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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 1 - 6033
A. United Air Lines, Inc.
Flight Attendant Employees' 401(k) Retirement Savings Plan
__________________________________________________________
(Full title of the Plan)
United Air Lines, Inc.
______________________
(Employer sponsoring the Plan)
B. UAL Corporation
_______________
(Issuer of the shares held pursuant to the Plan)
1200 Algonquin Road, Elk Grove Township, Illinois
Mailing Address: P.O. Box 66100, Chicago, Illinois 60666
_________________________________________________________
(Address of principal executive offices)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________
To the Board of Directors
of United Air Lines, Inc.:
We have audited the accompanying statements of net assets available
for plan benefits of the United Air Lines, Inc. Flight Attendant
Employees' 401(k) Retirement Savings Plan as of November 30, 1999
and 1998, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's Management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the Plan's Management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the United Air Lines, Inc. Flight Attendant Employees'
401(k) Retirement Savings Plan as of November 30, 1999 and 1998,
and the changes in its net assets available for plan benefits
for the years then ended in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 26, 2000
UNITED AIR LINES, INC.
_____________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
__________________________________________________________
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
____________________________________________________
(In Thousands)
November 30
___________
1999 1998
____ _____
INVESTMENT IN MASTER TRUST
Magellan Fund $ 95,568 $ 60,025
Equity-Income Fund 37,343 36,565
Growth Company Fund 260,987 147,348
Government Securities Fund 2,194 3,896
OTC Portfolio 71,707 32,321
Overseas Fund 65,103 47,608
Balanced Fund 56,612 50,193
Asset Manager 8,148 8,616
Asset Manager: Growth 17,302 15,596
Asset Manager: Income 1,348 1,377
Retirement Money Market 15,926 9,706
U.S. Bond Index Portfolio 3,824 3,444
U.S. Equity Index Portfolio 191,934 161,391
Stated Return Fund 131,323 132,029
Blended Income Fund 55,585 48,637
UAL Stock Fund 27,890 26,517
Participant Loan Fund 14,327 10,273
NET ASSETS AVAILABLE FOR PLAN __________ _______
BENEFITS $1,057,121 $795,542
__________ ________
__________ ________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1999
_________________________________________
EQUITY- GROWTH GOVERNMENT
MAGELLAN INCOME COMPANY SECURITIES
FUND FUND FUND FUND
____ ____ ____ ____
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 60,025 $ 36,565 $147,348 $ 3,896
________ ________ ________ ________
CONTRIBUTIONS 9,195 4,135 13,566 296
________ ________ ________ ________
TRANSFERS
BETWEEN FUNDS 10,329 (5,432) 11,531 (1,900)
________ ________ ________ ________
TRANSFERS
BETWEEN PLANS 4 (4) (113) -
________ ________ ________ _______
RESULTS OF INVESTMENT
ACTIVITY
Dividends 6,576 2,190 11,321 153
Interest - - - -
Net appreciation
(depreciation)
in value of investments 11,178 1,162 81,922 (192)
________ ________ ________ ________
17,754 3,352 93,243 (39)
________ ________ ________ ________
PARTICIPANT LOANS (937) (383) (2,140) (28)
________ ________ ________ _______
PAYMENTS TO PLAN
PARTICIPANTS (786) (880) (2,427) (30)
________ ________ ________ _______
ADMINISTRATIVE
EXPENSES (16) (10) (21) (1)
________ ________ ________ ________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 95,568 $ 37,343 $260,987 $ 2,194
________ ________ ________ ________
________ ________ ________ ________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1999
_________________________________________
OTC OVERSEAS BALANCED ASSET
PORTFOLIO FUND FUND MANAGER
_________ ____ ____ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 32,321 $ 47,608 $ 50,193 $ 8,616
________ ________ ________ ________
CONTRIBUTIONS 4,772 4,484 4,254 1,014
________ ________ ________ ________
TRANSFERS
BETWEEN FUNDS 11,513 (214) (1,485) (2,291)
________ ________ ________ ________
TRANSFERS
BETWEEN PLANS (13) (18) 7 (3)
________ ________ ________ ________
RESULTS OF INVESTMENT
ACTIVITY
Dividends 4,479 939 7,635 1,623
Interest - - - -
Net appreciation
(depreciation)
in value of investments 19,761 13,878 (2,431) (609)
________ ________ ________ ________
24,240 14,817 5,204 1,014
________ ________ ________ ________
PARTICIPANT LOANS (555) (612) (563) (81)
________ ________ ________ ________
PAYMENTS TO PLAN
PARTICIPANTS (566) (957) (989) (119)
________ ________ _________ ________
ADMINISTRATIVE
EXPENSES (5) (5) (9) (2)
________ ________ _________ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 71,707 $ 65,103 $ 56,612 $ 8,148
________ ________ ________ ________
________ ________ ________ ________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1999
_________________________________________
RETIREMENT U.S. U.S.
ASSET ASSET MONEY BOND EQUITY
MANAGER: MANAGER: MARKET INDEX INDEX
GROWTH INCOME PORTFOLIO PORTFOLIO PORTFOLIO
______ ______ _________ _________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 15,596 $ 1,377 $ 9,706 $ 3,444 $161,391
________ ________ ________ ________ ________
CONTRIBUTIONS 2,254 198 869 487 7,531
________ ________ ________ ________ ________
TRANSFERS
BETWEEN FUNDS (2,346) (290) 5,771 (47) (6,778)
________ ________ ________ ________ ________
TRANSFERS
BETWEEN PLANS (16) - - 7 (133)
________ ________ ________ ________ ________
RESULTS OF INVESTMENT
ACTIVITY
Dividends 2,318 114 586 255 -
Interest - - - - 1
Net appreciation
(depreciation)
in value of investments (139) (38) (79) (244) 33,439
________ ________ ________ ________ ________
2,179 76 507 11 33,440
________ ________ ________ ________ ________
PARTICIPANT LOANS (177) (6) (98) (38) (1,020)
________ ________ ________ ________ _________
PAYMENTS TO PLAN
PARTICIPANTS (184) (7) (827) (39) (2,479)
________ ________ ________ ________ ________
ADMINISTRATIVE
EXPENSES (4) - (2) (1) (18)
________ ________ ________ ________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 17,302 $ 1,348 $ 15,926 $ 3,824 $191,934
________ ________ ________ ________ ________
________ ________ ________ ________ ________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1999
_________________________________________
STATED BLENDED UAL PARTICIPANT
RETURN INCOME STOCK LOAN
FUND FUND FUND FUND TOTAL
____ ____ ____ ____ _____
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $132,029 $ 48,637 $ 26,517 $ 10,273 $795,542
________ ________ ________ ________ ________
CONTRIBUTIONS - 7,246 3,579 - 63,880
________ ________ ________ ________ ________
TRANSFERS
BETWEEN FUNDS (8,085) (1,831) (3,378) (5,067) -
________ ________ ________ ________ ________
TRANSFERS
BETWEEN PLANS (42) 390 (26) - 40
________ ________ ________ ________ ________
RESULTS OF INVESTMENT
ACTIVITY
Dividends - - - - 38,189
Interest 9,393 3,102 - 1,075 13,571
Net appreciation
(depreciation)
in value of investments 2 - 2,084 - 159,694
________ ________ ________ ________ ________
9,395 3,102 2,084 1,075 211,454
________ ________ ________ ________ ________
PARTICIPANT LOANS (113) (929) (376) 8,056 -
________ ________ ________ ________ ________
PAYMENTS TO PLAN
PARTICIPANTS (1,847) (988) (476) (10) (13,611)
________ ________ ________ ________ ________
ADMINISTRATIVE
EXPENSES (14) (42) (34) - (184)
________ ________ ________ ________ ________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $131,323 $ 55,585 $ 27,890 $ 14,327 $1,057,121
________ ________ ________ ________ _________
________ ________ ________ ________ _________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1998
_________________________________________
EQUITY- GROWTH GOVERNMENT
MAGELLAN INCOME COMPANY SECURITIES
FUND FUND FUND FUND
____ ____ ____ ____
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year $ 37,784 $ 28,838 $122,535 $ 998
________ ________ ________ _________
CONTRIBUTIONS 7,367 4,655 14,305 225
________ ________ ________ _________
TRANSFERS
BETWEEN FUNDS 6,264 859 (7,167) 2,539
________ ________ ________ _________
TRANSFERS
BETWEEN PLANS 266 (66) 470 23
________ ________ ________ _________
RESULTS OF INVESTMENT
ACTIVITY
Dividends 2,907 1,728 12,925 109
Interest - - - -
Net appreciation
(depreciation)
in value of investments 7,051 1,629 8,701 53
________ ________ ________ _________
9,958 3,357 21,626 162
________ ________ ________ _________
PAYMENTS TO PLAN
PARTICIPANTS (1,600) (1,067) (4,396) (50)
________ ________ ________ _________
ADMINISTRATIVE
EXPENSES (14) (11) (25) (1)
________ ________ ________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
end of year $ 60,025 $ 36,565 $147,348 $ 3,896
________ ________ ________ _________
________ ________ ________ _________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1998
_________________________________________
OTC OVERSEAS BALANCED ASSET
PORTFOLIO FUND FUND MANAGER
_________ ____ ____ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 24,554 $ 44,059 $ 40,910 $ 5,254
_________ ________ _________ _________
CONTRIBUTIONS 3,904 5,518 4,703 970
_________ ________ _________ _________
TRANSFERS
BETWEEN FUNDS 71 (4,777) (1,370) 1,793
_________ ________ _________ _________
TRANSFERS
BETWEEN PLANS 74 118 25 (15)
_________ ________ _________ _________
RESULTS OF INVESTMENT
ACTIVITY
Dividends 2,893 2,174 6,528 554
Interest - - - -
Net appreciation
(depreciation)
in value of investments 1,957 2,502 905 201
_________ ________ _________ _________
4,850 4,676 7,433 755
_________ ________ _________ _________
PAYMENTS TO PLAN
PARTICIPANTS (1,128) (1,978) (1,498) (139)
_________ ________ _________ _________
ADMINISTRATIVE
EXPENSES (4) (7) (10) (2)
_________ ________ _________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 32,321 $ 47,608 $ 50,193 $ 8,616
_________ ________ _________ _________
_________ ________ _________ _________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1998
_________________________________________
RETIREMENT U.S. U.S.
ASSET ASSET MONEY BOND EQUITY
MANAGER: MANAGER: MARKET INDEX INDEX
GROWTH INCOME PORTFOLIO PORTFOLIO PORTFOLIO
______ ______ _________ _________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 11,059 $ 1,340 $ 5,268 $ 1,591 $123,790
________ ________ ________ ________ ________
CONTRIBUTIONS 2,367 181 756 374 7,149
________ ________ ________ ________ ________
TRANSFERS
BETWEEN FUNDS 606 (110) 3,989 1,334 4,161
________ ________ ________ ________ ________
TRANSFERS
BETWEEN PLANS 70 (30) - 2 282
________ ________ ________ ________ ________
RESULTS OF INVESTMENT
ACTIVITY
Dividends 1,183 127 379 158 -
Interest - - - - -
Net appreciation
(depreciation)
in value of investments 745 27 - 52 30,007
________ ________ ________ ________ ________
1,928 154 379 210 30,007
________ ________ ________ ________ ________
PAYMENTS TO PLAN
PARTICIPANTS (430) (158) (684) (67) (3,978)
________ ________ ________ ________ ________
ADMINISTRATIVE
EXPENSES (4) - (2) - (20)
________ ________ ________ ________ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 15,596 $ 1,377 $ 9,706 $ 3,444 $161,391
________ ________ ________ ________ ________
________ ________ ________ ________ ________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
___________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
______________________________________________________________
(In Thousands)
Year ended November 30
_________________________________________
1998
_________________________________________
STATED BLENDED UAL PARTICIPANT
RETURN INCOME STOCK LOAN
FUND FUND FUND FUND TOTAL
____ ____ ____ ____ _____
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
Beginning of year $132,868 $ 40,804 $ 29,338 - $650,990
_________ ________ _________ ________ _________
CONTRIBUTIONS 68 8,174 4,399 - 65,115
_________ ________ _________ ________ _________
TRANSFERS
BETWEEN FUNDS (7,914) (1,352) 2,424 (1,350) -
_________ ________ _________ ________ _________
TRANSFERS
BETWEEN PLANS (255) 737 203 - 1,904
_________ ________ _________ ________ _________
RESULTS OF INVESTMENT
ACTIVITY
Dividends - - - - 31,665
Interest 10,015 2,855 - 366 90,200
Net appreciation
(depreciation)
in value of investments - - (8,531) - 45,299
_________ ________ _________ ________ _________
10,015 2,855 (8,531) 366 90,200
_________ ________ _________ ________ _________
PAYMENTS TO PLAN
PARTICIPANTS (2,734) (2,532) (1,273) 11,257 (12,456)
_________ ________ _________ ________ _________
ADMINISTRATIVE
EXPENSES (19) (49) (43) - (211)
_________ ________ _________ ________ _________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $132,029 $ 48,637 $ 26,517 $ 10,273 $795,542
_________ ________ _________ ________ _________
_________ ________ _________ ________ _________
The accompanying notes to financial statements are an integral
part of these statements.
UNITED AIR LINES, INC.
______________________
FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
__________________________________________________________
NOTES TO FINANCIAL STATEMENTS
_____________________________
1. DESCRIPTION OF THE PLAN
_______________________
This description is for general information purposes only. Participants
should refer to their summary plan description for detailed benefit
information.
a. General and Plan Participants
_____________________________
The United Air Lines, Inc. Flight Attendant Employees' 401 (k)
Retirement Savings Plan ("Plan") covers all employees of United
classified as flight attendants and who are represented by the
Association of Flight Attendants. Eligible employees are eligible to
become participants on their date of hire. The Plan is contributory and
is subject to the Employee Retirement Income Security Act of 1974, as
amended.
b. Contributions and Vesting
_________________________
Eligible employees may elect to contribute to the Plan, in multiples
of 1%, any percentage of their covered earnings, up to 25% of each
paycheck, subject to a maximum of $10,000 in 1998 and in 1999. Lower
limits may apply to certain highly compensated participants if the
Plan does not pass certain nondiscrimination tests required by law.
Contributions and earnings are credited to separate accounts
maintained for each participant. Participants are immediately vested
in their salary deferral contributions. Section 415(c) of the
Internal Revenue Code limits the total amount of contributions from
all qualified defined contribution retirement plans to the lesser of
25% of annual taxable earnings or $30,000.
Participants may elect to invest in one or a combination of the
investment funds described in note (1)(d). Additionally, they may
subsequently change their contribution rate, redesignate the
allocation of contributions or transfer existing balances among
investment funds, subject to the limits set forth in the Plan.
Contributions include $1,019,479 and $969,298 for 1999 and 1998,
respectively, which were transferred from other qualified plans as
rollovers under Internal Revenue Code Sections 402(c) and 408(d).
c. Trustee and Recordkeeper
________________________
Fidelity Management Trust Company ("Fidelity") is the Plan Trustee and
Fidelity Institutional Retirement Services Company is the recordkeeper
of the Plan.
d. Master Trust Funds
__________________
Fidelity provides each participant with fifteen investment options:
Fidelity Magellan Fund; Fidelity Equity-Income Fund; Fidelity Growth
Company Fund; Fidelity Government Securities Fund; Fidelity OTC
Portfolio; Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity
Asset Manager; Fidelity Asset Manager: Growth; Fidelity Asset Manager:
Income; Fidelity Retirement Money Market Portfolio; Fidelity U.S. Bond
Index Portfolio; Fidelity U.S. Equity Index Portfolio; Blended Income
Fund and the UAL Stock Fund. These funds are managed by Fidelity or
Fidelity Investments (manager of Fidelity Mutual Funds). The
investments represent the Plan's allocable share of the funds.
The Stated Return Fund is invested in Connecticut General's general
portfolio. The investment and interest earned on the Stated Return
Fund are guaranteed against loss by Connecticut General. Interest is
credited monthly to the participant's account and is net of
administrative expenses. The rate of interest for any period of time
is determined by Connecticut General and may be changed from time to
time. Any such change will be declared in advance and will become
effective as of the first day of the month immediately following the
date the notice is given. However, no further contributions can be
made to this fund.
The Fidelity U.S. Equity Index Portfolio primarily invests in the
common stocks of the companies that make up the S&P 500 Index. Assets
are valued at market prices quoted on the New York Stock Exchange
("NYSE").
Assets in the UAL Stock Fund are invested in UAL Corporation common
stock and are valued at market prices quoted on the NYSE. Participants
may invest in the UAL Stock Fund through direct salary deferrals.
The Blended Income Fund includes investment contracts purchased by
Fidelity from approved institutions that meet its stringent credit
standards at the time of purchase. The fund may also include other
high quality, income-oriented investments. The contracts held by the
Blended Income Fund are fully benefit responsive, and accordingly,
have been included in the financial statements at contract value.
There are no reserves against contract value for credit risk of the
contract issuers or otherwise. The fair values of the investment
contracts at November 30, 1999 and 1998 were $54,146 and $48,656 (in
thousands), respectively. The average yield for the years ending
November 30, 1999 and 1998 was approximately 6.2%. The crediting
interest rates as of November 30, 1999 and 1998 were approximately 5.9%
and 5.7%, respectively. At November 20, 1999 and 1998, the contract
value of the investment contracts approximated the fair value.
The remaining investment options are public mutual funds traded on the
NYSE. Portfolio securities and other assets are valued primarily on
the basis of market quotations or, if quotations are not readily
available, by a method which each fund's Board of Trustees believes
accurately reflects fair value. Foreign securities are valued based
on quotations from the primary market in which they are traded and are
translated from the local currency into U.S. dollars using current
exchange rates.
The Fidelity Magellan Fund invests primarily in securities of
domestic, foreign, and multinational issuers in the form of common
stocks, securities convertible into common stocks, and, occasionally,
debt securities.
The Fidelity Equity-Income Fund invests primarily in income-producing
equity securities, both domestic and foreign. It seeks to achieve
income greater than that of the S&P 500.
The Fidelity Growth Company Fund invests in common stocks, securities
convertible into common stocks, and, occasionally, debt obligations
from companies viewed as having unusual opportunities to grow.
The Fidelity Government Securities Fund invests primarily in fully
guaranteed U.S. government bonds. The average maturity is
approximately two to five years.
The Fidelity OTC Portfolio primarily invests in stocks traded in the
"over-the counter" market, which involves the investing in securities
of smaller, lesser-known companies.
The Fidelity Overseas Fund normally invests at least 65% of its total
assets in common stock, securities convertible to common stock and
debt instruments of foreign businesses and governments. Fidelity
Investments expects to invest most of the assets in developed
countries in the following general geographic areas: the Americas
(other than the United States), the Far East and Pacific Basin, and
Western Europe.
The Fidelity Balanced Fund maintains a balance of high-yielding
securities, including foreign and domestic stocks and bonds. At least
25% of the assets are invested in fixed-income senior securities. All
bonds in the Fund's portfolio are rated BBB or better by Standard &
Poor's Corporation, or Baa or better by Moody's Investors Service,
Inc.
The Fidelity Asset Manager invests in stocks, bonds and short-term
instruments in both domestic and foreign markets to achieve high total
returns in the long run. The allocation between these three types of
investments is generally 40%, 40%, and 20%, respectively, however it
may vary between the following ranges: stocks - 10% to 60%; bonds -
20% to 60%; and short-term instruments - 0% to 70%.
The Fidelity Asset Manager Growth: invests in stocks, bonds and short-
term instruments in both domestic and foreign markets to achieve long
term maximum total investment return. The allocation between these
three types of investments is generally 65%, 30%, and 5%,
respectively, however it may vary between the following ranges: stocks
- 0% to 100%; bonds - 0% to 100%; and short-term instruments - 0% to
100%.
The Fidelity Asset Manager Income: invests in stocks, bonds and short-
term instruments in both domestic and foreign markets to achieve a
high level of current income, and capital appreciation. The
allocation between these three types of investments is generally 20%,
30%, and 50%, respectively, however it may vary between the following
ranges: stocks - 0% to 35%; bonds - 20% to 45%; and short-term
instruments - 20% to 80%.
The Fidelity Money Market Trust Retirement Money Market Portfolio:
invests in high quality, low risk domestic and foreign money market
instruments, primarily short-term instruments with maturities of three
months or less.
The Fidelity U.S. Bond Index Portfolio primarily invests in securities
included in the Lehman Brothers Aggregate Bond Index in order to
achieve comparable investment results.
Fidelity is authorized to engage in the lending of certain Plan
assets. Securities lending is an investment management enhancement
that utilizes the existing securities of the Funds to earn additional
income. It involves the loan of securities to various approved
brokers. In return for loaned securities, Fidelity receives
collateral in the form of cash and U.S. government securities as a
safeguard against possible default of any borrower on return of the
loan. Each loan is collateralized to the extent of 100 percent of the
market value of securities on loan. The collateral is marked-to-
market on a daily basis to maintain the margin requirement.
e. Withdrawals
____________
Withdrawals from the Plan may be made as follows, as applicable to the
participant's eligibility, amount requested, and existing balances:
Participants who have separated from service (for reasons other than
death) may elect payment in the form of a lump sum, periodic
distributions, irregular partial distributions, or through the
purchase of an annuity. Distributions may also be directly rolled
over into an IRA or qualified plan.
Withdrawals of balances attributable to the United Air Lines, Inc.
Flight Attendant Employees' Savings Plan or "the Prior Plan" are
normally made in the form of a single life annuity, if the
participant is unmarried, or a 50% contingent annuity with the
spouseas the contingent annuitant, if the participant is married.
Spousal consent is required if the participant elects to take a
distribution in the form of a lump sum payment, periodic
distributions, or other forms of annuities. Withdrawals of balances
from the 401(k) account may be made in the form of a lump sum,
periodic distributions, irregular partial distributions, or through
the purchase of an annuity other than a life annuity. Spousal
consent is not required for distribution of 401(k) balances.
Participants who have terminated employment are able to defer the
distribution of balances attributable to "the Prior Plan" and the
401(k) account until April 1 of the next calendar year after
reaching age 70-1/2.
Distributions of accounts due to the death of a participant may be
taken by the participant's beneficiary in the form of a lump sum
payment or through the purchase of an annuity, subject to the
limitations of Internal Revenue Code 401(a)(9). The participant's
surviving spouse, if any, is automatically the beneficiary of the
account, unless the spouse waives this right.
In-service withdrawals for participants who are actively employed or
are absent due to reasons of illness, or approved leave of absence
who maintain an employer-employee relationship with United Air
Lines, Inc. are permitted as follows in lump sum form only:
- Discretionary withdrawals of post-tax contributions and earnings
- Hardship withdrawals from 401(k) account, subject to restrictions
described in the Plan
- After reaching age 59-1/2, subject to certain requirements
specified in the Plan, all or a portion of the participant's
401(k) account may be withdrawn
- Upon reaching age 70-1/2, minimum distributions required under
Internal Revenue Code
401(a)(9) must be taken no later than April 1 following the
calendar year that the participant has reached age 70-1/2.
Effective January 1, 1997, active participants that have
reached age 70-1/2 may choose to defer distribution.
If a participant's account has never exceeded $3,500, total
distribution of the account will be made in a lump sum payment upon
termination of employment or death.
Generally, withdrawals are allocated pro-rata to the balances of
each of the investment funds in the participant's account.
Distributions from UAL Stock Fund, may be made in cash, or in whole
shares of UAL Corporation common stock, with fractional shares
distributed in cash. Certain restrictions on withdrawals may apply
for participants domiciled in, or residents of, non-U.S. locations.
f. Plan Termination Provisions
___________________________
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions
of ERISA. If the Plan is terminated, all amounts credited to a
participant's account at the time of termination shall be retained
in the Trust and will be distributed in accordance with the
normal distribution rules of the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
_______________________________
a. Basis of Accounting
___________________
The financial statements are presented on the accrual basis.
b. Investments
___________
Assets of United's 401(k) Plans Master Trust are owned by all
participating United plans consisting of the Management & Salaried
Employees' 401(k) Retirement Savings Plan, Ground Employees' 401(k)
Retirement Savings Plan, and the Flight Attendant Employees' 401(k)
Retirement Savings Plan.
Allocations of the net assets, at market value, of the Master Trust to
participating plans as of November 30, 1999 and 1998, are as follows:
(in thousands) 1999 1998
_______________ _________________
Amount Percent Amount Percent
_______ _______ _______ _______
Management and Salaried Employees'
401(k) Retirement Savings Plan $1,233,979 39.24% $993,424 39.83%
Ground Employees'
401(k) Retirement Savings Plan 853,918 27.15% 704,952 28.27%
Flight Attendant Employees'
401(k) Retirement Savings Plan 1,057,121 33.61% 795,542 31.90%
__________ _______ __________ _______
$3,145,018 100.00% $2,493,918 100.00%
__________ _______ __________ _______
__________ _______ __________ _______
c. Net Appreciation (Depreciation) in Value of Investments
________________________________________________________
Net appreciation (depreciation) in value of investments includes
realized and unrealized gains and losses. Realized and unrealized
gains and losses are calculated as the difference between fair value at
December 1, or date of purchase if subsequent to December 1, and fair
value at date of sale or the current year-end. The unrealized gain or
loss on investments represents the Plan's allocable share of the
difference between fair value at December 1, or date of purchase, and
the fair value at the date of sale or the current year-end plus, where
applicable, the change in the exchange rate between the U.S. dollar and
the foreign currency in which the assets are denominated from December
1, or the date of purchase, to the date of sale or the current
year-end.
d. Plan Expenses
______________
Administrative expenses represent administrative and investment manager
fees charged by Fidelity,accountant fees, recordkeeping fees charged by
Fidelity Institutional Retirement Services Co. and some administrative
fees charged by United. Brokerage and other investment fees are
included in the cost of the related security. United performs certain
reporting and supervisory functions for the Plan without charge.
e. Transfers between Plans
_______________________
Transfers between plans reflects the change in employee coverage and
transfer of any related balances between this Plan and other defined
contribution plans sponsored by United, including the United Air Lines,
Inc. Ground Employees' 401(k) Retirement Savings Plan and the United
Air Lines, Inc. Management and Salaried Employees' 401(k) Retirement
Savings Plan.
f. Participant Loans
__________________
Effective April 1, 1998, participants may borrow up to fifty percent of
their account balance, not to exceed $50,000. The minimum that may be
borrowed is $1,000. Loans are charged against each investment fund in
the ratio of the value of the employee's interest in each fund to the
total value of the employee's interest in all funds and are held in the
Loan Fund. The loan is repaid through payroll deductions on an after-
tax basis for the term of the loan, which is a minimum of six months to
a maximum of sixty months and is subject to a reasonable rate of
interest (9.5% as of December 31, 1999). The amount paid is reinvested
in the participant's account based on the investment allocations at the
time of repayment. Prepayment of the full balance of the loan is
allowed after six months from the date of the loan without penalty.
Participants are able to take out another loan after twelve months from
the date the old loan is retired. Upon the employee's termination of
employment, a loan not paid in full within 60 days becomes a taxable
distribution. Loans in default may be declared due and payable in full
immediately, and the Plan administrator may charge the participant's
account balances at any time thereafter for the amount of the default.
An administrative fee of $90 is charged to each participant taking a
loan and is automatically deducted from the participant's account.
g. Use of Estimates
________________
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets
available for plan benefits and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets available for plan benefits during
the reporting period. Actual results could differ from those
estimates.
3. TAX STATUS
__________
The Internal Revenue Service has determined and informed the Company by
letter dated August 23, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel believe
that the Plan is designed and is currently being operated in compliance
with the applicable provisions of the IRC.
Signature
_________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
United Air Lines, Inc. Pension and Welfare Plans Administration Committee has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
United Air Lines, Inc.
Flight Attendant Employees'
401(k) Retirement Savings Plan
Dated May 30, 2000 By /s/ Frederic F. Brace
_____________________
Frederic F. Brace
Member, United Air
Lines, Inc. Pension
and Welfare Plans
Administration Committee
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K for the
year ended November 30, 1999, into UAL's previously filed Form S-8
and Post Effective Amendment No. 1 to Form S-8 Registration
Statement (File No. 33-44553), Form S-8 Registration Statement
(File No. 33-62749), Form S-8 Registration Statement (File No. 333-
52249), and Form S-8 Registration Statement (File No. 333-63179)
for the United Air Lines, Inc. Flight Attendant Employees' 401(k)
Retirement Savings Plan.
Arthur Andersen LLP
Chicago, Illinois
May 30, 2000