UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996, Commission File Number 1-6033
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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, 1996
----- --------------
Common Stock ($0.01 par value) 14,565,809
UAL Corporation and Subsidiary Companies Report on Form 10-Q
------------------------------------------------------------
For the Quarter Ended March 31, 1996
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Index
- -----
Part I. Financial Information Page No.
- ------ --------------------- --------
Item 1. Financial statements:
Condensed statement of consolidated 3
financial position - as of March 31, 1996
(unaudited) and December 31, 1995
Statement of consolidated operations 5
(unaudited) - for the three months
ended March 31, 1996 and 1995
Condensed statement of consolidated 6
cash flows (unaudited) - for the three
months ended March 31, 1996 and 1995
Notes to consolidated financial 7
statements (unaudited)
Item 2. Management's discussion and analysis 10
of financial condition and results of
operations
Part II. Other Information
- ------- -----------------
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security
Holders 14
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 18
- ----------
Exhibit Index 19
- -------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
-------------------------------------------------------
(In Millions)
March 31,
1996 December 31,
Assets (Unaudited) 1995
- ------ ----------- ------------
Current assets:
Cash and cash equivalents $ 248 $ 194
Short-term investments 643 949
Receivables, net 1,042 951
Inventories, net 230 298
Deferred income taxes 236 236
Prepaid expenses and other 405 415
-------- --------
2,804 3,043
-------- --------
Operating property and equipment:
Owned 11,146 11,213
Accumulated depreciation and
amortization (5,205) (5,153)
-------- --------
5,941 6,060
-------- --------
Capital leases 1,709 1,464
Accumulated amortization (521) (503)
-------- --------
1,188 961
-------- --------
7,129 7,021
-------- --------
Other assets:
Intangibles, net 750 763
Deferred income taxes 238 238
Other 651 576
-------- --------
1,639 1,577
-------- --------
$ 11,572 $ 11,641
======== ========
See accompanying notes to consolidated financial statements.
UAL Corporation and Subsidiary Companies
Condensed Statements of Consolidated Financial Position
-------------------------------------------------------
(In Millions)
March 31,
1996 December 31,
Liabilities and Stockholders'Equity (Unaudited) 1995
- ----------------------------------- ----------- ------------
Current liabilities:
Current portions of long-term debt
and capital lease obligations $ 433 $ 189
Advance ticket sales 1,299 1,100
Accounts payable 666 696
Other 2,501 2,448
-------- --------
4,899 4,433
-------- --------
Long-term debt 2,155 2,919
-------- --------
Long-term obligations under capital
leases 1,215 994
-------- --------
Other liabilities and deferred
credits:
Deferred pension liability 197 368
Postretirement benefit liability 1,248 1,225
Deferred gains 1,198 1,214
Other 549 608
-------- --------
3,192 3,415
-------- --------
Minority interest 63 59
-------- --------
Preferred stock committed to
Supplemental ESOP 78 60
-------- --------
Stockholders' equity:
Preferred stock - -
Common stock at par - -
Additional capital invested 1,630 1,353
Accumulated deficit (1,078) (1,039)
Unearned ESOP preferred stock (169) (175)
Other (413) (378)
-------- --------
(30) (239)
-------- --------
Commitments and contingent
liabilities (See note)
$ 11,572 $ 11,641
======== ========
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,
1996 1995
---- ----
Operating revenues:
Passenger $ 3,278 $ 2,920
Cargo 175 175
Other 282 239
-------- --------
3,735 3,334
-------- --------
Operating expenses:
Salaries and related costs 1,169 1,113
ESOP compensation expense 163 89
Aircraft fuel 474 378
Commissions 337 342
Purchased services 276 239
Aircraft rent 240 249
Landing fees and other rent 206 169
Depreciation and amortization 189 163
Food services 125 119
Aircraft maintenance 112 107
Personnel expenses 73 63
Other 309 265
-------- --------
3,673 3,296
-------- --------
Earnings from operations 62 38
-------- --------
Other income (expense):
Interest expense (85) (102)
Interest capitalized 15 12
Interest income 18 22
Equity in earnings of affiliates 20 14
Miscellaneous, net (20) 22
-------- --------
(52) (32)
-------- --------
Earnings before income taxes and
extraordinary item 10 6
Provision for income taxes 4 3
-------- --------
Earnings before extraordinary item 6 3
Extraordinary loss on early
extinguishment of debt, net of tax (29) -
-------- --------
Net earnings (loss) $ (23) $ 3
======== ========
Per share:
Loss before extraordinary item $ (0.32) $ (0.26)
Extraordinary loss on early
extinguishment of debt,
net of tax (0.58) -
-------- --------
Net loss $ (0.90) $ (0.26)
======== ========
Average shares 50.4 49.3
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
1996 1995
---- ----
Cash and cash equivalents at
beginning of period $ 194 $ 500
------- -------
Cash flows from operating
activities 374 454
------- -------
Cash flows from investing activities:
Additions to property and equipment (67) (82)
Proceeds on disposition of
property and equipment 9 132
Decrease (increase) in short-term
investments 306 (145)
Other, net 40 (4)
------- -------
288 (99)
------- -------
Cash flows from financing activities:
Repayment of long-term debt (304) (267)
Conversion of subordinated
debentures (161) -
Principal payments under capital
lease obligations (48) (41)
Other, net (95) (18)
------- -------
(608) (326)
------- -------
Increase in cash and cash equivalents 54 29
------- -------
Cash and cash equivalents at end
of period $ 248 $ 529
======= =======
Cash paid during the period for:
Interest (net of amounts capitalized) $ 80 $ 79
Income taxes $ - $ 5
Non-cash transactions:
Capital lease obligations incurred $ 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
- -----------
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 1995.
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. Notes 2 and 14 of the Notes to
Consolidated Financial Statements in the 1995 Annual Report on
Form 10-K contain additional discussion of the agreements, stock
to be issued to employees and the related accounting treatment.
Shares earned in 1995 were allocated in March 1996 as follows:
359,577 shares of Class 2 ESOP Preferred Stock were contributed
to the Non-Leveraged ESOP and an additional 312,086 shares were
allocated in "book entry" form under the Supplemental Plan.
Additionally, 2,402,310 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 earned by employees in 1996.
Other Income (Expense) - Miscellaneous
- --------------------------------------
Included in "Miscellaneous, net" in the first quarter of
1996 and 1995 were foreign exchange losses of $6 million and $8
million, respectively. In addition, the 1995 first quarter
included a $38 million gain on the disposition of aircraft
owned by Air Wisconsin, Inc.
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 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
- -----------------
In April 1996, the stockholders of UAL Corporation
approved an increase in the number of authorized shares of
common stock from 100 million to 200 million shares, in
connection with a four-for-one split in the corporation's common
stock in the form of a 300% dividend for stockholders of record
at the close of business on May 6, 1996. All share and per
share data have been retroactively restated to give effect to
this stock split.
During the first quarter, 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 are based on weighted average common
shares outstanding and were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $16 million in each of the 1996 and 1995
first quarters. Common stock equivalents, including ESOP shares
outstanding or committed to be released, were not included in
the computations as they did not have a dilutive effect.
Prepayment of Obligations
- -------------------------
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.
Revolving Credit Facility
- -------------------------
In April 1996, United entered into an agreement with a
syndicate of banks for a $750 million revolving credit facility
expiring in 1999. Interest on drawn amounts under the facility
is calculated at floating rates based on the London interbank
offered rate plus a margin which is subject to adjustment based
on certain changes in the credit ratings of UAL's long-term
senior unsecured debt. Among other restrictions, the credit
facility contains a covenant which restricts United's ability to
grant liens on or otherwise encumber certain identified assets
with a market value of approximately $1.1 billion.
Convertible Debentures
- ----------------------
On March 20, 1996, UAL issued a redemption notice for all
of its outstanding 6 3/8% convertible subordinated debentures,
due 2025, which took place on May 1, 1996. As of March 31,
1996, holders of $306 million in principal amount of debentures
exercised their right to convert the debentures into an
aggregate of $166 million of cash and 976,040 shares of common
stock (3,904,160 shares after the stock split). These
conversions resulted in a net reduction to long-term debt of
$279 million and an increase of $111 million in additional
capital invested. At March 31, $5 million of the cash
consideration had not been paid to these holders. An additional
$291 million face amount of the debentures were converted by
holders during April, resulting in cash payments of $158 million
and the issuance of 929,733 shares of common stock (3,718,932
shares after the stock split). While not reflected in the
balance sheet at March 31, these conversions resulted in an
additional net reduction to long-term debt of $266 million and
an increase of $107 million in additional capital invested.
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, 1996, commitments for the purchase of
property and equipment, principally aircraft, approximated $3.6
billion, after deducting advance payments. An estimated $1.3
billion will be spent during the remainder of 1996, $1.6 billion
in 1997, $0.5 billion in 1998, and $0.2 billion in 1999 and
thereafter. The major commitments are for the purchase of 23
B777 aircraft, 4 B747 aircraft and 4 B757 aircraft. The B777s
are scheduled to be delivered through 1999 and the B747s and
B757s are expected to be delivered in 1996.
In addition to aircraft orders, United has arrangements
with Airbus Industrie and International Aero Engines to lease an
additional 19 A320 aircraft, which are scheduled for delivery
through 1998. At March 31, 1996, United also had options for an
additional 131 B737 aircraft, 23 B757 aircraft, 34 B777
aircraft, 40 B747 aircraft, 5 B767 aircraft and 43 A320
aircraft. Under the terms of certain of these options which are
exercisable during 1996 and 1997, United would forfeit
significant deposits on such options not exercised.
United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996. On April 9,
1996, United announced that the flight attendants had rejected a
previously announced tentative agreement. United and the AFA
are now scheduled to resume traditional negotiations under the
Railway Labor Act, which historically have taken two to three
years to complete. While negotiations continue, the terms of
United's current flight attendant agreement will remain in
effect.
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 $891 million at March 31, 1996, compared to
$1.143 billion at December 31, 1995. Cash flows from operating
activities amounted to $374 million, which was net of a $250
million discretionary pension contribution. Investing
activities resulted in cash flows of $288 million, mainly due to
the decrease in short-term investments. Financing activities
included principal payments under debt and capital lease
obligations of $304 million and $48 million, respectively.
Included in the debt payments above was the retirement of $242
million of long-term debt prior to maturity. Financing
activities also included payments of $161 million for
conversions of UAL's 6 3/8% convertible debentures and $27
million for repurchases of UAL's Series B preferred stock.
In the first quarter of 1996, United took delivery of two
A320 aircraft under operating leases and three B777 aircraft
under capital leases. Property additions, including aircraft
spare parts, amounted to $67 million. Property dispositions
resulted in proceeds of $9 million.
At March 31, 1996, commitments for the purchase of
property and equipment, principally aircraft, approximated $3.6
billion, after deducting advance payments. An estimated $1.3
billion will be spent during the remainder of 1996, $1.6 billion
in 1997, $0.5 billion in 1998, $0.2 billion in 1999 and
thereafter. The major commitments are for the purchase of 23
B777 aircraft, 4 B747 aircraft and 4 B757 aircraft. The B777s
are scheduled to be delivered through 1999 and the B747s and
B757s are expected to be delivered in 1996.
In addition to aircraft orders, United has arrangements
with Airbus Industrie and International Aero Engines to lease 19
A320 aircraft, which are scheduled for delivery through 1998.
At March 31, 1996, United also had options for an additional 131
B737 aircraft, 23 B757 aircraft, 34 B777 aircraft, 40 B747
aircraft, 5 B767 aircraft and 43 A320 aircraft. Under the terms
of certain of these options which are exercisable during 1996
and 1997, United would forfeit significant deposits on such
options not exercised. 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 1996, United entered into an agreement with a
syndicate of banks for a $750 million revolving credit facility
expiring in 1999. Interest on drawn amounts under the facility
is calculated at floating rates based on the London interbank
offered rate plus a margin which is subject to adjustment based
on certain changes in the credit ratings of UAL's long-term
senior unsecured debt. Among other restrictions, the credit
facility contains a covenant which restricts United's ability to
grant liens on or otherwise encumber certain identified assets
with a market value of approximately $1.1 billion.
In April 1996, the stockholders of UAL Corporation
approved an increase in the number of authorized shares of
common stock from 100 million to 200 million shares, in
connection with a four-for-one split in the corporation's common
stock in the form of a 300% dividend for stockholders of record
at the close of business on May 6, 1996. Certificates
representing additional shares to be received will be
distributed on May 20, 1996 to entitled holders.
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,
increasing low-cost competition, general economic conditions,
fuel costs, international governmental policies and other
factors will continue to affect its operating results.
Summary of Results
------------------
UAL's earnings from operations were $62 million in the
first quarter of 1996, compared to operating earnings of $38
million in the first quarter of 1995. UAL had a net loss in the
1996 first quarter of $23 million ($0.90 per share), compared to
net earnings of $3 million in the same period of 1995 (a loss of
$0.26 per share after preferred stock dividends). 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 above
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 1996 first quarter
would have been $76 million ($0.50 per share) compared to a loss
of $23 million ($0.90 per share) as reported under generally
accepted accounting principles. For the first quarter of 1995,
fully distributed net earnings would have been $59 million
($0.38 per share) compared to $3 million (loss of $0.26 per
share) as reported under generally accepted accounting
principles.
Specific factors affecting UAL's consolidated operations
for the first quarter of 1996 are described below.
First Quarter 1996 Compared with First Quarter 1995.
----------------------------------------------------
Operating revenues increased $401 million (12%). United's
revenue per available seat mile increased 8% to 9.57 cents.
Passenger revenues increased $358 million (12%) due to a 6%
increase in yield to 12.22 cents and a 6% increase in revenue
passenger miles. The following analysis by market is based on
information reported to the U.S. Department of Transportation:
Atlantic revenue passenger miles increased 17% over the
same period last year, with a nearly 5% increase in yield. In
the Pacific, revenue passenger miles increased 9% and yield
decreased 3% from the same period last year, largely due to a
weakening Japanese yen to the dollar. Domestic revenue
passenger miles increased 4% and Latin America increased 3%.
Domestic yield increased 10% as a result of depressed yields in
1995's first quarter, a larger proportion of high yield business
traffic and fare levels influenced by the expiration of the
Federal passenger excise tax. United is unable to determine at
this time whether or not the tax will be reinstated, and if it
is, what effect it will have on the domestic pricing
environment. Available seat miles increased 4% systemwide,
reflecting increases of 9% in both the Atlantic and Latin
America, 4% in the Pacific and 2% on Domestic routes. The
system passenger load factor increased 1.7 points to 68.7%.
Cargo revenues remained unchanged as a slight increase in
freight revenues was offset by a decrease in mail revenues.
Other operating revenues increased $43 million (18%) due to
increases in Mileage Plus partner-related revenues and fuel
sales to third parties.
Operating expenses increased $377 million (11%) and
United's cost per available seat mile increased 8%, from 8.73
cents to 9.40 cents, including ESOP compensation expense.
Without the ESOP compensation expense, United's cost per
available seat mile would have increased 6%, from 8.49 cents to
8.98. ESOP compensation expense increased $74 million (83%),
reflecting the increase in the estimated average fair value of
ESOP stock committed to be released to employees as a result of
UAL's higher common stock price. Aircraft fuel expense
increased $96 million (25%) due to a 4% increase in consumption
and a 20% increase in the average price per gallon of fuel to
68.40 cents. The federal jet fuel tax which went into effect
October 1, 1995, accounted for approximately $20 million of this
increase. Salaries and related costs increased $56 million (5%)
due mainly to increased staffing in certain customer-oriented
positions. Other operating expenses increased $44 million (17%)
due principally to higher fuel sales. Landing fees and other
rent increased $37 million (22%) due to increased facilities
rent, particularly at the new Denver International Airport.
Purchased services increased $37 million (16%) due principally
to volume-related increases in computer reservations fees and
credit card discounts. Depreciation and amortization increased
$26 million (16%) due primarily to the acquisition of 39
aircraft off operating leases in 1995 and new B777 aircraft
accounted for under capital leases. Personnel expenses
increased $10 million (16%), reflecting increased layover costs
incurred principally in support of international operations.
Food services increased $6 million (5%) due primarily to higher
passenger volumes. Aircraft maintenance increased $5 million
(5%) due to the timing of maintenance cycles.
Aircraft rent decreased $9 million (4%) due to a decrease
in the number of aircraft on operating leases. Commissions
decreased $5 million (2%) due to savings recognized as a result
of a new travel agent commission payment plan implemented in
March 1995, partly offset by higher commissionable revenues.
Other expense amounted to $52 million in the first quarter
of 1996 compared to $32 million in the first quarter of 1995.
Interest expense decreased $17 million (17%) due to the
prepayment of long-term debt in 1995 and 1996. Equity in
earnings of affiliates increased $6 million (43%) due primarily
to higher Galileo earnings resulting from increased booking
revenues. Included in "Miscellaneous, net" in the 1996 and 1995
first quarters were foreign exchange losses of $6 million and $8
million, respectively. In addition, the 1995 first quarter
included a $38 million gain on the disposition of ten Dash 8
aircraft owned by Air Wisconsin, Inc.
OUTLOOK FOR 1996
- ----------------
Given first quarter results, available seat miles are
expected to grow approximately 3% for the full year over 1995.
While yields are expected to remain strong, UAL does not
necessarily expect to maintain the year-over-year growth levels
reached in the first quarter. Unit cost for the full year,
excluding the ESOP compensation expense, is expected to increase
2% to 3% due largely to higher revenues and fuel prices. Net
interest expense for the year should be lower due to the early
repayments of relatively high-interest rate debentures and the
conversion of $597 million in principal amount of 6 3/8%
convertible debentures.
The information included in the previous paragraph 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, yields and
expenses include the airline pricing environment, fuel costs,
low-fare carrier expansion, capacity decisions of other
carriers, actions of the U.S. and foreign governments, foreign
currency exchange rate fluctuations, the price of UAL common
stock, inflation, the general economic environment, and other
factors discussed herein and in UAL's 1995 Annual Report on Form
10-K.
Part II
-------
Other Information
-----------------
Item 1. Legal Proceedings.
- ------ -----------------
Summers et al. v. State Street Bank and Trust Company et al.
On April 14, 1995, plaintiffs filed a class action complaint
against State Street Bank and Trust Company ("State Street"), the
UAL Corporation Employee Stock Ownership Plan and the UAL
Corporation Supplemental ESOP (together, the "Plans") in the
United States District Court for the Northern District of
Illinois. The complaint was brought on behalf of a putative class
of all persons who are, or were as of July 12, 1994, participants
or beneficiaries of the Plans. Plaintiffs alleged that State
Street breached various fiduciary duties under the Employee
Retirement Income Security Act of 1974 ("ERISA") in connection
with the 1994 purchase of UAL preferred stock by the Plans. The
Plans were nominal defendants; no relief was sought from them. The
complaint sought a declaration that State Street violated ERISA,
restoration to the Plans by State Street of the amount of an
alleged "overpayment" for the stock, and other relief. United Air
Lines, Inc. ("United") is obligated, subject to certain exceptions,
to indemnify State Street for part or all of an adverse judgment
and State Street's defense costs. The defendants filed a motion
to dismiss the complaint in its entirety on July 12, 1995. On
March 29, 1996 the judge granted defendants' motion to dismiss
in its entirety. On April 15, 1996 the defendants filed with
the court a motion for attorneys' fees and costs under ERISA.
Thereafter, plaintiffs filed a notice of appeal of the judge's
decision in favor of State Street and an opposition to defendants'
motion for attorneys' fees and costs.
Mileage Plus Class Actions - On December 10, 1993, January
18, 1994, November 3, 1994 and February 9, 1995 class actions were
brought in the Circuit Court of Cook County, Illinois, Chancery
Division, on behalf of members of the Mileage Plus Program. The
actions, as amended, claimed that various changes instituted by
United in the Mileage Plus Program breached United's contracts
with its program members. On October 13, 1995, the court granted
United's motion to dismiss the cases with prejudice but permitted
the plaintiffs to file an amended complaint. The amended complaint
which was filed solely on behalf of program members who joined
prior to 1988, was dismissed by the court on United's motion on
March 29, 1996.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
At the annual meeting of the stockholders of UAL Corporation
on April 24, 1996, the following matters were voted upon:
Description Votes
----------- -----
1. Election of Board of Directors
Public Directors:
John A. Edwardson 10,953,577 For
31,816 Withheld
Gerald Greenwald 10,952,784 For
32,609 Withheld
John F. McGillicuddy 10,949,846 For
35,547 Withheld
James J. O'Connor 10,950,313 For
35,080 Withheld
Paul E. Tierney 10,941,973 For
43,420 Withheld
Independent Directors:
Duane D. Fitzgerald 4 For
0 Withheld
Richard D. McCormick 4 For
0 Withheld
John K. Van de Kamp 4 For
0 Withheld
Paul A. Volcker 4 For
0 Withheld
ALPA Director:
Michael H. Glawe 1 For
0 Withheld
IAM Director:
John F. Peterpaul 1 For
0 Withheld
Salaried/Management Employee Director:
Joseph V. Vittoria 3 For
0 Withheld
2. Approval of Charter Amendments 25,665,465 For
in connection with Stock Split 614,924 Against
160,682 Abstain
0 Broker Non-Votes
3. Approval of Amendment to the 19,216,994 For
1981 Incentive Stock Plan 5,135,230 Against
783,316 Abstain
1,305,531 Broker Non-Votes
4. Ratification of the Appointment 24,967,973 For
of Independent Public Accountants 660,115 Against
812,983 Abstain
0 Broker Non-Votes
Item 5. Other Information.
- ------ -----------------
On March 20, 1996, UAL Corporation ("UAL") issued a notice of
redemption for all of its outstanding 6-3/8% Convertible
Subordinated Debentures due 2025 (the "Debentures"). The
redemption occurred on May 1, 1996. As of March 31, 1996, holders of
$306 million in principal amount of the Debentures exercised their right
to convert the Debentures into an aggregate of $166 million of cash
and 976,040 shares of Common Stock, $.01 par value ("Common Stock"), of
UAL. An additional $291 million in principal amount of the Debentures
were converted by holders during April, resulting in cash payments of
$158 million and the issuance of 929,733 shares of Common Stock.
On April 24, 1996, the stockholders of UAL approved an
amendment to the Restated Certificate of Incorporation of UAL to
increase the number of authorized shares of its Common Stock in
connection with a four-for-one stock split in the form of a 300%
stock dividend to holders of record at the close of business on
May 6, 1996. Certificates representing additional shares to be
received will be distributed on May 20, 1996 to entitled holders.
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibit 3.1 - Certificate of Amendment of the Restated
Certificate of Incorporation of UAL Corporation filed in
Delaware on April 26, 1996.
Exhibit 10.1 - UAL Corporation 1981 Incentive Stock Plan
as amended April 24, 1996.
Exhibit 11 - Calculation of fully diluted net
earnings per share.
Exhibit 12.1 - Computation of Ratio of
Earnings to Fixed Charges.
Exhibit 12.2 - Computation of Ratio of
Earnings to Fixed Charges and Preferred Stock
Dividend Requirements.
Exhibit 27 - Financial Data Schedule.
(b) Form 8-K dated January 23, 1996 to report a press release
issued regarding UAL earnings release.
Form 8-K dated January 29, 1996 to report a press release
issued regarding UAL credit improvement initiatives.
Form 8-K dated March 19, 1996 to report a press release
issued regarding UAL to redeem 6-3/8% Convertible
Subordinated Debentures; discusses higher first quarter
expectations.
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/ Gerald Greenwald
--------------------
Gerald Greenwald
Chairman and Chief
Executive Officer
By: /s/ Douglas A. Hacker
---------------------
Douglas A. Hacker
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
Dated: May 3, 1996
Exhibit Index
-------------
Exhibit No. Description
- ---------- -----------
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of UAL Corporation as filed in Delaware on
April 26, 1996.
10.1 UAL Corporation 1981 Incentive Stock Plan as amended
April 24, 1996.
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.
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
UAL CORPORATION
UAL CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That as of February 29, 1996, the Board of Directors
of the Corporation adopted resolutions proposing and declaring
advisable that the Restated Certificate of Incorporation of this
Corporation (the "Restated Certificate") be amended as follows:
(A) that the first paragraph of Article FOURTH of the
Restated Certificate be amended to read as follows:
FOURTH. The total number of shares of capital stock
of all classes of which the Corporation shall have authority
to issue is 291,100,022, divided into eleven (11) classes,
as follows: 16,000,000 shares of Preferred Stock, without
par value (hereinafter referred to as "Serial Preferred
Stock"), 25,000,000 shares of Class 1 ESOP Convertible
Preferred Stock, of the par value of $0.01 per share
(hereinafter referred to as "Class 1 ESOP Convertible
Preferred Stock"), 25,000,000 shares of Class 2 ESOP
Convertible Preferred Stock, of the par value of $0.01 per
share (hereinafter referred to as "Class 2 ESOP Convertible
Preferred Stock"), 11,600,000 shares of Class P ESOP Voting
Junior Preferred Stock, of the par value of $0.01 per share
(hereinafter referred to as "Class P Voting Preferred
Stock"), 9,300,000 shares of Class M ESOP Voting Junior
Preferred Stock, of the par value of $0.01 per share
(hereinafter referred to as "Class M Voting Preferred
Stock"), 4,200,000 shares of Class S ESOP Voting Junior
Preferred Stock, of the par value of $0.01 per share
(hereinafter referred to as "Class S Voting Preferred
Stock"), one (1) share of Class Pilot MEC Junior Preferred
Stock, of the par value of $0.01 per share (hereinafter
referred to as "Class Pilot MEC Preferred Stock"), one (1)
share of Class IAM Junior Preferred Stock, of the par value
of $0.01 per share (hereinafter referred to as "Class IAM
Preferred Stock"), ten (10) shares of Class SAM Junior
Preferred Stock, of the par value of $0.01 per share
(hereinafter referred to as "Class SAM Preferred Stock"),
ten (10) shares of Class I Junior Preferred Stock, of the
par value of $0.01 per share (hereinafter referred to as
"Class I Preferred Stock" and, together with the Serial
Preferred Stock, the Class 1 ESOP Convertible Preferred
Stock, the Class 2 ESOP Convertible Preferred Stock, the
Class P Voting Preferred Stock, the Class M Voting Preferred
Stock, the Class S Voting Preferred Stock, the Class Pilot
MEC Preferred Stock, the Class IAM Preferred Stock, and the
Class SAM Preferred Stock, collectively, as "Preferred
Stock") and 200,000,000 shares of Common Stock, of the par
value of $0.01 per share (hereinafter referred to as "Common
Stock").
SECOND: That the foregoing amendment has been duly adopted
in accordance with the provisions of Section 242 of the Delaware
General Corporation Law by the affirmative vote of a majority of
the shares of stock of the Corporation entitled to vote thereon
at the annual meeting of stockholders held on April 24, 1996,
voting together as a single class.
The effective time of the amendment herein certified shall
be May 6, 1996.
IN WITNESS WHEREOF, UAL Corporation has caused this
Certificate to be signed and attested by the Corporation's duly
authorized officer this 25th day of April, 1996.
UAL CORPORATION
By: /s/ Francesca M. Maher
Print Name: Francesca M. Maher
Title: Vice President - Law and
Corporate Secretary
ATTEST:
By: /s/ Francesca M. Maher
Print Name: Francesca M. Maher
Title: Vice President - Law and
Corporate Secretary
Exhibit 10.1
As Amended
April 24, 1996
UAL CORPORATION
---------------
1981 INCENTIVE STOCK PLAN
-------------------------
1. Purpose. The purpose of the UAL Corporation 1981
Incentive Stock Plan (the "Plan") is to attract and retain
outstanding individuals as officers and key employees of UAL
Corporation (the "Company") and its subsidiaries, and to furnish
incentives to such persons by providing such persons
opportunities to acquire shares of the Company's Common Stock,
par value $.01 per share ("Common Stock"), or monetary payments
based on the value of such shares or both, on advantageous terms
as herein provided.
2. Administration. The Plan shall be administered by
the Compensation Administration Committee of the Board of
Directors of the Company for all grants to (I) any "officer" as
such term is defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended, or (II) any "covered employee"
within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder,
and by the Compensation Committee of the Board of Directors of
the Company for all other grants (such committee, as applicable,
herein called the "Committee"). No member of the Compensation
Administration Committee shall be eligible, while a member of
such Committee, to receive a Benefit under the Plan. The
Committee is authorized to interpret the provisions of the Plan,
to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and conditions of Benefits to be
granted under the Plan and to make all other determinations
necessary or advisable for the administration of the Plan, but
only to the extent not contrary to or inconsistent with the
express provisions of the Plan.
3. Participants. Participants in the Plan will consist
of such officers or other key employees of the Company and its
subsidiaries as the Committee in its sole discretion may
designate from time to time to receive Benefits hereunder. The
Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of
their respective Benefits, including without limitation (i) the
financial condition of the Company; (ii) anticipated profits for
the current or future years; (iii) contributions of participants
to the profitability and development of the Company; and (iv)
other compensation provided to participants.
4. Types of Benefits. Benefits under the Plan may be
granted in any one or a combination of (a) Incentive Stock
Options, (b) Non-qualified Stock Options, and (c) Stock
Appreciation Rights, all as described below.
5. Shares Reserved under the Plan. There is hereby
reserved for issuance under the Plan an aggregate of 2,300,000
shares of Common Stock, which may be newly issued or treasury
shares.1 All of such shares may, but need not be issued pursuant
to the exercise of Incentive Stock Options. If there is a lapse,
expiration, termination or cancellation of any Benefit granted
hereunder without the issuance of shares or payments of cash
thereunder, or if shares are issued under any Benefit and
thereafter are reacquired by the Company pursuant to rights
reserved upon the issuance thereof, the shares subject to or
reserved for such Benefit may again be used for new options or
rights under this Plan; provided, however, that in no event may
the number of shares issued under this Plan exceed the total
number of shares reserved for issuance hereunder. Subject to
Section 14(a), in no event may the aggregate number of shares of
Common Stock with respect to which options or Stock Appreciation
Rights are granted to any individual exceed 125,000 in any period
of two calendar years, provided, however, that grants made to any
new employee as a condition of employment may not exceed two
times such biennial limit during the first two years of
employment.
_______________________________
1 Represents shares reserved for issuance under the Plan in
connection with grants made on or after July 12, 1994. Shares
issuable under grants made prior to such date are in addition to
such number of shares.
6. Incentive Stock Options. Incentive Stock Options
will consist of options to purchase shares of Common Stock at
purchase prices not less than one hundred percent (100%) of the
fair market value of such shares on the date of grant. Incentive
Stock Options will be exercisable over not more than ten (10)
years after date of grant and shall terminate not later than
three (3) months after termination of employment for any reason
other than death. If the optionee should die while employed or
within three (3) months after termination of employment, the
right of the optionee or his or her successor in interest to
exercise an option shall terminate not later than twelve (12)
months after the date of death. The aggregate fair market value
(determined as of the time the option is granted) of the shares
of Common Stock which any participant may exercise pursuant to
Incentive Stock Options for the first time in any calendar year
(under all option plans of the Company and its parent and
subsidiary corporations) shall not exceed $100,000.
7. Non-qualified Stock Options. Non-qualified Stock
Options will consist of options to purchase shares of Common
Stock at purchase prices not less than one hundred percent (100%)
of the fair market value of shares on the date of grant. Non-
qualified Stock Options will be exercisable over not more than
ten (10) years after date of grant. Non-qualified Stock Options
will terminate no later than six (6) months after termination of
employment for any reason other than retirement or death, unless
immediately after such termination of employment the optionee
shall be a member of the Board of Directors of the Company, in
which case such options will terminate two (2) years after such
termination of employment. In the event termination of
employment occurs by reason of the optionee's retirement, the
option shall terminate not later than the fixed expiration date
set forth therein. In the event termination of employment occurs
by reason of the optionee's death or if the optionee's death
occurs within six months after termination of employment, the
option shall terminate not later than twelve (12) months after
the date of such death.
8. Stock Appreciation Rights. The Committee may, in
its discretion, grant a Stock Appreciation Right to the holder of
any Non-qualified Stock Option granted hereunder. In addition, a
Stock Appreciation Right may be granted independently of and
without relation to any stock option. Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the
Plan as the Committee shall impose from time to time, including
the following:
(a) A Stock Appreciation Right may be granted
with respect to a Non-qualified Stock Option at the
time of its grant or at any time thereafter up to six
(6) months prior to its expiration.
(b) Each Stock Appreciation Right will entitle
the holder to elect to receive up to 100% of the
appreciation in fair market value of the shares subject
thereto up to the date the right is exercised. In the
case of a Stock Appreciation Right issued in relation
to a Non-qualified Stock Option, such appreciation
shall be measured from the option price. In the case
of a Stock Appreciation Right issued independently of
any stock option, the appreciation shall be measured
from not less than the fair market value of the Common
Stock on the date the right is granted.
(c) The Committee shall have the discretion to
satisfy a participant's right to receive the amount of
cash determined under subparagraph (b) hereof, in whole
or in part, by the delivery of shares of Common Stock
valued as of the date of the participant's election.
(d) In the event of the exercise of a Stock
Appreciation Right, the number of shares reserved for
issuance hereunder (and the shares subject to the
related option, if any) shall be reduced by the number
of shares with respect to which the right is exercised.
9. Nontransferability. Each Benefit granted under this
Plan shall not be transferable other than by will or the laws of
descent and distribution, and shall be exercisable, during the
holder's lifetime, only by the holder.
10. Other Provisions. The award of any Benefit under
the Plan may also be subject to other provisions (whether or not
applicable to the Benefit awarded to any other participant) as
the Committee determines appropriate, including, without
limitation, provisions for the purchase of common shares under
stock options in installments, provisions for the payment of the
purchase price of shares under stock options by delivery of other
shares of the Company having a then market value equal to the
purchase price of such shares, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements
and understandings or conditions as to the participant's
employment in addition to those specifically provided for under
the Plan.
11. Term of Plan and Amendment, Modification or
Cancellation of Benefits. No Benefit shall be granted after
December 8, 2001; provided, however, that the terms and
conditions applicable to any Benefits granted prior to such date
may at any time be amended, modified, extended or canceled by
mutual agreement between the Committee and the participant or
such other persons as may then have an interest therein, so long
as any amendment or modification does not increase the number of
shares of Common Stock issuable under this Plan and any extension
does not extend the option term beyond ten (10) years.
12. Taxes. The Company shall be entitled to withhold
the amount of any tax attributable to any amount payable or
shares deliverable under the Plan after giving the person
entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making payment
or delivery if any such tax may be pending unless and until
indemnified to its satisfaction.
13. Fair Market Value. The Fair Market Value of the
Company's shares of Common Stock at any time shall be determined
in such manner as the Committee may deem equitable or required by
applicable laws or regulations.
14. Adjustment Provisions.
(a) If the Company shall at any time change the
number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend
or stock split), the total number of shares reserved
for issuance under this Plan, the maximum number of
shares with respect to which options or Stock
Appreciation Rights may be granted to any individual,
the exercise price of outstanding options (other than
options granted prior to July 12, 1994) and the base
for measuring a Stock Appreciation Right and the number
of shares covered by each outstanding Benefit
(including the number of shares issuable upon exercise
of outstanding options granted prior to July 12, 1994,
which are exercisable for "reclassification packages"
consisting of a combination of cash and shares, so that
the number of shares included in each such
reclassification package shall adjust as herein
provided) shall be adjusted so that the aggregate
consideration payable to the Company and the value of
each such Benefit shall not be changed. The Committee
shall also have the right to provide for the
continuation of Benefits or for other equitable
adjustments after changes in the shares of Common Stock
resulting from the reorganization, sale, merger,
consolidation or similar occurrence.
(b) Notwithstanding any other provision of this
Plan, and without affecting the number of shares
otherwise reserved or available hereunder, the
Committee may authorize the issuance or assumption of
Benefits in connection with any merger, consolidation,
acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem
appropriate.
15. Amendment and Termination of Plan. The Board of
Directors of the Company may amend the Plan from time to time or
terminate the Plan at any time, but no such action shall reduce
the then existing amount of any participant's Benefit or
adversely change the terms and conditions thereof without the
participant's consent. However, except for adjustments expressly
provided for herein, no amendment may, without stockholder
approval, (i) materially increase the Benefits accruing to
participants, (ii) materially increase the number of shares which
may be issued, or (iii) materially modify the requirements as to
eligibility for participation in the Plan.
Exhibit 11
UAL Corporation and Subsidiary Companies
Calculation of Fully Diluted Net Earnings Per Share
---------------------------------------------------
(In Millions, Except Per Share)
Three Months Ended
March 31
1996(1) 1995(1)
------- -------
Earnings:
Earnings before preferred stock
transactions and extraordinary item $ 6 $ 3
Preferred stock dividends (16) (16)
------- -------
Loss before preferred stock transactions
and extraordinary item for fully
diluted calculation (10) (13)
Preferred stock transactions (6) -
Extraordinary loss on early
extinguishment of debt (29) -
------- -------
Net loss for fully diluted calculation $ (45) $ (13)
======= =======
Shares:
Average number of shares of common
stock outstanding during the period 50.4 49.2
Average number of shares of ESOP
preferred stock outstanding during
the period 19.2 -
Additional shares assumed issued at
the beginning of the period (or at
the date of issuance) for conversion
of preferred stock - 7.2
Additional shares assumed issued at
the beginning of the period (or at
the date of issuance) for exercises
of dilutive stock options and stock
award plans (after deducting shares
assumed purchased under the treasury
stock method) 2.8 1.6
------- -------
Average number of shares for fully
diluted calculation 72.4 58.0
======= =======
Fully diluted per share amounts:
Loss before extraordinary item $(0.22) $(0.23)
Extraordinary loss on early
extinguishment of debt (0.41) -
------ ------
Net loss $(0.63) $(0.23)
====== ======
- ------------------
(1) This calculation is submitted in accordance with Regulation
S-K item 601(b)(11), although it is contrary to paragraph 40
of APB Opinion No. 15 because it produces an antidilutive result.
Exhibit 12.1
UAL Corporation and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
-------------------------------------------------
Three Months Ended
March 31
1996 1995
---- ----
(In Millions)
Earnings:
Earnings before income taxes
and extraordinary item $ 10 $ 6
Fixed charges, from below 272 282
Undistributed earnings of affiliates (20) (14)
Interest capitalized (15) (12)
------ ------
Earnings $ 247 $ 262
====== ======
Fixed charges:
Interest expense $ 85 $ 102
Portion of rental expense representative
of the interest factor 187 180
------ ------
Fixed charges $ 272 $ 282
====== ======
Ratio of earnings to fixed charges (a) (a)
====== ======
- ------------
(a) Earnings were inadequate to cover fixed charges by $25
million in the first quarter of 1996 and $20 million in
the first quarter of 1995.
Exhibit 12.2
UAL Corporation and Subsidiary Companies
----------------------------------------
Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
-----------------------------------------
Three Months Ended
March 31
1996 1995
---- ----
(In Millions)
Earnings:
Earnings before income taxes
and extraordinary item $ 10 $ 6
Fixed charges, from below 299 310
Undistributed earnings of affiliates (20) (14)
Interest capitalized (15) (12)
------ ------
Earnings $ 274 $ 290
====== ======
Fixed charges:
Interest expense $ 85 $ 102
Preferred stock dividend requirements 27 28
Portion of rental expense representative
of the interest factor 187 180
------ ------
Fixed charges $ 299 $ 310
====== ======
Ratio of earnings to fixed charges (a) (a)
====== ======
- --------------
(a) Earnings were inadequate to cover fixed charges by $25
million in the first quarter of 1996 and $20 million in
the first quarter of 1995.
5
