UNITED STATES
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: February 7, 2006
(Date of earliest event reported)
UAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-6033
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36-2675207 |
| (State or other
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(Commission File
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(I.R.S. Employer |
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Number)
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Identification No.) |
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1200 East Algonquin Road, Elk Grove Township, Illinois 60007
(Address of principal executive offices)
(847) 700-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 7.01. Regulation FD Disclosure
On February 7, 2006, UAL Corporation (the “Company”) will provide information to attendees of
the JPMorgan Annual High Yield Conference 2006 in Miami, Florida. Certain information about the
Company that will be disclosed at this presentation is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Certain statements throughout the exhibit to this report are forward-looking and thus reflect
our current expectations and beliefs with respect to certain current and future events and
financial performance. Such forward-looking statements are and will be subject to many risks and
uncertainties relating to our operations and business environment that may cause actual results to
differ materially from any future results expressed or implied in such forward-looking statements.
Words such as “expect,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,”
“outlook” and similar expressions are intended to identify forward-looking statements.
Additionally, forward-looking statements include statements which do not relate solely to
historical facts, such as statements which identify uncertainties or trends, discuss the possible
future effects of current known trends or uncertainties or which indicate that the future effects
of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking
statements in this report are based upon information available to us on the date of this report. We
undertake no obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events, changed circumstances or otherwise.
Our actual results could differ materially from these forward-looking statements due to
numerous factors including, without limitation, the following: our ability to comply with the terms
of our senior secured revolving credit facility and term loan, as well as other financing
arrangements; the costs and availability of financing; our ability to execute our business plan;
our ability to utilize our net operating losses; our ability to attract, motivate and/or retain key
employees; our ability to attract and retain customers; demand for transportation in the markets in
which we operate; general economic conditions (including interest rates, foreign currency exchange
rates, crude oil prices, costs of aviation fuel and refining capacity in relevant markets); our
ability to cost-effectively hedge against increases in the price of aviation fuel; the effects of
any hostilities, act of war or terrorist attack; the ability of other air carriers with whom we
have alliances or partnerships to provide the services contemplated by the respective arrangements
with such carriers; the costs and availability of aircraft insurance; the costs associated with
security measures and practices; labor costs; competitive pressures on pricing (particularly from
lower-cost competitors) and on demand; capacity decisions of our competitors, U.S. or foreign
governmental legislation, regulation and other actions; our ability to maintain satisfactory labor
relations; any disruptions to operations due to any potential actions by our labor groups; weather
conditions; as well as other risks and uncertainties set forth from time to time in the reports we
file with United States Securities and Exchange Commission. Consequently, the forward-looking
statements should not be regarded as representations or warranties by the Company that such matters
will be realized. We disclaim any intent or obligation to update or revise any of the
forward-looking statements, whether in response to new information, unforeseen events, changed
circumstances or otherwise.
The financial projections included in the exhibit were not prepared to comply with the
guidelines for prospective financial statements published by the American Institute of Certified
Public Accountants and the rules and regulations of the United States Securities Exchange
Commission. The Company’s independent accountants have neither examined nor compiled the
accompanying financial projections and accordingly do not express an opinion or any other form of
assurance with respect to the financial projections, assume no responsibility for the financial
projections and disclaim any association with the financial projections. The Company does not
regularly publish projections of its anticipated financial position or results of operations and
does not commit to update or otherwise revise these financial projections to reflect events or
circumstances existing or arising after the date of this document or to reflect the occurrence of
unanticipated events. The financial projections are based on estimates and assumptions, including
those set forth in the preceding paragraph, that may not be realized. These estimates and
assumptions are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are outside the Company’s control. No representations can be or
are made as to whether the actual results will be within the range set forth in the financial
projections. Therefore, although the projections are necessarily presented with numerical
specificity, the actual results of operations achieved during the projection period will vary from
the projected results. These variations may be material. Accordingly, no representation can be
made or is being made with respect to the accuracy of the financial projections or the ability of
the Company to achieve the financial projections. Some assumptions inevitably will not
materialize, and events and circumstances occurring subsequent to the date on which the financial
projections were prepared may be different from those assumed, or may be unanticipated, and
therefore may affect financial results in a material and possibly adverse manner. Persons or
entities reviewing the exhibit and the financial projections must make their own determination as
to the reasonableness of the assumptions and the reliability of the financial projections.
ITEM 9.01. Financial Statements and Exhibits
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Description |
99.1
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UAL Corporation presentation delivered at the JPMorgan
Annual High Yield Conference 2006 in Miami, Florida on
February 7, 2006. |
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.
Dated: February 7, 2006
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UAL CORPORATION |
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By:
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/s/ Paul R. Lovejoy |
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Name:
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Paul R. Lovejoy |
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Title:
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Senior Vice President, General Counsel and |
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Secretary |