SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended November 30, 1995
Commission File No. 1 - 6033
United Air Lines, Inc.
Flight Attendant Employees' 401(k) Retirement Savings Plan
(Full title of the Plan)
United Air Lines, Inc.
(Employer sponsoring the Plan)
UAL Corporation
(Issuer of the shares held pursuant to the Plan)
1200 Algonquin Road, Elk Grove Township, Illinois
Mailing Address:
P.O. Box 66100, Chicago, Illinois 60666
(Address of principal executive offices)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of United Air Lines, Inc.:
We have audited the accompanying statement of net
assets available for plan benefits of the United
Air Lines, Inc. Flight Attendant Employees' 401(k)
Retirement Savings Plan as of November 30, 1995 and
1994, and the related statement of changes in net
assets available for plan benefits for the years
then ended. These financial statements are the
responsibility of the Plan Administrator. 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 the Plan
Administrator, 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 net assets available for plan benefits of the
United Air Lines, Inc. Flight Attendant Employees'
401(k) Retirement Savings Plan as of November 30,
1995 and 1994, and the changes in its net assets
for the years then ended in conformity with
generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 23, 1996
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the United Air Lines, Inc. Pension and Welfare Plans
Administration Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
United Air Lines, Inc.
Flight Attendant Employees'
401(k) Retirement Savings Plan
Dated May 24, 1996 By /s/ Douglas A. Hacker
Douglas A. Hacker
Member, United Air
Lines, Inc. Pension
and Welfare Plans
Administration Committee
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
November 30
1995 1994
INVESTMENT IN MASTER TRUST
Magellan Fund $ 17,091 $ _
Equity-Income Fund 4,631 -
Growth Company Fund 68,308 37,475
Government Securities Fund 261 -
OTC Portfolio 6,051 -
Overseas Fund 26,565 26,223
Balanced Fund 27,962 24,310
Asset Manager 2,157 -
Asset Manager: Growth 3,407 -
Asset Manager: Income 331 -
Retirement Money Market Portfolio 1,120 -
U.S. Bond Index Portfolio 352 -
U. S. Equity Index Portfolio 66,960 48,083
Stated Return Fund 145,925 150,149
Blended Income Fund 33,301 27,881
UAL Stock Fund 5,614 1,487
NET ASSETS AVAILABLE FOR PLAN BENEFITS $410,036 $315,608
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1995
EQUITY- GROWTH GOVERNMENT
MAGELLAN INCOME COMPANY SECURITIES
FUND FUND FUND FUND
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ - $ - $37,475 $ -
CONTRIBUTIONS 2,029 517 10,469 66
TRANSFERS
BETWEEN FUNDS 13,610 3,617 3,706 173
TRANSFERS
BETWEEN PLANS - - (11) -
RESULTS OF INVESTMENT
ACTIVITY
Dividends 16 48 1,382 11
Interest - - - -
Net appreciation
in value of investments 1,484 478 15,996 17
1,500 526 17,378 28
PAYMENTS TO PLAN
PARTICIPANTS (47) (29) (705) (6)
ADMINISTRATIVE
EXPENSES (1) - (4) -
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $17,091 $ 4,631 $68,308 $ 261
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1995
OTC OVERSEAS BALANCED ASSET
PORTFOLI0 FUND FUND MANAGER
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ - $26,223 $24,310 $ -
CONTRIBUTIONS 588 6,416 6,197 452
TRANSFERS
BETWEEN FUNDS 4,846 (6,941) (5,444) 1,516
TRANSFERS
BETWEEN PLANS - (2) 3 -
RESULTS OF
INVESTMENT
ACTIVITY
Dividends 82 446 1,052 24
Interest - - - -
Net appreciation
in value of investments 540 860 2,251 181
of investments
622 1,306 3,303 205
PAYMENTS TO PLAN
PARTICIPANTS (5) (435) (403) (16)
ADMINISTRATIVE
EXPENSES - (2) (4) -
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 6,051 $26,565 $27,962 $ 2,157
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1995
US
ASSET ASSET RETIREMENT US EQUITY
MANAGER: MANAGER: MONEY BOND INDEX
GROWTH INCOME MARKET INDEX PORTFOLIO
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ - $ - $ - $ - $48,083
CONTRIBUTIONS 796 52 216 72 3,316
TRANSFERS
BETWEEN FUNDS 2,145 255 882 256 (1,797)
TRANSFERS
BETWEEN PLANS - - - - (2)
RESULTS OF INVESTMENT
ACTIVITY
Dividends - 6 36 11 -
Interest - - - - -
Net appreciation
in value of investments 489 18 - 13 17,920
489 24 36 24 17,920
PAYMENTS TO PLAN
PARTICIPANTS (23) - (14) - (557)
ADMINISTRATIVE
EXPENSES - - - - (3)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 3,407 $ 331 $ 1,120 $ 352 $66,960
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1995
STATED BLENDED UAL
RETURN INCOME STOCK
FUND FUND FUND TOTAL
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $150,149 $27,881 $ 1,487 $315,608
CONTRIBUTIONS - 9,064 991 41,241
TRANSFERS
BETWEEN FUNDS (12,430) (5,039) 645 -
TRANSFERS
BETWEEN PLANS (24) 65 1 30
RESULTS OF INVESTMENT
ACTIVITY
Dividends - - - 3,114
Interest 10,063 2,013 - 12,076
Net appreciation
in value of investments - - 2,526 42,773
10,063 2,013 2,526 57,963
PAYMENTS TO PLAN
PARTICIPANTS (1,823) (656) (36) (4,755)
ADMINISTRATIVE
EXPENSES (10) (27) - (51)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $145,925 $33,301 $ 5,614 $410,036
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1994
U.S.
EQUITY
STATED INDEX UAL BLENDED
RETURN COMMINGLED STOCK INCOME
FUND POOL FUND FUND
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $150,418 $48,933 $ 2,344 $16,473
CONTRIBUTIONS - 3,014 925 7,964
TRANSFERS
BETWEEN FUNDS (7,850) (3,790) (1,512) 2,323
RESULTS OF INVESTMENT
ACTIVITY
Dividends - - - -
Interest 9,502 - - 1,313
Net appreciation
(depreciation)
in value of investments - 549 (237) -
9,502 549 (237) 1,313
PAYMENTS TO PLAN
PARTICIPANTS (1,913) (623) (33) (404)
ADMINISTRATIVE
EXPENSES (8) - - (58)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $150,149 $48,083 $ 1,487 $27,881
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In Thousands)
Year ended November 30
1994
GROWTH
COMPANY OVERSEAS BALANCED
FUND FUND FUND TOTAL
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $25,567 $12,098 $18,424 $274,527
CONTRIBUTIONS 9,513 5,851 6,753 34,020
TRANSFERS
BETWEEN FUNDS 2,715 7,601 513 -
RESULTS OF INVESTMENT
ACTIVITY
Dividends 2,592 205 950 3,747
Interest - - - 10,815
Net appreciation
(depreciation)
in value of investments (2,428) 677 (1,814) (3,253)
164 882 (864) 11,309
PAYMENTS TO PLAN
PARTICIPANTS (481) (208) (510) (4,172)
ADMINISTRATIVE
EXPENSES (3) (1) (6) (76)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $37,475 $26,223 $24,310 $315,608
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
This description is for general information purposes only.
Participants should refer to their summary plan description and
individual employee benefit statement for detailed benefit
information.
a. General and Plan Participants
The United Air Lines, Inc. Flight Attendant Employees'401 (k)
Retirement Savings Plan ("Plan") covers all employees of
United classified as flight attendants and who are members of
the Association of Flight Attendants. Eligible employees are
eligible to become participants on their date of hire. The
Plan is contributory and is subject to the Employee Retirement
Income Security Act of 1974, as amended.
b. Contributions and Vesting
Eligible employees may elect to contribute to the Plan,in
multiples of 1%, any percentage of their covered earnings, up
to 25% of each paycheck, subject to a maximum of $9,240 in 1995
and $9,500 in 1996. Lower limits may apply to certain highly
compensated participants if the Plan does not pass certain
nondiscrimination tests required by law. Contributions and
earnings are credited to separate accounts maintained for each
participant. Participants are immediately vested in their
employee contributions.
Participants may elect to invest in one or a combination of the
investment funds described in note (1)(d). Additionally, they may
subsequently change their contribution rate, redesignate the
allocation of contributions or transfer existing balances among
investment funds, subject to the limits set forth in the Plan.
Contributions include $279,848 and $8,084 for 1995 and 1994,
respectively, which were transferred from other qualified plans
as rollovers under Internal Revenue Code Sections 401(a) and 401(k).
c. Trustee and Recordkeeper
Fidelity Management Trust Company ("Fidelity") is the Plan Trustee
and Fidelity Institutional Retirement Services Company is the
recordkeeper of the Plan.
d. Master Trust Funds
Fidelity provides each participant with fifteen investment options:
Fidelity Magellan Fund; Fidelity Equity-Income Fund; Fidelity Growth
Company Fund; Fidelity Government Securities Fund; Fidelity OTC
Portfolio; Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity
Asset Manager; Fidelity Asset Manager: Growth; Fidelity Asset
Manager: Income; Fidelity Retirement Money Market Portfolio;
Fidelity U.S. Bond Index Portfolio; Fidelity U.S. Equity Index
Portfolio; Blended Income Fund and the UAL Stock Fund. These funds
are managed by Fidelity or Fidelity Investments (manager of Fidelity
Mutual Funds). The investments represent the Plan's allocable share
of the funds.
The Stated Return Fund is invested in Connecticut General's general
portfolio. The investment in and interest earned on the Stated
Return Fund are guaranteed against loss by Connecticut General.
Interest is credited monthly to the participant's account and is
net of administrative expenses. The rate of interest for any
period of time is determined by Connecticut General and may be
changed from time to time. Any such change will be declared in
advance and will become effective as of the first day of the month
immediately following the date the notice is given. The net rate
for 1995 and 1994 were 7.00% and 6.47%, respectively. However,
no further contributions can be made to this fund.
The Fidelity U.S. Equity Index Portfolio primarily invests in the
common stocks of the companies that make up the S&P 500 Index.
Assets are valued at market prices quoted on the New York Stock
Exchange ("NYSE").
Assets in the UAL Stock Fund are invested in UAL Corporation
common stock and are valued at market prices quoted on the NYSE.
Participants may invest in the UAL Stock Fund through direct
earnings deferrals.
The Blended Income Fund includes investment contracts purchased
by Fidelity from approved institutions that meet its stringent
credit standards at the time of purchase. The fund may also
include other high quality, income-oriented investments.
Assets are stated at fair value.
The remaining investment options are public mutual funds traded
on the NYSE. Portfolio securities and other assets are valued
primarily on the basis of market quotations or, if quotations
are not readily available, by a method which each fund's Board
of Trustees believes accurately reflects fair value. Foreign
securities are valued based on quotations from the primary market
in which they are traded and are translated from the local
currency into U.S. dollars using current exchange rates.
The Fidelity Magellan Fund invests primarily in securities of
domestic, foreign, and multinational issuers in the form of
common stocks, securities convertible into common stocks, and,
occasionally, debt securities.
The Fidelity Equity-Income Fund invests primarily in income-
producing equity securities, both domestic and foreign. It
seeks to achieve income greater than that of the S&P 500.
The Fidelity Growth Company Fund invests in common stocks,
securities convertible into common stocks, and, occasionally,
debt obligations from companies viewed as having unusual
opportunities to grow.
The Fidelity Government Securities Fund invests primarily
in fully guaranteed U.S. government bonds with any maturity.
The average maturity is approximately two to five years.
The Fidelity OTC Portfolio primarily invests in stocks traded
in the "over-the counter" market, which involves the investment
in securities of smaller, lesser-known companies.
The Fidelity Overseas Fund normally invests at least 65% of its
total assets in common stock, securities convertible to common
stock and debt instruments of foreign businesses and governments.
Fidelity Investments expects to invest most of the assets in
developed countries in these general geographic areas; the Americas
(other than the United States), the Far East and Pacific Basin,
and Western Europe.
The Fidelity Balanced Fund maintains a balance of high-yielding
securities, including foreign and domestic stocks and bonds.
At least 25% of the assets are invested in fixed-income senior
securities. All bonds in the Fund's portfolio are rated BBB or
better by Standard & Poor's Corporation, or Baa or better by
Moody's Investors Service, Inc.
The Fidelity Asset Manager invests in stocks, bonds and short-term
instruments in both domestic and foreign markets to achieve high
total returns in the long run. The allocation between these three
types of investments is generally 40%, 40%, and 20%, respectively,
however it may vary between the following ranges: stocks - 10% to
60%, bonds - 20% to 60%; and short-term instruments - 0% to 70%.
The Fidelity Asset Manager: Growth: invests in stocks, bonds and
short-term instruments in both domestic and foreign markets to
achieve long term maximum total investment return. The
allocation between these three types of investments is generally
65%, 30%, and 5%, respectively, however it may vary between the
following ranges: stocks - 0% to 100%, bonds - 0% to 100%; and
short-term instruments - 0% to 100%.
The Fidelity Asset Manager: Income: invests in stocks, bonds and
short-term instruments in both domestic and foreign markets to
achieve a high level of current income, and capital appreciation.
The allocation between these three types of investments is
generally 20%, 30%, and 50%, respectively, however it may vary
between the following ranges: stocks - 0% to 35%, bonds - 20% to
45%; and short-term instruments - 20% to 80%.
The Fidelity Money Market Trust: Retirement Money Market Portfolio:
invests in high quality, low risk domestic and foreign money market
instruments, primarily short-term instruments with maturities of
three months or less.
The Fidelity U.S. Bond Index Portfolio primarily invests in
securities included in the Lehman Brothers Aggregate Bond Index
in order to achieve comparable investment results.
Fidelity is authorized to engage in the lending of certain Plan
assets. Securities lending is an investment management enhancement
that utilizes the existing securities of the Funds to earn additional
income. It involves the loan of securities to various approved
brokers. In return for loaned securities, Fidelity receives
collateral in the form of cash and U.S. government securities as
a safeguard against possible default of any borrower on return of
the loan. Each loan is collateralized to the extent of 100 percent
of the market value of securities on loan. The collateral is
marked-to-market on a daily basis to maintain the margin
requirement.
On July 12, 1994, UAL Corporation underwent a recapitalization
under Section 368(a)(1)(E) of the Internal Revenue Code of 1986,
pursuant to which the shareholders engaged in a recapitalization
exchange with UAL Corporation. Each share of Old Common Stock was
exchanged for a package consisting of one half of a share of New
Common Stock and $84.81 in cash. The cash consideration received
by the Trustee on behalf of Plan participants was used to purchase
additional shares of New Common Stock or, at the direction of Plan
participants, was transferred to other investment funds. Pursuant
to the terms of the recapitalization, participants' direct earnings
deferrals and fund transfers into the UAL Stock Fund were
temporarily suspended from July 12, 1994 to August 4, 1994.
On May 20, 1996 (with a May 6, 1996 record date), UAL Common Stock
underwent a 4 for 1 stock split. Shares held in the UAL Stock Fund
were adjusted accordingly.
e. Withdrawals
Withdrawals from the Plan may be made as follows, as applicable to the
participant's eligibility, amount requested, and existing balances:
Participants who have separated from service (for reasons other
than death) may elect payment in the form of a lump sum, periodic
distributions, irregular partial distributions, or through the
purchase of an annuity. Distributions may also be directly rolled
over into an IRA or qualified plan.
Withdrawals of balances attributable to the United Air lines, Inc.
Flight Attendant Employees' Savings Plan or "the Prior Plan" are
normally made in the form of a single life annuity, if the
participant is unmarried, or a 50% contingent annuity with the
spouse as the contingent annuitant, if the participant is married.
Spousal consent is required if the participant elects to take a
distribution in the form of a lump sum payment, periodic
distributions, or other forms of annuities. Withdrawals of
balances from the 401(k) account may be made in the form of a lump
sum, periodic distributions, irregular partial distributions, or
through the purchase of an annuity other than a life annuity.
Spousal consent is not required for distribution of 401(k)
balances. Participants are able to defer the distribution of
balances attributable to "the Prior Plan" and the 401(k) account
until April 1 of the next calendar year after reaching age 70-1/2.
Distributions of accounts due to death of a participant may be
taken by the participant's beneficiary in the form of a lump sum
payment or through the purchase of an annuity, subject to the
limitations of Internal Revenue Code 401(a)(9). The participant's
surviving spouse, if married, is automatically the beneficiary of
the account, unless the spouse waives this right.
In-service withdrawals for participants, who are actively
employed or are absent due to reasons of illness, layoff, or
approved leave of absence, who maintain an employer-employee
relationship with United Air Lines, Inc. are permitted as follows:
- Discretionary withdrawals of post-tax contributions and
earnings
- Hardship withdrawals from 401(k) account, subject to
restrictions described in the Plan
- After reaching age 59-1/2, subject to certain requirements
specified in the Plan, all or a portion of the participant's
401(k) account may be withdrawn
- Upon reaching age 70-1/2, minimum distributions required
under Internal Revenue Code 401(a)(9) must be taken no later
than April 1 following the calendar year that the participant
has reached age 70-1/2.
In the case that a participant's account has never exceeded
$3,500, total distribution of the account will be made in a lump
sum payment upon termination of employment or death.
Generally, withdrawals are allocated pro-rata to the balances of
each of the investment funds in the participant's account.
Alternatively, the participant may specify which fund(s) that
distribution is made from. Distributions from UAL Stock Fund,
may be made in cash, or in whole shares of UAL Corporation common
stock, with fractional shares distributed in cash. Certain
restrictions on withdrawals may apply for participants domiciled
in, or residents of, non-U.S. locations.
f. Plan Termination Provisions
If the Plan is terminated, all amounts credited to a participant's
account at the time of termination shall be retained in the Trust
and will be distributed in accordance with the normal distribution
rules of the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
The financial statements are presented on the accrual basis.
b. Investments
Assets of United's 401(k) Plans Master Trust are owned by all
participating United plans consisting of the Management & Salaried
Employees' 401(k) Retirement Savings Plan, Ground Employees' 401(k)
Retirement Savings Plan, and the Flight Attendant Employees' 401(k)
Retirement Savings Plan.
c. Net Appreciation (Depreciation) in Value of Investments
Net appreciation (depreciation) in value of investments includes
realized and unrealized gains and losses. Realized and unrealized
gains and losses are calculated as the difference between fair
value at December 1, or date of purchase if subsequent to December 1,
and fair value at date of sale or the current year-end. The
unrealized gain or loss on investments represents the Plan's
allocable share of the difference between fair value at December 1,
or date of purchase, and the fair value at the date of sale or the
current year-end plus, where applicable, the change in the exchange
rate between the U.S. dollar and the foreign currency in which the
assets are denominated from December 1, or the date of purchase, to
the date of sale or the current year-end.
d. Plan Expenses
Administrative expenses represent administrative and investment
manager fees charged by Fidelity, accountant fees, recordkeeping
fees charged by Fidelity Institutional Retirement Services Co. and
some administrative fees charged by United. Brokerage and other
investment fees are included in the cost of the related security.
United performs certain reporting and supervisory functions for
the Plan without charge.
e. Transfers between Plans
Transfers between plans reflects the change in employee coverage
and transfer of any related balances between this Plan and other
defined contribution plans sponsored by United, including the
United Air Lines, Inc. Ground Employees' 401(k) Retirement Savings
Plan and the United Air Lines, Inc. Management and Salaried
Employees' 401(k) Retirement Savings Plan.
3. TAX STATUS
The Plan obtained its latest determination letter on August 8, 1986.
The Internal Revenue Service stated that the Plan, as written, was
in compliance with the requirements of the Internal Revenue Code and
that the trust was tax exempt. The Plan has been amended since
receiving the determination letter and a revised determination letter
has been requested from the Internal Revenue Service.
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K for the year
ended November 30, 1995, into UAL's previously filed Form S-8
and Post Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 33-44553) and Form S-8 Registration Statement
(File No. 33-62749) for the United Air Lines, Inc. Flight Attendant
Employees' 401(k) Retirement Savings Plan.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
May 24, 1996
