SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 19, 2000 ------------------------------ (Date of earliest event reported) UAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6033 36-2675207 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1200 Algonquin Road, Elk Grove Township, Illinois 60007 - ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (847) 700-4000 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) I ITEM 5. OTHER EVENTS. ------------ UAL Corporation (the "Company") is filing herewith a press release, reporting earnings for the quarter ended June 30, 2000, as Exhibit 99.1, and a cautionary statement for purposes of the "Safe Harbor for Forward Looking Statements" provision of the Private Securities Litigation Reform Act of 1995 as Exhibt 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- Exhibit No. Description - ---------- ----------- 99.1 Second Quarter Earnings Release 99.2 Cautionary Statement 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 hereunto duly authorized. UAL CORPORATION By: /s/ Douglas A. Hacker Name: Douglas A. Hacker Title: Executive Vice President and Chief Financial Officer Dated: July 19, 2000
Exhibit 99.1 Corporate Communications Contact: Media Relations (847) 700-5538 Investor Relations Contact: Patricia Chaplinski (847) 700-7501 UAL CORPORATION REPORTS STRONG SECOND-QUARTER RESULTS DESPITE CHALLENGING CONDITIONS - Earnings per share on a fully distributed basis were $3.47, excluding two special charges. - Strong revenue growth for the quarter offset challenges stemming from higher fuel prices and an abnormally high rate of operational disruptions. - Third quarter 2000 earnings per share are expected to range between $2.60 and $3.20. CHICAGO, July 19, 2000 -- UAL Corporation (NYSE: UAL), the holding company whose primary subsidiary is United Airlines, reported second-quarter earnings today. In accordance with Generally Accepted Accounting Principles (GAAP), second-quarter net earnings were $374 million ($3.19 per share) on operating earnings of $666 million, excluding two special charges described below. These results compare to second quarter 1999 net earnings of $244 million ($1.92 per share), excluding an extraordinary item associated with early debt retirement and an after-tax gain of $428 million associated with the sale of a portion of the company's stake in Galileo International. Second quarter 1999 operating earnings were $433 million. On a pro forma, fully distributed basis (see below for further explanation of the methodology), second quarter net earnings were $408 million ($3.47 per share) on second-quarter operating earnings of $721 million, all before the two special charges. This compares to second quarter 1999 net earnings of $349 million ($2.86 per share), excluding the extraordinary item and after-tax gain, and operating earnings of $615 million. The company recorded two special charges in the second quarter of 2000. One was a $23 million (net of tax) non- recurring charge associated with the planned replacement of the inflight video system on certain Boeing 777-222 aircraft. The other was a $15 million (net of tax) charge associated with the early retirement of seven leased B747-238 aircraft. Chairman's Comments "We are pleased with our strong second-quarter results, which came despite several - more - - 2 - challenges," said James E. Goodwin, UAL Corporation Chairman and Chief Executive Officer. "The quarter's performance reflects continued revenue strength, particularly in the United States, and also in our international regions. These favorable revenue results offset the effects of higher year-over-year fuel prices as well as operational disruptions we faced in the quarter. Out of concern for our customers, we have adjusted our schedule to reduce the inconvenience caused by the abnormally high rate of delays and cancellations due to unusually bad weather, air traffic control-related difficulties and the impact of crew issues. I want to thank our customers for their patience during this period, as well as our frontline employees for their effort and dedication in working to allay the effects of these disruptions on our customers." Second-quarter Highlights Toward enhancing stockholder value, United continued to develop the core airline and build on the company's other strategic businesses during the quarter. Highlights include: US Airways Acquisition. UAL Corporation and US Airways Group, Inc. announced May 24 that their boards of directors have approved a definitive merger agreement pursuant to which US Airways will be acquired by United in an all-cash transaction valued at $4.3 billion. The combination of United and US Airways will deliver significant benefits to millions of passengers and hundreds of communities throughout the United States. The new network will make traveling more convenient for passengers, connecting US Airways' eastern U.S. markets with United's east-west and international markets. The merger is conditioned upon, among other things, the approvals of US Airways stockholders, regulatory clearance and other customary closing conditions. UAL Common Stock Dividend. As part of the company's initiatives to return cash to stockholders UAL Corporation instituted a $0.3125 dividend on UAL common stock in the second quarter. A second dividend of $0.3125 has been declared and is payable on August 1 to stockholders of record July 14, 2000. E-Commerce. United continued expanding the company's Internet presence during the quarter. The introduction of two new features to united.com makes planning trips worldwide easier and faster: Customers can now print E- ticket receipts online and download flight schedules for use without Internet access. In addition, many of United's international customers now have new travel booking and purchase opportunities with the launch of online booking capabilities through 12 new country-specific versions of the united.com web site. Gross air bookings on united.com grew over 130 percent over the same period last year. Total United revenue generated over the Internet reached $204 million in the second quarter versus $80 million a year ago, representing more than a 150 percent increase. - more - - 3 - Mileage Plus(R). Revenue from third-party mileage sales reached $114 million during the second quarter, an increase of 17 percent over the same period last year. United formed a partnership during the quarter with Abercrombie & Kent, the renowned upscale tour operator, offering 5,000 Mileage Plus bonus miles on selected packages booked by the end of the year. More Space and Entertainment Options. Response from United's frequent fliers to the company's new Economy Plus product has been markedly favorable, as surveys of these premium customers show approval for Economy Plus' five inches of added legroom. During the quarter, United became the first major U.S. airline to offer customers free headsets for inflight feature viewing in all cabin classes on U.S. domestic flights offering video programming. Strategic Alliances. Singapore Airlines joined Star Alliance during the second quarter. With the addition of its 11th member, the Star Alliance network provides United customers with service to more than 810 destinations in 130 countries worldwide. In addition, Star Alliance members United and Air Canada launched the industry's first true interline electronic ticketing service in June. The service, an historic development in that it provides full functionality on two separate reservations systems, enables customers to use one electronic ticket to travel on the two airlines. Third-quarter and Full-year Year-over-year Outlook Based on recent booking trends, the company expects continued strong revenue growth in the third quarter, although at levels slightly less than in the second quarter. Total unit revenue is expected to rise between 8 percent and 10 percent. Unit costs are expected to increase 15.1 percent, based on an average fuel price of 79 cents per gallon. Excluding fuel, unit costs are expected to rise 11.8 percent. The increase reflects lower-than-planned capacity levels as well as wage increases associated with the end of the ESOP (Employee Stock Ownership Plan) allocation period. Based on the revenue and cost projections, the company expects third quarter earnings per share to range between $2.60 and $3.20. For the full year, the company now expects fully distributed earnings per share to range between $8.25 and $9.75, excluding special charges. United's second-quarter conference call will be broadcast July 19 on united.com at 9:00 a.m. ET. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The information contained in the outlook section of this press release is forward looking and involves risks and uncertainties that could result in actual results differing materially from expected results. Forward- looking statements represent the company's expectations and beliefs concerning future events, based on information available to the company as of the date of this press release. - more - - 4 - The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Some factors that could significantly impact revenues, unit revenues, unit costs, earnings per share, fully distributed earnings per share, capacity and the results and benefits of the pending merger between United and US Airways include, without limitation, the airline pricing environment; industry capacity decisions; competitors' route decisions; the inability to obtain regulatory approvals for the United and US Airways merger; the inability to successfully integrate the businesses of United and US Airways; costs related to the United and US Airways merger; the inability to achieve cost cutting synergies resulting from the United and US Airways merger; labor integration issues; the success of the company's cost control efforts; the cost of crude oil and jet fuel; the success of fuel hedging strategies; the results of union contract negotiations and their impact on labor costs; operational disruptions as a result of bad weather, air traffic control-related difficulties and the impact of labor issues; the growth of e-commerce and off-tariff distribution channels; the implementation of customer service improvement strategies; actions of the U.S., foreign and local governments; foreign currency exchange rate fluctuations; the Pacific economic environment and travel patterns; the stability of the U.S. economy; inflation; the economic environment of the airline industry and the economic environment in general. n.b.: While UAL Corporation reports its earnings under GAAP - - - Generally Accepted Accounting Principles -- a more complete understanding of UAL Corporation's performance may be gained by viewing the results on a pro forma, fully distributed basis. This presentation considers all ESOP shares that will be issued to employees over the course of the ESOP period to be immediately outstanding, thus "fully distributed." Consistent with this presentation, the "ESOP compensation expense" -- which reflects the commitment of stock to employees -- is excluded from fully distributed expenses and ESOP convertible preferred stock dividends are not deducted from earnings attributable to common stockholders. As of April 2000, all ESOP preferred shares are considered earned and outstanding for diluted earnings per share under GAAP. Beginning with the third quarter 2000, fully distributed and GAAP quarterly earnings will be the same; however, year-to-date results will continue to be reported on a fully distributed basis in 2000 using the methodology described above. -UAL- The web page address for UAL Corp. and United Airlines is united.com UAL CORPORATION AND SUBSIDIARY COMPANIES EARNINGS AND EARNINGS PER SHARE (Unaudited) ------------------------------------------- (In Millions, Except Per Share) Three Months Ended June 30, 2000 June 30, 1999 ------------- ------------- GAAP "Fully GAAP "Fully Basis Distributed"(1) Basis Distributed"(1) EARNINGS Operating revenues $5,109 $5,109 $4,541 $4,541 Operating expenses (excluding special charges and ESOP (4,388) (4,388) (3,926) (3,926) compensation expense) ESOP compensation (55) N/A (182) N/A expense Special charges (61) (61) - - Operating earnings 605 660 433 615 Gain on sale of - - 669 669 Galileo stock Non-operating expense (69) (69) (50) (50) Earnings before income taxes, distributions on preferred securities and extraordinary 536 591 1,052 1,234 item Provision for income taxes 199 220 379 469 Earnings before distributions on preferred securities and 337 371 673 765 extraordinary item Distributions on preferred securities, (1) (1) (1) (1) net Extraordinary loss on debt extinguishment, net - - (3) (3) Net earnings 336 370 669 761 ==== ==== ==== ==== Preferred stock dividends (3) (3) (32) (2) Earnings attributable to common shareholders $ 333 $ 367 $ 637 $ 759 ==== ==== ==== ==== SHARES Average common shares assumed outstanding 50.5 50.5 52.2 52.2 ESOP preferred shares assumed outstanding 65.4 65.4 56.7 67.4 Other 0.9 0.9 1.4 1.5 Total shares assumed 116.8 116.8 110.3 121.1 outstanding ==== ==== ==== ==== PER SHARE, DILUTED: Earnings before special charges, gain on sale and $3.19 $3.47 $1.92 $2.86 extraordinary item Special charges, net (0.33) (0.33) Gain on sale, net - - 3.88 3.43 Extraordinary item, net - - (0.02) (0.02) Net earnings $2.86 $3.14 $5.78 $6.27 ==== ==== ==== ==== __________ See accompanying notes. (1) "Fully distributed" earnings and earnings per share are pro forma presentations which consider all ESOP shares which will ultimately be released to employees by the end of the ESOP period to be immediately outstanding. Therefore, the ESOP compensation expense has been excluded from fully distributed earnings and ESOP convertible preferred stock dividends have not been deducted from earnings attributable to common shareholders. In the third quarter 2000, Fully Distributed and GAAP earnings will be the same. UAL CORPORATION AND SUBSIDIARY COMPANIES EARNINGS AND EARNINGS PER SHARE (Unaudited) (In Millions, Except Per Share) Six Months Ended ---------------- June 30, 2000 June 30, 1999 ------------- ------------- GAAP "Fully GAAP "Fully Basis Distributed"(1) Basis Distributed"(1) EARNINGS Operating revenues $9,654 $9,654 $8,702 $8,702 4 4 2 2 Operating expenses (excluding special charges and ESOP (8,547) (8,547) (7,759) (7,759) compensation expense) ESOP compensation (147) N/A (364) N/A expense Special charges (102) (102) - - Operating earnings 858 1,00 579 943 5 Gain on sale of - - 669 669 Galileo stock Non-operating expense (144) (144) (72) (72) Earnings before income taxes, distributions on preferred securities, extraordinary item and 714 861 1,176 1,540 cumulative effect Provision for income taxes 265 323 423 585 Earnings before distributions on preferred securities and 449 538 753 955 extraordinary item Distributions on (3) (3) (3) (3) preferred securities, net Extraordinary loss on debt extinguishment, - - (3) (3) net Cumulative effect of accounting change, net (209) (209) - - Net earnings 237 326 747 949 ==== ==== ==== ==== Preferred stock dividends (41) (5) (63) (5) Earnings attributable to common shareholders $ 196 $ 321 $ 684 $ 944 ==== ==== ==== ==== SHARES Average common shares assumed outstanding 50.5 50.5 51.8 51.8 ESOP preferred shares assumed outstanding 65.0 65.8 55.4 67.7 Other 0.9 0.9 1.4 1.4 Total shares assumed 116.4 117.2 108.6 120.9 outstanding ==== ==== ==== ==== PER SHARE, DILUTED: Earnings before special charges, cumulative effect, gain on sale and extraordinary item $ 4.04 $ 5.08 $ 2.38 $ 4.40 Special charges, net (0.56) (0.55) - - Cumulative effect of accounting change, net (1.80) (1.79) - - Gain on sale, net - - 3.95 3.43 Extraordinary item, net - - (0.03) (0.02) Net earnings $ 1.68 $ 2.74 $ 6.30 $ 7.81 ==== ==== ==== ==== __________ See accompanying notes. (1) "Fully distributed" earnings and earnings per share are pro forma presentations which consider all ESOP shares which will ultimately be released to employees by the end of the ESOP period to be immediately outstanding. Therefore, the ESOP compensation expense has been excluded from fully distributed earnings and ESOP convertible preferred stock dividends have not been deducted from earnings attributable to common shareholders. In the third quarter 2000, Fully Distributed and GAAP earnings will be the same. UAL CORPORATION AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED) (In Millions, Except Per Share) (In accordance with GAAP) Three Months Ended June 30 2000 1999 % Change Operating revenues: Passenger $4,567 $3,989 +14.5 Cargo 233 227 +2.6 Other operating revenues 309 -4.9 325 5,109 4,541 +12.5 Operating expenses: Salaries and related costs 1,589 1,420 +11.9 ESOP compensation expense 55 182 -69.8 Aircraft fuel 589 420 +40.2 Commissions 252 291 -13.4 Purchased services 429 379 +13.2 Aircraft rent 223 219 +1.8 Landing fees and other rent 247 244 +1.2 Depreciation and amortization 247 213 +16.0 Special charges 61 - - Aircraft maintenance 163 176 -7.4 Other operating expenses 649 +15.1 564 4,504 4,108 +9.6 Earnings from operations 605 +39.7 433 Other income (expense): Interest expense (94) (91) +3.3 Interest capitalized 20 17 +17.6 Interest income 20 12 +66.7 Equity (loss) in earnings of (1) 15 - affiliates Gain on sale of Galileo stock - 669 - Miscellaneous, net (14) - (3) (69) 619 Earnings before income taxes, distributions on preferred securities and 536 extraordinary item 1,052 Provision for income taxes 199 379 Earnings before distributions on preferred securities and extraordinary 337 673 item Distributions on preferred (1) securities, net of tax (1) Earnings before extraordinary 336 672 item Extraordinary loss on early extinguishment of debt, net of tax - (3) Net earnings $ 336 $ 669 ==== ==== Per share, basic: Earnings before extraordinary $ 6.61 $ item 12.26 Extraordinary loss on debt, net of tax - (0.05) Net earnings $ 6.61 $12.21 ===== ===== Per share, diluted: Earnings before extraordinary $ 2.86 $ item 5.80 Extraordinary loss on debt, net of tax - (0.02) Net earnings $ 2.86 $ 5.78 ===== ===== ____________________ See accompanying notes. UAL CORPORATION AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED) (In Millions, Except Per Share) (In accordance with GAAP) Six Months Ended June 30 2000 1999 % Change Operating revenues: Passenger $8,535 $7,669 +11.3 Cargo 450 435 +3.4 Other operating revenues 669 +11.9 598 9,654 8,702 +10.9 Operating expenses: Salaries and related costs 3,013 2,829 +6.5 ESOP compensation expense 147 364 -59.6 Aircraft fuel 1,128 815 +38.4 Commissions 501 574 -12.7 Purchased services 832 759 +9.6 Aircraft rent 444 438 +1.4 Landing fees and other rent 475 467 +1.7 Depreciation and amortization 478 424 +12.7 Special charges 102 - - Aircraft maintenance 352 354 -0.6 Other operating expenses 1,324 1,099 +20.5 8,796 8,123 +8.3 Earnings from operations 858 +48.2 579 Other income (expense): Interest expense (192) (184) +4.3 Interest capitalized 40 36 +11.1 Interest income 36 23 +56.5 Equity in earnings of (2) 39 - affiliates Gain on sale of Galileo stock - 669 - Miscellaneous, net - (26) 14 (144) 597 Earnings before income taxes, distributions on preferred securities, extraordinary item 714 and cumulative effect 1,176 Provision for income taxes 265 423 Earnings before distributions on preferred securities, extraordinary item and 449 753 cumulative effect Distributions on preferred securities, net of tax (3) (3) Earnings before extraordinary 446 750 item and cumulative effect Extraordinary loss on early extinguishment of debt, net of tax - (3) Cumulative effect of accounting (209) change, net of tax - Net earnings $ 237 $ 747 ===== ===== Per share, basic: Earnings before extraordinary $ 8.02 $ 13.27 item and cumulative effect Extraordinary loss on debt, net - (0.05) of tax Cumulative effect of accounting (4.14) change, net of tax - Net earnings $ 3.88 $ 13.22 ===== ===== Per share, diluted: Earnings before extraordinary $ 3.48 $ 6.33 item and cumulative effect Extraordinary loss on debt, net - (0.03) of tax Cumulative effect of accounting (1.80) change, net of tax - Net earnings $ 1.68 $ 6.30 ===== ===== See accompanying notes. Consolidated Notes (1) UAL Corporation is a holding company whose principal subsidiary is United Air Lines, Inc. (2) "ESOP compensation expense" represents the estimated average fair value of ESOP convertible preferred stock committed to be released to employees for the period, net of amounts used to satisfy dividend requirements for previously allocated ESOP convertible preferred shares, under Employee Stock Ownership Plans. The fair value of ESOP convertible preferred stock is estimated based on the market value of UAL's common stock. The average market price of UAL's common stock was $58 per share during the second quarter of 2000 versus $74 per share during the 1999 second quarter. The average price during the six-month period ending June 30, 2000, was $57 per share versus $69 per share for the same six-month period in 1999. The final ESOP compensation expense was recorded in April 2000 as the ESOP expired on April 12, 2000. (3) Per share amounts were calculated after providing for dividends on preferred stock, including ESOP convertible preferred stock, of $3 million in the 2000 second quarter, $32 million in the 1999 second quarter, $41 million in the 2000 six-month period ending June 30 and $63 million in the 1999 six-month period ending June 30. Basic per share amounts were based on weighted average common shares outstanding. Diluted per share amounts include potential common shares including ESOP shares committed to be released. Average shares used in the computations were as follows: 2000 1999 (In Millions) Second quarter: Basic 50.5 52.2 Diluted 116.8 110.3 Six-month period: Basic 50.5 51.8 Diluted 116.4 108.6 (4) "Miscellaneous, net" consisted of the following: Second Six-month Quarter Period 2000 1999 2000 1999 Currency option foreign exchange gains (losses) $ $ $ $ (3) 2 (10) 16 Other foreign exchange (3) 1 4 gains (losses) (4) Other (7) (2) (17) (6) $ (14) $ $ $ (3) (26) 14 ==== ==== ==== === (5) During the first quarter of 2000, UAL changed its method of accounting for the sale of mileage to participating partners in the 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 revenue from the sale of mileage is deferred and recognized 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 application of the accounting method to prior years. This change resulted in a reduction to revenues of approximately $x million in the first six months of 2000 and would have impacted the first six months of 1999 revenues by approximately $x million. UAL anticipates full-year 2000 revenues to be reduced by approximately $32 million as compared to results anticipated under the previous accounting method. (6) Also during the first quarter, UAL recorded a special charge of $26 million, net of tax, associated with the write-down and losses related to subleases on non-operating British Aerospace Advanced Turbo- Prop aircraft previously used in the United Express operation. (7) During the second quarter, UAL recorded a special charge of $15 million, net of tax, for seven leased B747-238B aircraft that will continue to be leased but will no longer be used for operating purposes beginning in October 2000. In addition, United recorded a special charge of $23 million, net of tax, for the retirement of the inflight video system on certain B777-222 aircraft, which is being replaced by an enhanced and more reliable inflight video system. (8) In June 1999, United sold 17.5 million shares of common stock in Galileo International, Inc. ("Galileo") in a secondary offering by Galileo for $766 million. This transaction resulted in a pre-tax gain of approximately $669 million. UNITED AIR LINES, INC AND SUBSIDIARY COMPANIES Three Months Ended June 30 2000 1999 % Change FINANCIAL SUMMARY (UNAUDITED) (in millions) Operating revenues $5,098 $4,530 +12.5 Operating expenses (excluding ESOP compensation expense) 4,446 3,924 +13.3 ESOP compensation expense 182 -69.8 55 4,501 4,106 +9.6 Earnings from operations (in $ 597 $ 424 +40.8 accordance with GAAP) ==== ==== OPERATING STATISTICS Revenue passengers (in thousands) 22,412 21,744 +3.1 Revenue passenger miles (in 33,328 31,193 +6.8 millions) Available seat miles (in millions) 44,073 44,475 -0.9 Passenger load factor (percent) 75.6 70.1 +5.5 Breakeven passenger load factor excluding ESOP charges (percent) 64.7 59.4 +5.3 Passenger revenue per passenger mile 13.62 12.69 +7.3 (cents) Operating revenue per available seat mile (cents) 11.57 10.19 +13.5 Operating expenses excluding ESOP charges per available seat mile 10.09 8.82 +14.4 (cents) Average price per gallon of jet fuel 75.0 54.5 +37.6 (cents) Number of aircraft in operating fleet at end of period 602 593 Average full-time equivalent 98.3 94.5 +4.0 employees (thousands) Note: Revenue and expenses associated with United's dedicated freighter operations are included in the calculations of unit revenue and unit cost. However, dedicated freighter operations do not increase available seat miles, which is used as the denominator in the calculation of unit revenue and unit cost. The inclusion of these revenues and expenses do not have a material effect on unit revenue and unit cost. UNITED AIR LINES, INC AND SUBSIDIARY COMPANIES Six Months Ended June 30 2000 1999 % Change FINANCIAL SUMMARY (UNAUDITED) (in millions) Operating revenues $9,631 $8,680 +11.0 Operating expenses (excluding ESOP compensation expense) 8,605 7,751 +11.0 ESOP compensation expense -59.6 147 364 8,752 8,115 +7.8 Earnings from operations (in $ 879 $ 565 +55.6 accordance with GAAP) ==== ==== OPERATING STATISTICS Revenue passengers (in thousands) 42,554 41,856 +1.7 Revenue passenger miles (in 62,342 60,336 +3.3 millions) Available seat miles (in millions) 86,597 86,726 -0.1 Passenger load factor (percent) 72.0 69.6 +2.4 Breakeven passenger load factor excluding ESOP charges (percent) 63.3 61.1 +2.2 Passenger revenue per passenger mile 13.60 12.61 +7.9 (cents) Operating revenue per available seat mile (cents) 11.12 10.01 +11.1 Operating expenses excluding ESOP charges per available seat mile 9.94 8.94 +11.2 (cents) Average price per gallon of jet fuel 74.1 59.4 +24.7 (cents) Number of aircraft in operating fleet at end of period 602 593 Average full-time equivalent 97.2 94.3 +3.1 employees (thousands) Note: Revenue and expenses associated with United's dedicated freighter operations are included in the calculations of unit revenue and unit cost. However, dedicated freighter operations do not increase available seat miles, which is used as the denominator in the calculation of unit revenue and unit cost. The inclusion of these revenues and expenses do not have a material effect on unit revenue and unit cost.
Exhibit 99.2 Cautionary Statement UAL Corporation ("UAL") and its representatives from time to time participate in speeches and calls with market analysts, conferences with investors and potential investors of UAL and United Air Lines, Inc. securities, and other meetings and conferences. Some of the information presented in such speeches, calls, meetings and conferences may be 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, traffic, load factors, yields, revenues, unit revenues, expenses, costs, unit costs, fully distributed unit costs, capital spending, cash flows, pre-tax margins, earnings, fully distributed earnings, earnings per share, fully distributed earnings per share, price to earnings ratios, and the results and benefits of the pending merger between United and US Airways include, without limitation, the airline pricing environment; industry capacity decisions; competitors' route decisions; the inability to obtain regulatory approvals for the United and US Airways merger; the inability to successfully integrate the businesses of United and US Airways; costs related to the United and US Airways merger; the inability to achieve cost cutting synergies resulting from the United and US Airways merger; labor integration issues; the success of the Company's cost control efforts; the cost of crude oil and jet fuel; the success of fuel hedging strategies; the results of union contract negotiations and their impact on labor costs; operational disruptions as a result of bad weather, air traffic control-related difficulties and the impact of labor issues; the growth of e-commerce and off-tariff distribution channels; the implementation of customer service improvement strategies; actions of the U.S., foreign and local governments; foreign currency exchange rate fluctuations; the Pacific economic environment and travel patterns; the stability of the U.S. economy; inflation; the economic environment of the airline industry and the economic environment in general.