower depreciation on DC10-10 aircraft, which are
being exchanged for B727 hushkits.
Other expense amounted to $23 million in the first
quarter of 1997 compared to $52 million in the first
quarter of 1996. Interest expense decreased $16 million
(19%) due to the prepayment of long-term debt in 1996.
Interest capitalized, primarily on aircraft advance
payments, increased $9 million (60%). Interest income
decreased $6 million (33%) due to lower investment
balances. Equity in earnings of affiliates increased $5
million (25%) due primarily to higher earnings from the
Galileo International Partnership resulting from increased
booking revenues. Included in "Miscellaneous, net" in the
1997 and 1996 first quarters were foreign exchange losses
of $5 million and $6 million, respectively.
LABOR AGREEMENTS AND WAGE ADJUSTMENTS
Both the Air Line Pilots Association, International
("ALPA") and the International Association of Machinists and
Aerospace Workers ("IAM") ratified previously announced mid-
term wage adjustments. Included in the agreements are a 5%
increase to wage rates for each union group in July 1997 and
a second 5% increase in July 1998. Further, the agreement
with ALPA calls for a corresponding 5% increase in both 1997
and 1998 to "book rates" (book rates are used to compute
certain other employee benefits), and the agreement with the
IAM provides for lump sum payments for all IAM employees and
increases in hourly license premium and skill pay for
mechanics. These agreements also provide for restoration of
wage rates for the two groups in the year 2000 to levels
that existed prior to the recapitalization in July 1994, as
well as restoration of the Company's contribution to the
pilots defined contribution plan from its current rate of 1%
to its pre-ESOP rate of 9% in the year 2000.
In March, the Company also announced the details of
mid-term wage adjustments for non-union United States
salaried and management employees. Salaried employees will
receive a 5% increase in both July 1997 and July 1998, as
well as a lump-sum payment in July 1997. Management
employees will receive a 4% increase in both July 1997 and
July 1998, and management employees not participating in the
Company's Incentive Compensation Plan will participate in a
three-year profit-sharing plan that could pay an additional
amount in 1998, 1999 and 2000, if the Company meets specific
pre-tax earnings objectives in 1997, 1998 and 1999,
respectively. The cost to the Company in 1997 for these
wage and benefit adjustments is approximately $120 million.
OUTLOOK FOR 1997
In 1997, available seat miles are expected to increase
approximately 3.5%, with total system revenue per available
seat mile up approximately 3%. Costs per available seat
mile excluding ESOP charges are expected to increase
approximately 2%. This unit cost forecast assumes the
average cost of jet fuel per gallon is lower in 1997 than in
1996.
For the second quarter, United expects total system
revenue per available seat mile to increase approximately 3%
versus the same period last year, on 3% higher capacity.
System load factor is forecast to increase slightly compared
to second quarter 1996. Costs per available seat mile
excluding ESOP charges are expected to increase 3% over the
same period last year.
Based on the favorable industry environment, advance
bookings and first quarter results, the Company anticipates
its "fully distributed" earnings per share in 1997 will
exceed those for 1996 (see "Results of Operations, Summary
of Results" for further explanation of this pro forma
methodology). Due to the reinstatement of the Federal
passenger excise tax (see below), the Company believes the
rate of improvement in year-over-year "fully distributed"
earnings for the second and third quarter will be less than
in the first quarter. Based on the current favorable
industry environment, the Company expects second quarter
1997 "fully distributed" earnings per share to be slightly
higher than second quarter 1996.
The Federal passenger excise tax, which expired on
December 31, 1996, was reinstated during the first quarter.
While the authority to collect this tax is scheduled to
expire once again at the end of the third quarter, the
Company expects a replacement funding mechanism, either
reinstatement of the current tax or a substitute user-based
fee system, to go into effect at the end of this period.
The information included in the previous paragraphs
is forward-looking and involves risks and uncertainties
that could result in actual results differing materially
from expected results. It is not reasonably possible to
itemize all of the many factors and specific events that
could affect the outlook of an airline operating in the
global economy. Some factors that could significantly
impact expected capacity, load factors, revenues, unit
revenues, unit costs and earnings per share include the
airline pricing environment, fuel costs, low-fare carrier
expansion, cost of safety and security measures, actions of
the U.S., foreign and local governments, foreign currency
exchange rate fluctuations, the economic environment of the
airline industry, the general economic environment, and
other factors discussed herein.
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits
A list of exhibits included as part of this Form 10-Q is
set forth in an Exhibit Index which immediately precedes
such exhibits.
(b) Form 8-K dated May 6, 1997 to report a cautionary
statement for purposes of the "Safe Harbor for Forward-
Looking Statements" provision of the Private Securities
Litigation Reform Act of 1995.
SIGNATURES
- ----------
Pursuant to the requirements 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.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Douglas A. Hacker
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
Dated: May 8, 1997
Exhibit Index
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Exhibit No. Description
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10.1 Supplemental Agreement No. 10 dated as of April 11, 1997
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 Corporation's
("UAL") 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, (viii) Exhibit 10.41 to UAL's Form 10-K
for the year ended December 31, 1995, and (ix) Exhibits
10.4 and 10.5 to UAL's Form 10-Q for the quarter ended
June 30, 1996, as amended, and incorporated herein by
reference)). (Exhibit 10.1 hereto is filed with a
request for confidential treatment of certain portions
thereof.)
10.2 Supplemental Agreement No. 11 dated as of April 11, 1997
to the 747-400 Purchase Agreement. (Exhibit 10.2 hereto
is filed with a request for confidential treatment of
certain portions thereof.)
10.3 Letter Agreement No. 6-1162-DLJ-891R5 dated April 11,
1997 to the 747-400 Purchase Agreement. (Exhibit 10.3
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.4 Amendment No. 5 dated August 22, 1996 to the Agreement
dated August 10, 1992 between AVSA, S.A.R.L., as seller,
and United, 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's 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 Form 10-K for the year ended December 31, 1993,
(ii) Exhibits 10.15 and 10.16 to UAL's Form 10-Q for the
quarter ended June 30, 1994, (iii) Exhibit 10.31 to
UAL's Form 10-K for the year ended December 31, 1994,
(iv) Exhibit 10.9 to UAL's Form 10-Q for the quarter
ended June 30, 1995, and (v) Exhibit 10.42 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 Amendment No. 6 dated January 31, 1997 to the A320-200
Purchase Agreement dated August 10, 1992. (Exhibit 10.5
hereto is filed with a request for confidential
treatment of certain portions thereof.)
10.6 Amendment No. 7 dated January __, 1997 to the A320-200
Purchase Agreement dated August 10, 1992. (Exhibit 10.6
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.