View:
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, 2000
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
---------------
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
-------- ----------
(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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
-----------------------------------------------------------------
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 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, 2000
----- --------------
Common Stock ($0.01 par value) 49,955,858
UAL Corporation and Subsidiary Companies Report on Form 10-Q
------------------------------------------------------------
For the Quarter Ended March 31, 2000
------------------------------------
Index
- -----
PART I. FINANCIAL INFORMATION Page No.
- ------ --------------------- --------
Item 1. Financial Statements
Condensed Statements of Consolidated 3
Financial Position - as of March 31, 2000
(Unaudited) and December 31, 1999
Statements of Consolidated Operations 5
(Unaudited) - for the three months ended
March 31, 2000 and 1999
Condensed Statements of Consolidated 6
Cash Flows (Unaudited) - for the three
months ended March 31, 2000 and 1999
Notes to Consolidated Financial 7
Statements (Unaudited)
Item 2. Management's Discussion and Analysis of 10
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 14
PART II. OTHER INFORMATION
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
- ----------
Exhibit Index 17
- -------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
March 31,
2000 December 31,
Assets (Unaudited) 1999
- ------ ----------- ------------
Current assets:
Cash and cash equivalents $ 400 $ 310
Short-term investments 393 379
Receivables, net 1,494 1,284
Inventories, net 327 340
Deferred income taxes 215 222
Prepaid expenses and other 493 400
------ ------
3,322 2,935
------ ------
Operating property and equipment:
Owned 18,138 17,695
Accumulated depreciation and
amortization (5,302) (5,207)
------ ------
12,836 12,488
------ ------
Capital leases 2,921 3,022
Accumulated amortization (566) (645)
------ ------
2,355 2,377
------ ------
15,191 14,865
------ ------
Other assets:
Investments in affiliates 431 533
Intangibles, net 563 568
Aircraft lease deposits 589 594
Prepaid rent 577 585
Other, net 979 883
------ ------
3,139 3,163
------ ------
$ 21,652 $ 20,963
====== ======
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
(In Millions)
March 31,
2000 December 31,
Liabilities and Stockholders' Equity (Unaudited) 1999
- ------------------------------------ ----------- ------------
Current liabilities:
Short-term borrowings $ - $ 61
Current portions of long-term debt
and capital lease obligations 382 282
Advance ticket sales 1,824 1,412
Accounts payable 1,026 967
Other 3,102 2,689
------ ------
6,334 5,411
------ ------
Long-term debt 2,634 2,650
------ ------
Long-term obligations under
capital leases 2,257 2,337
------ ------
Other liabilities and deferred credits:
Deferred pension liability 115 70
Postretirement benefit liability 1,527 1,489
Deferred gains 968 986
Other 1,859 1,876
------ ------
4,469 4,421
------ ------
Company-obligated mandatorily redeemable
preferred securities of a subsidiary trust 99 100
------ ------
Preferred stock committed to
Supplemental ESOP 798 893
------ ------
Stockholders' equity:
Preferred stock - -
Common stock at par 1 1
Additional capital invested 4,340 4,099
Retained earnings 2,000 2,138
Unearned ESOP preferred stock (47) (28)
Accumulated other comprehensive income 257 352
Treasury stock (1,482) (1,402)
Other (8) (9)
------ ------
5,061 5,151
------ ------
Commitments and contingent
liabilities (See note) ------ ------
$ 21,652 $ 20,963
====== ======
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
2000 1999
---- ----
Operating revenues:
Passenger $ 3,967 $ 3,680
Cargo 217 208
Other 362 272
------ ------
4,546 4,160
------ ------
Operating expenses:
Salaries and related costs 1,424 1,409
ESOP compensation expense 91 182
Aircraft fuel 539 395
Commissions 249 283
Purchased services 403 379
Aircraft rent 222 219
Landing fees and other rent 229 223
Depreciation and amortization 232 211
Special charges 41 -
Cost of third-party sales 260 130
Aircraft maintenance 189 178
Other 415 405
------ ------
4,294 4,014
------ ------
Earnings from operations 252 146
------ ------
Other income (expense):
Interest expense (98) (92)
Interest capitalized 20 19
Interest income 16 11
Equity in earnings of affiliates (1) 24
Miscellaneous, net (12) 15
------ ------
(75) (23)
------ ------
Earnings before income taxes, distributions
on preferred securities and cumulative
effect of accounting change 177 123
Provision for income taxes 66 44
------ ------
Earnings before distributions on
preferred securities and cumulative
effect of accounting change 111 79
Distributions on preferred securities,
net of tax (1) (1)
Cumulative effect of accounting change,
net of tax (209) -
------ ------
Net earnings (loss) $ (99) $ 78
====== ======
Per share, basic:
Earnings before cumulative effect $ 1.42 $ 0.91
Cumulative effect of accounting
change, net of tax (4.14) -
------ ------
Net earnings (loss) $ (2.72) $ 0.91
====== ======
Per share, diluted:
Earnings before cumulative effect $ 0.62 $ 0.44
Cumulative effect of accounting
change, net of tax (1.80) -
------ ------
Net earnings (loss) $ (1.18) $ 0.44
====== ======
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
2000 1999
---- ----
Cash and cash equivalents at
beginning of period $ 310 $ 390
----- -----
Cash flows from operating activities 882 712
----- -----
Cash flows from investing activities:
Additions to property and equipment (556) (658)
Proceeds on disposition of
and equipment 6 113
Decrease (increase) in short-term
investments (14) 42
Other, net (113) (4)
----- -----
(677) (507)
----- -----
Cash flows from financing activities:
Proceeds from issuance of long-term debt 200 286
Repayment of long-term debt (128) (271)
Principal payments under capital
lease obligations (58) (113)
Purchase of equipment debt certificates
under Company leases - (47)
Repurchase of common stock (81) (42)
Decrease in short-term borrowings (61) (134)
Aircraft lease deposits - (30)
Other, net 13 12
----- -----
(115) (339)
----- -----
Increase (decrease) in cash and
cash equivalents 90 (134)
----- -----
Cash and cash equivalents at
end of period $ 400 $ 256
===== =====
Cash paid during the period for:
Interest (net of amounts capitalized) $ 68 $ 55
Income taxes $ 4 $ 25
Non-cash transactions:
Capital lease obligations incurred $ 3 $ 407
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements (Unaudited)
------------------------------------------------------
The Company
- -----------
UAL Corporation ("UAL") is a holding company whose
principal subsidiary is United Air Lines, Inc. ("United").
Interim Financial Statements
- ----------------------------
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 1999.
Employee Stock Ownership Plans
- ------------------------------
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 1999 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 1999 were allocated in March 2000
as follows: 434,465 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 248,572
shares were allocated in "book entry" form under the
Supplemental Plan. Also, 2,390,931 shares of Class 1 ESOP
Preferred Stock were allocated under the Leveraged ESOP.
Finally, an additional 626,127 shares of Class 1 and Class 2
ESOP Preferred Stock have been committed to be released by the
Company since January 1, 2000.
Income Taxes
- ------------
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, dividends on ESOP Preferred Stock and certain
nondeductible items.
Per Share Amounts
- -----------------
Basic earnings per share were computed by dividing net
income before cumulative effect by the weighted-average number of
shares of common stock outstanding during the year. In addition,
diluted earnings per share amounts include potential common
shares including common shares issuable upon conversion of ESOP
shares committed to be released.
Earnings Attributable to Common Three Months Ended
Stockholders (Millions) March 31
- ------------------------------- ------------------
2000 1999
---- ----
Net income before cumulative effect $ 110 $ 78
Preferred stock dividends and other (38) (31)
---- ----
Earnings attributable to common
stockholders (Basic and Diluted) $ 72 $ 47
==== ====
Shares (Millions)
- ----------------
Weighted average shares outstanding (Basic) 50.5 51.3
Convertible ESOP preferred stock 64.7 54.1
Other 0.9 1.3
----- -----
Weighted average number of shares (Diluted) 116.1 106.7
===== =====
Earnings Per Share before Cumulative Effect
- -------------------------------------------
Basic $1.42 $0.91
Diluted $0.62 $0.44
Segment Information
- -------------------
United has a global route network designed to transport
passengers and cargo between destinations in North America, the
Pacific, Latin America and Europe. These regions constitute
United's four reportable segments.
A reconciliation of the total amounts reported by reportable
segments to the applicable amounts in the financial statements
follows:
(In Millions) Three Months Ended March 31, 2000
- ------------- ---------------------------------
Reportable
Latin Segment Consolidated
Domestic Pacific Atlantic America Total Other Total
-------- ------- -------- ------- ----- ----- ----------
Revenue $3,190 $ 689 $ 446 $ 208 $4,533 $13 $4,546
Fully distributed earnings
before income taxes and
special charges $ 232 $ 32 $ 11 $ 23 $ 298 $11 $ 309
(In Millions) Three Months Ended March 31, 1999
- ------------- ---------------------------------
Reportable
Latin Segment Consolidated
Domestic Pacific Atlantic America Total Other Total
-------- ------- -------- ------- ----- ----- ----------
Revenue $2,887 $ 648 $ 409 $ 206 $4,150 $10 $4,160
Fully distributed earnings
before income taxes and
special charges $ 265 $ 1 $ 16 $ 16 $ 298 $ 7 $ 305
Three Months Ended
March 31
(In Millions) 2000 1999
- ------------- ---- ----
Total fully distributed earnings
for reportable segments $ 298 $ 298
Special charges (41) -
UAL subsidiary earnings 11 7
Less: ESOP compensation expense 91 182
---- ----
Total earnings before income taxes, distributions
on preferred securities and cumulative effect
of accounting change $ 177 $ 123
==== ====
Other Comprehensive Income
- --------------------------
Total comprehensive income (loss) for the three months
ending March 31, 2000 was $(194) million compared to $78 million
for the first quarter 1999. Other comprehensive income consisted
of net unrealized losses of $95 million in 2000. There was no
other comprehensive income in 1999.
Accounting Changes
- ------------------
During the first quarter of 2000, UAL changed its method of
accounting for the sale of mileage to participating partners in
its Mileage Plus program, in accordance with Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements."
Under the new accounting method, a portion of the other revenue
from the sale of mileage is deferred and recognized as passenger
revenue when the transportation is provided. Accordingly, UAL
has recorded a charge of $209 million, net of tax, for the
cumulative effect of a change in accounting principle to reflect
the application of the accounting method to prior years. This
change resulted in a reduction to revenues of approximately $5
million in the first quarter 2000 and would have impacted 1999
first quarter revenues by approximately $7 million. As of March
31, 2000, the deferred revenue balance relating to Mileage Plus
was $376 million.
Contingencies and Commitments
- -----------------------------
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, 2000, commitments for the purchase of
property and equipment, principally aircraft, approximated $4.5
billion, after deducting advance payments. An estimated $1.8
billion will be spent during the remainder of 2000, $1.8 billion
in 2001 and $0.9 billion in 2002 and thereafter. The major
commitments are for the purchase of A319, A320, B747, B767 and
B777 aircraft, which are scheduled to be delivered through 2002.
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 $793 million at March 31, 2000, compared to $689
million at December 31, 1999. Cash flows from operating
activities amounted to $882 million. Financing activities
included principal payments under debt and capital lease
obligations of $128 million and $58 million, respectively.
Additionally, the Company issued $200 million in long-term debt
during the period to finance the acquisition of aircraft.
Property additions, including aircraft and aircraft spare
parts, amounted to $556 million. Property dispositions resulted
in proceeds of $6 million. In the first quarter of 2000, United
took delivery of two A320, one B767 and one B777 aircraft. All
of these aircraft were purchased. In addition, United retired
three DC10 aircraft in the first quarter.
At March 31, 2000, commitments for the purchase of
property and equipment, principally aircraft, approximated $4.5
billion, after deducting advance payments. Of this amount, an
estimated $1.8 billion is expected to be spent during the
remainder of 2000. For further details, see "Contingencies and
Commitments" in the Notes to Consolidated Financial Statements.
RESULTS OF OPERATIONS
- ---------------------
Summary of Results
------------------
UAL's earnings from operations were $252 million in the
first quarter of 2000, compared to operating earnings of $146
million in the first quarter of 1999. UAL's net earnings before
the cumulative effect of an accounting change were $110 million
($0.62 per share, diluted), compared to net earnings of $78
million in the same period of 1999 ($0.44 per share, diluted).
The 2000 earnings also include a special charge of $26
million, net of tax, ($0.22 per share, diluted) associated with
the asset write-down and losses related to subleases on non-
operating British Aerospace Advanced Turbo-Prop ("ATP") aircraft
previously used in the United Express operation.
Management believes that a more complete understanding of
UAL's results may 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. No adjustments are
made to Fully Distributed earnings to reflect future salary
increases. A comparison of results reported on a Fully
Distributed basis to results reported under generally accepted
accounting principles (GAAP) is as follows:
March 31, 2000 March 31, 1999
-------------- --------------
GAAP Fully GAAP Fully
(diluted) Distributed (diluted) Distributed
--------- ----------- --------- -----------
Net income (loss) $ (99) $ (44) $ 78 $ 187
---- ---- ---- ----
Per share, diluted:
Earnings before special charges
and cumulative effect of
accounting change $ 0.84 $ 1.61 $0.44 $1.54
Special charges (0.22) (0.22) - -
Cumulative effect of
accounting change (1.80) (1.78) - -
---- ---- ---- ----
Earnings (loss) per share $(1.18) $(0.39) $0.44 $1.54
==== ==== ==== ====
The current relationship of earnings and earnings per share
as computed on a GAAP basis versus a Fully Distributed basis may
not be representative of the relationship in future periods
because of various factors. These factors include, but are not
limited to: the dependence of ESOP compensation expense on the
common stock price; trends and commitments with respect to wages;
and the increasing number of shares assumed outstanding under the
GAAP basis during the remainder of the ESOP period. During the
year 2000, the shares assumed outstanding under the GAAP basis
will approach the number of shares assumed outstanding under the
Fully Distributed basis.
Specific factors affecting UAL's consolidated operations
for the first quarter of 2000 are described below.
First Quarter 2000 Compared with First Quarter 1999.
----------------------------------------------------
Operating revenues increased $386 million (9%) and
United's revenue per available seat mile (unit revenue)
increased 9% to 10.66 cents. Passenger revenues increased $287
million (8%) due to an 8% increase in yield to 13.58 cents.
United's revenue passenger miles remained unchanged, while
available seat miles across the system were up 1% over the first
quarter of 1999, resulting in a passenger load factor decrease
of 0.7 point to 68.2%. The following analysis by market is
based on information reported to the U.S. Department of
Transportation:
Increase (Decrease)
-------------------
Available Seat Revenue Passenger Miles Revenue Per Revenue
Miles (Capacity) (Traffic) Passenger Mile (Yield)
---------------- ----------------------- ----------------------
Domestic 2% 1% 8%
Pacific (3%) (6%) 12%
Atlantic 3% 1% 7%
Latin America (11%) (2%) -
System 1% - 8%
Cargo revenues increased $9 million (4%), despite a
decrease in cargo yield of 4%. Other operating revenues
increased $90 million (33%) due to increased fuel sales to third
parties, partially offset by the decrease in frequent-flyer
program partner-related revenues as a result of a change in
accounting principle.
Operating expenses increased $280 million (7%) and
United's cost per available seat mile (unit cost) increased 5%,
from 9.49 cents to 10.00 cents, including ESOP compensation
expense. Without the ESOP compensation expense, United's unit
cost would have been 9.78 cents, an increase of 8% from the 1999
first quarter. ESOP compensation expense decreased $91 million
(50%), reflecting the decrease in the estimated average fair
value of ESOP stock committed to be released to employees as a
result of UAL's lower common stock price. Aircraft fuel
increased $144 million (37%) due to a 34% increase in the cost
of fuel from 54.4 cents to 73.0 cents a gallon. Commissions
decreased $34 million (12%) due to a change in the commission
structure implemented in the fourth quarter of 1999.
Depreciation and amortization increased $21 million (10%) due to
an increase in the number of owned aircraft. Cost of third-
party sales increased $130 million (100%) due to costs
associated with fuel sales to third parties.
Other non-operating expense amounted to $75 million in the
first quarter of 2000 compared to $23 million in the first
quarter of 1999. Equity in earnings of affiliates decreased $25
million as a result of United discontinuing the equity method of
accounting for its investment in Galileo. Miscellaneous, net
includes $7 million in losses on currency options and $5 million
of other foreign exchange gains in 2000, compared to $14 million
in gains on written yen call options and $7 million of other
foreign exchange gains in 1999.
LABOR AGREEMENTS
- ----------------
On April 12, 2000, the Company's contract with the Air Line
Pilots' Association International ("ALPA") became amendable. The
Company has been in negotiations with ALPA since December 1998
for a new contract. However, on April 14, 2000, United and ALPA,
in a joint meeting with the National Mediation Board ("NMB"),
briefed the NMB on the status of negotiations and formally
requested their mediation assistance. Under the terms of the
Railway Labor Act, United's current agreement will remain in
effect while negotiations continue.
E-COMMERCE AND MILEAGE PLUS
- ---------------------------
United continues to deliver on its commitment to create
shareholder value by further developing its core airline
business, enhancing the Company's relationships with its
customers and building strategic businesses that leverage the
value of the United franchise.
In January, United announced its intentions to launch an e-
commerce subsidiary that will be dedicated to maximizing the
sale of travel products over the Internet and Internet- enabled
devices. Accordingly, United has established an e-commerce
division, consisting of a cross-functional team of nearly 70
employees from United's marketing and technical disciplines to
develop and expand lower-cost distribution channels and develop
new customer interfaces for enhancing customer service
opportunities; ultimately, this group will be transferred to the
new subsidiary.
A major part of this initiative is the recently redesigned
united.com web site. Gross air bookings on united.com in the
first quarter 2000 grew over 200 percent from the same period
last year. Total revenue earned over the Internet reached $153
million in the first quarter compared to $60 million in 1999.
In addition, United continues to build its Internet network by
establishing and expanding its partnerships with companies such
as GetThere.com, BuyTravel.com and Priceline.com. These
investments build upon United's long-standing investments in
technology ventures such as Galileo International, Inc. and
Equant N.V., which are valued at $384 million and $118 million,
respectively at March 31, 2000.
United's Mileage Plus frequent flyer program continues to
grow due to the success of partnerships such as First USA
Mileage Plus Visa and Master Card, MCI WorldCom and E*TRADE.
Revenue from third-party mileage sales reached $107 million
during the first quarter, compared to $91 million in 1999, as
adjusted for the change in accounting principle.
OUTLOOK FOR 2000
- ----------------
The Company expects the underlying trends that contributed
to the strong revenue performance in the first quarter to
continue into the second quarter. Total unit revenues are
expected to rise between 7 percent and 8.5 percent. Fully distributed
unit costs are expected to rise 9.8 percent, based on an average
fuel price of 72.5 cents per gallon. Excluding fuel, unit costs
are expected to rise 7 percent, as the Company begins returning
wages to pre-ESOP levels and implements its commitment to
providing all employee groups with competitive compensation.
Based on the revenue and cost projections, the Company expects
second quarter fully distributed earnings per share to range
between $2.60 and $3.00.
For the full year, the Company now expects fully
distributed earnings per share to range between $8.00 and
$10.00, excluding special charges. Unit revenues are estimated
to range between 4.5 percent and 6.5 percent higher than 1999.
Fully distributed unit costs are expected to be approximately
7.75 percent above 1999 levels, based on an average fuel price
of 75 cents per gallon.
Information included in the above "Outlook for 2000"
paragraphs is forward-looking and involves risks and
uncertainties that could result in actual results differing
materially from expected results. Factors that could
significantly impact unit revenues, fully distributed unit costs
and fully distributed earnings per share include: industry
capacity decisions, the airline pricing environment, fuel prices,
the success of the Company's cost-control efforts, the outcome of
negotiations of new contracts with union groups, actions of the
U.S., foreign and local governments, the Pacific economic
environment and travel patterns, foreign currency exchange rate
fluctuations, UAL common stock price fluctuations, the economic
environment of the airline industry and the general economic
environment.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
For information regarding the Company's exposure to certain
market risks, see Item 7A. Quantitative and Qualitative
Disclosures About Market Risk in UAL's Annual Report on Form 10-K
for the year 1999. Significant changes which have occurred since
year-end are as follows:
Foreign Currency Risk -
(In millions, except Notional Average Estimated
average contract rates) Amount Contract Rate Fair Value
---------------------- -------- ------------- ----------
(Pay)/Receive*
Forward exchange contracts
Japanese Yen-Purchased forwards $ 158 105.64 $ 5
-Sold forwards $ 75 108.99 $ -
Hong Kong Dollar-Sold forwards $ 73 7.83 $ -
French Franc-Purchased forwards $ 50 5.05 $ (2)
Euro-Purchased forwards $ 117 1.37 $ (6)
Currency options
Japanese Yen-Purchased put options $ 423 103.66 $ 10
Australian Dollar-Purchased put
options $ 106 0.61 $ 3
British Pound-Purchased put options $ 62 1.53 $ -
Euro-Purchased put options $ 107 0.98 $ 3
Correlation Basket Option-Sold $ 698 N/A $ (5)
Price Risk (Aircraft fuel) -
(In millions, except Notional Average Estimated
average contract rates) Amount Contract Rate Fair Value
---------------------- -------- ------------- ----------
(Pay)/Receive*
Purchased call contracts-Crude oil $1,066 $22.45/bbl $ 169
*Estimated fair values represent the amount United would
pay/receive on March 31, 2000 to terminate the contracts.
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
- ------ ---------------------------------
(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 January 13, 2000, reporting a press
release: United Airlines holds an airlines analyst briefing;
provides financial guidance for 2000.
Form 8-K dated January 19, 2000, 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
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
Dated: May 5, 2000
Exhibit Index
-------------
Exhibit No. Description
- ---------- -----------
10.1 Employment Agreement between William P. Hobgood
and UAL and United, dated March 1, 2000.
10.2 Release Agreement between William P. Hobgood and United,
dated March 10, 2000.
12 Computation of Ratio of Earnings to Fixed Charges.
12.1 Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements.
27 Financial Data Schedule.
EXHIBIT 10.1
------------
February 24, 2000
Mr. William P. Hobgood
4868 West Boulevard Court
Naples, FL 34103
Dear Bill:
It is with great pleasure that I can confirm the
decision to offer you continued employment with United Air
Lines, Inc. This offer of continued employment is effective
March 1, 2000 ("Effective Date") and supercedes and voids
all agreements you have with United Air Lines, Inc. and UAL
Corporation (together "United") including that Letter
Agreement dated February 27, 1997, the Agreement dated March
1, 1997, and the Letter Agreement dated November 6, 1998.
The continued offer of employment is made on the
following terms:
POSITION
Senior Vice President - People
TERM AND STATUS
The term of your continued employment is effective March 1,
2000 and ends February 28, 2007 ("Term"). During the Term
your employment status shall be as follows:
March 1, 2000 to September 1, 2001 Full-time status
September 1, 2001 to March 1, 2004 Part-time
status with an
established
schedule of an
average of
three days a
week "on-site"
and available
for
consultation at
other times as
needed.
March 1, 2004 through February 28, 2007 On-call status
BASE SALARY
Your annual base salary shall be $212,160 from the Effective
Date to April 13, 2000. Effective April 13, 2000, your base
salary shall be increased to $300,000. Effective April 1,
2001 your base salary shall be increased to $350,000 and
shall remain in effect until March 1, 2004. United may
increase your base salary at its discretion.
PERFORMANCE INCENTIVE PLAN ("PIP") PARTICIPATION
For the Program years 2000 through 2003, you will be
eligible for incentive payments in accordance with the
Program's terms at a target incentive rate of 55% of base
salary. United, in its sole discretion, may include you in
the Program for the Program year 2004 at a rate to be
determined at that time.
NON-QUALIFIED STOCK OPTIONS/EQUITY COMPENSATION
Upon your acceptance of this offer you will return to United
for cancellation all stock options granted to you prior to
February 23, 2000 pursuant to that Letter Agreement between
you and United dated February 27, 1997. You will be
eligible for any grants of stock options or any other equity
compensation for senior officers on or after the Effective
Date through 2003.
EMPLOYEE BENEFITS
You will continue to participate in United's employee
benefit plans and programs offered to senior officers
pursuant to the terms of the employee benefit plans or
programs. Nothing in this offer restricts United from
terminating, amending, adding or replacing any employee
benefit plan or program.
Additional Pension Plan Credit
- ------------------------------
On February 29, 2004, United will grant you three (3)
additional Years of Participation at your then current
annual base salary under the United Air Lines, Inc.
Management, Administrative and Public Contact Defined
Benefit Pension Plan and Supplemental Plan for purposes of
calculating your pension benefit. The pension benefit
attributable to the additional Years of Participation shall
be paid from the Supplemental Plan.
Vacation/Holidays
- -----------------
You will be entitled to four (4) weeks of vacation each year
through 2003. You will not be entitled to take any vacation
on or after March 1, 2004 and will not be entitled to
payment for any accrued but unused vacation at that time.
You will be entitled to all vacation days available to other
senior officers up to March 1, 2004.
Automobile
- ----------
A leased automobile will be provided to you including
insurance, maintenance and a telephone from the Effective
Date through February 29, 2004. The annual lease cost shall
not exceed $7,500.
DEFERRED COMPENSATION
On the Effective Date, United shall create a bookkeeping
account in your name to which it will credit $1 million.
Each February, May, August and November ("Accounting Date")
thereafter the account shall be credited with interest since
the last preceding Accounting Date computed at the prime
rate as reported in the Wall Street Journal for the current
Accounting Date, or if such Accounting Date is not a
business day, for the next preceding business day until
payment commences. In addition, if you are employed on
August 31, 2001, United shall credit to such account an
additional $200,000. The amounts credited to your deferred
compensation account shall be subject to FICA taxation on
the date credited to the deferred compensation account by
United.
On January 1, 2005, United shall commence payment of the
Deferred Compensation account to you in twenty annual
installments. The annual payment amount shall be determined
by annuitizing the total amount in the deferred compensation
account as of December 31, 2004 for a 20-year certain payout
at the then prime rate but not less than 8%. United may, in
its sole discretion, accelerate the payment of the deferred
compensation account at any time after January 1, 2005.
In the event of your death prior to commencement of the
deferred compensation account or prior to the time the
entire account has been paid, payment shall be made to or
continue to your designated beneficiary, if then surviving,
or if not, to your contingent beneficiary, if then
surviving, or if not, to your estate. After your death
payment of your deferred compensation account shall
commence, if it has not already done so, as soon as
administratively possible to your designated beneficiary.
Your beneficiary designation must be made in writing and
must be filed with the Director of Compensation.
SEVERANCE
In the event your employment is terminated for any reason
other than due to your death or for "Cause", you shall be
entitled to continuation of all benefits and payment of base
salary and crediting of all deferred compensation through
the end of the Term.
In the event your employment is terminated for Cause, base
salary, PIP payments, stock or other equity grants, and
employee benefits (other than those vested under the plans
or by law) shall cease. Payment of the deferred
compensation account shall not commence until January 1,
2005.
For purposes of this Letter "Cause" shall mean any of the
following: (A) an act of willful misconduct or gross
negligence in the performance of your material duties or
obligations to United which (1) continues after written
notice is received by you specifying the alleged failure in
reasonable detail, and (2) is materially and demonstrably
damaging to the relationships of United with its customers,
suppliers, shareholders or employees, or (B) your conviction
of a felony involving moral turpitude, or (C) a material act
of dishonesty or breach of trust on your part resulting or
intended to result directly or indirectly in personal gain
or enrichment at the expense of United.
MISCELLANEOUS
The Letter shall be construed in accordance with the laws of
the State of Illinois, and the rights and obligations of the
parties hereunder shall be construed and enforced in
accordance with, and governed by the laws of the State of
Illinois, without regard to the principles of conflicts of
laws.
Any dispute or controversy arising under or in connection
with the Letter shall be settled exclusively by arbitration
in Chicago, Illinois in accordance with the National Rules
for the Resolution of Employment Disputes of the American
Arbitration Association the in effect. You agree to
arbitration in Chicago, Illinois, agree that judgement may
be entered in the courts of the State of Illinois on any
such arbitration award, agree to the jurisdiction of the
courts of Illinois, both state and federal, for the
enforcement of any such arbitration award and agree not to
disturb such choice of forum.
Bill, we are pleased to be able to continue our
relationship. If you have any questions about this
material, please call Fed Farkas or me.
Sincerely,
/s/ James E. Goodwin
--------------------
James E. Goodwin
Chairman and Chief
Executive Officer
Agreed and accepted this 10 day
of March, 2000.
/s/ William P. Hobgood
- ----------------------
William P. Hobgood
EXHIBIT 10.2
------------
RELEASE AGREEMENT
1. The parties to this Release Agreement ("Release") are:
William P. Hobgood ("Hobgood") and United Air Lines, Inc.
("United").
2. Waiver and Release of All Claims. In consideration for
the Letter Agreement dated February 24, 2000 between Hobgood and
United and all other good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged,
hereby releases and forever discharges United and each and every
one of its past, present or future directors, officers,
successors, employees, subsidiaries, affiliates, sister and
parent companies, divisions and assigns of and from any and all
actions, causes of action, claims, suits, charges, damages and
costs, in relation to all claims which exist as of the date of
execution of this Release or which could have been alleged up to
the date of this Release. Hobgood further agrees not to commence
or cause to be commenced on his behalf any administrative charge
or claims, administrative review or legal action of any kind
against United asserting any claim or charge arising from or in
any way relating to his employment with United up to the date of
this Release, including, but not limited to: claims which could
have arisen under Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Americans With
Disabilities Act; the Illinois Human Rights Act, and/or any other
state, federal or municipal employment discrimination statutes
(including claims based on sex, sexual harassment, age, race,
national origin, religion, ancestry, harassment, marital status,
handicap, disability, retaliation and/or attainment of benefit
plan rights); and/or any other claim whatsoever including, but
not limited to, claims relating to implied or express employment
contracts, stock option agreements, public policy or tort claims,
intentional infliction of emotional distress claims, personal
injury claims, defamation claims, privacy claims, wrongful
discharge claims, common law claims, claims relating to legal
restriction on United's right to terminate employees or pursuant
to any other claim whatsoever, arising out of or relating to his
employment with United and/or any other occurrence to the date of
this Agreement, but excluding claims which Hobgood cannot by law
waive and claims for breach of the Letter Agreement dated
February 24, 2000.
3. Consideration. The parties agree that the amounts to
be paid under the Letter
Agreement dated February 24, 2000 and other considerations are in
excess of any sum to which Hobgood might otherwise be entitled,
and that the same constitute an extra payment and benefit in
exchange for the signing of this Release. Hobgood further agrees
that consideration exceeds any compensation, severance pay and/or
other benefits which Hobgood could claim were owed to him by
United or by United sponsored benefit plans, programs or
policies.
4. HOBGOOD UNDERSTANDS THAT THIS RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
5. Entire Agreement. This Release and the Letter
Agreement dated February 24, 2000 constitute the entire agreement
between United and Hobgood. No other promises or agreement shall
be binding unless in writing and signed by both parties. Hobgood
and United further agree that this Release may be executed in
counterparts and each executed counterpart shall be as effective
as a signed original. Photographic or faxed copies of such
signed counterparts may be used in lieu of the originals for any
purpose.
6. Separability. If any portion of this Release is found
to be unenforceable, the remainder of the Release shall remain in
full force and effect.
7. Time to Review, Attorney Consultation, and Full
Knowledge Consent and Voluntary Signing of Agreement. Hobgood
acknowledges and agrees that United has advised and encouraged
him to consult with an attorney regarding this Release. Hobgood
further acknowledges and agrees that: (a) he has carefully read
this Release and fully understands its meaning, intent and terms;
(b) he has full knowledge of its legal consequences; (c) he
agrees to all the terms of the Release and is voluntarily signing
below; (d) other than as stated herein, Hobgood attests that no
promise or inducement has been offered for this Release; and (e)
he is legally competent to execute this Release and accepts full
responsibility therefore.
8. Construction. The Release shall be governed by the
laws of the State of Illinois. If any of its provisions are held
to be invalid or unenforceable by a court of competent
jurisdiction, such holding shall not invalidate any of the other
provisions of the Release, it is being intended that the
provisions of the Release are severable.
WHEREFORE, Hobgood agrees that he has read and voluntarily
entered into this Release with full knowledge of it significance.
WILLIAM P. HOBGOOD UNITED AIR LINES, INC.:
/s/ William P. Hobgood By: James E. Goodwin
- ---------------------- -------------------------
Title:
Date:3/10/00 Chairman and Chief Executive Officer
--------------- ----------------------------------------
Date:
3/10/00
----------------------------
Exhibit 12
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
Three Months Ended
March 31
--------
2000 1999
---- ----
(In Millions)
Earnings:
Earnings before income taxes $ 177 $ 123
Losses of affiliates - 2
Fixed charges, from below 247 244
Undistributed (earnings) losses
of affiliates 3 (19)
Interest capitalized (20) (19)
---- ----
Earnings $ 407 $ 331
==== ====
Fixed charges:
Interest expense $ 98 $ 92
Portion of rental expense representative
of the interest factor 149 152
---- ----
Fixed charges $ 247 $ 244
==== ====
Ratio of earnings to fixed charges 1.65 1.36
==== ====
Exhibit 12.1
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
Three Months Ended
March 31
--------
2000 1999
---- ----
(In Millions)
Earnings:
Earnings before income taxes $ 177 $ 123
Losses of affiliates - 2
Fixed charges, from below 308 293
Undistributed earnings (losses)
of affiliates 3 (19)
Interest capitalized (20) (19)
---- ----
Earnings $ 468 $ 380
==== ====
Fixed charges:
Interest expense $ 98 $ 92
Preferred stock dividend requirements 61 49
Portion of rental expense representative
of the interest factor 149 152
---- ----
Fixed charges $ 308 $ 293
==== ====
Ratio of earnings to fixed charges 1.52 1.30
==== ====
5