Filed Pursuant to Rule 424(b)(7)
Registration
No. 333-142297
and 333-142297-01
PROSPECTUS SUPPLEMENT
NO. 2
TO PROSPECTUS DATED
APRIL 23, 2007
UAL CORPORATION
$726,000,000
$726,000,000
4.50% SENIOR
LIMITED-SUBORDINATION CONVERTIBLE NOTES DUE 2021,
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTES OR IN PAYMENT OF ACCRUED INTEREST ON THE NOTES
AND RELATED GUARANTEE BY UNITED AIR LINES, INC.
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTES OR IN PAYMENT OF ACCRUED INTEREST ON THE NOTES
AND RELATED GUARANTEE BY UNITED AIR LINES, INC.
This prospectus supplement No. 2 supplements the prospectus
dated April 23, 2007 (including any amendments or
supplements thereto, the “prospectus”) relating to the
resale by selling securityholders of up to $726,000,000
aggregate principal amount of 4.50% Senior
Limited-Subordination Convertible Notes due 2021 (the
“notes”) and the shares of common stock of UAL
Corporation (“UAL”) issuable upon conversion of the
notes or in payment of accrued interest on the notes. The notes
are guaranteed on an unsecured basis by United Air Lines, Inc.,
a wholly-owned subsidiary of UAL.
This prospectus supplement should be read in conjunction with
the prospectus, which is to be delivered with this prospectus
supplement, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the
information contained in the prospectus. This prospectus
supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus.
Investing in the notes and UAL common stock involves risks.
See “Risk Factors” beginning on page 7 of the
prospectus dated April 23, 2007.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The information appearing under the heading of the prospectus
entitled “Selling Securityholders” sets forth
information with respect to the selling securityholders and the
respective amounts of notes beneficially owned by each selling
securityholder that may be offered pursuant to the prospectus.
The information set forth below supplements the information
previously listed in the prospectus and the prospectus is hereby
supplemented by the addition or substitution, as applicable, of
the following:
|
Principal Amount of |
Shares of UAL |
|||||||||||||||
|
Notes Beneficially |
Percentage of |
Shares of UAL |
Common Stock |
|||||||||||||
|
Owned and Offered |
Notes |
Common Stock |
Beneficially Owned |
|||||||||||||
|
Selling Securityholder
|
Hereby(a) | Outstanding | Offered Hereby(b) | After the Offering(c) | ||||||||||||
|
Agamas Continuum Master Fund,
Ltd.
|
$ | 3,000,000 | * | 86,110 | — | |||||||||||
|
Canyon Capital Arbitrage Master
Fund,
Ltd.(d)
|
24,505,000 | 3.4 | % | 703,379 | 123,566 | |||||||||||
|
Canyon Value Realization Fund,
L.P.(e)
|
15,855,000 | 2.2 | % | 455,093 | 102,116 | |||||||||||
|
Canyon Value Realization MAC 18
Ltd.(f)
|
2,635,000 | * | 75,633 | 11,785 | ||||||||||||
|
Centennier Fund Limited
|
70,000,000 | 9.6 | % | 2,009,245 | — | |||||||||||
|
Institutional Benchmarks Series
Limited, acting solely in respect of Centaur Series
|
500,000 | * | 14,351 | 13,016 | ||||||||||||
|
Lyxor/Canyon Capital Arbitrage
Fund,
Ltd.(g)
|
4,875,000 | * | 139,929 | 27,375 | ||||||||||||
|
Lyxor/Canyon Value Realization
Fund,
Ltd.(h)
|
2,500,000 | * | 71,758 | 35,818 | ||||||||||||
|
The Canyon Value Realization Fund
(Cayman),
Ltd.(i)
|
39,130,000 | 5.4 | % | 1,123,167 | 304,075 | |||||||||||
|
Total
|
$ | 163,000,000 | 22.5 | % | 4,678,665 | 617,751 | ||||||||||
| * | Less than 1%. | |
| (a) | Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in prospectus supplements or amendments from time to time, if required. | |
| (b) | Assumes conversion of all of the selling securityholder’s notes at a conversion rate of 28.7035 shares of UAL common stock per $1,000 principal amount of the notes and a cash payment in lieu of any fractional shares. This conversion rate is subject to adjustment as described under “Description of the Notes — Conversion Rights” in the prospectus. Accordingly, the number of shares of UAL common stock may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. | |
| (c) | Reflects the number of shares of UAL common stock beneficially owned prior to the offering (excluding shares of common stock issuable upon conversion of the notes). | |
| (d) | This selling securityholder reports short positions in our common stock of 454,928 shares as of May 7, 2007. | |
| (e) | This selling securityholder reports short positions in our common stock of 24,533 shares as of May 7, 2007. | |
| (f) | This selling securityholder reports short positions in our common stock of 9,697 shares as of May 7, 2007. | |
| (g) | This selling securityholder reports short positions in our common stock of 100,785 shares as of May 7, 2007. | |
| (h) | This selling securityholder reports short positions in our common stock of 28,359 shares as of May 7, 2007. | |
| (i) | This selling securityholder reports short positions in our common stock of 18,216 shares as of May 7, 2007. |
THE DATE OF THIS PROSPECTUS
SUPPLEMENT IS MAY 15, 2007.