Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333-142297
PROSPECTUS
SUPPLEMENT NO. 5
TO PROSPECTUS DATED APRIL 23, 2007
UAL
CORPORATION
$726,000,000
4.50%
SENIOR LIMITED-SUBORDINATION CONVERTIBLE NOTES DUE 2021,
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTES OR IN PAYMENT OF ACCRUED INTEREST ON THE NOTES
AND RELATED GUARANTEE BY UNITED AIR LINES, INC.
This prospectus supplement No. 5 supplements the prospectus
dated April 23, 2007 (including any amendments or
supplements thereto, the “prospectus”) relating to the
resale by selling securityholders of up to $726,000,000
aggregate principal amount of 4.50% Senior
Limited-Subordination Convertible Notes due 2021 (the
“notes”) and the shares of common stock of UAL
Corporation (“UAL”) issuable upon conversion of the
notes or in payment of accrued interest on the notes. The notes
are guaranteed on an unsecured basis by United Air Lines, Inc.,
a wholly-owned subsidiary of UAL.
This prospectus supplement should be read in conjunction with
the prospectus, which is to be delivered with this prospectus
supplement, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the
information contained in the prospectus. This prospectus
supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus.
Investing in the notes and UAL common stock involves risks.
See “Risk Factors” beginning on page 7 of the
prospectus dated April 23, 2007.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The information appearing under the heading of the prospectus
entitled “Selling Securityholders” sets forth
information with respect to the selling securityholders and the
respective amounts of notes beneficially owned by each selling
securityholder that may be offered pursuant to the prospectus.
The information set forth below supplements the information
previously listed in the prospectus and the prospectus is hereby
supplemented by the addition or substitution, as applicable, of
the following:
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Principal Amount of
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Shares of UAL
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Notes Beneficially
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Percentage of
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Shares of UAL
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Common Stock
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Owned and Offered
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Notes
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Common Stock
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Beneficially Owned
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Selling Securityholder
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Hereby(a)
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Outstanding
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Offered
Hereby(b)
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After the
Offering(c)
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Centennier Fund Limited
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$
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2,500,000
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*
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71,758
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—
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Deutsche Bank Securities Inc.
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1,150,000
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*
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33,009
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—
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Marathon Global Convertible Master Fund, Ltd.
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3,000,000
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*
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86,110
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—
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Total
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$
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6,650,000
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*
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190,877
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—
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*
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Less than 1%.
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(a)
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Information concerning the selling
securityholders may change from time to time. Any such changed
information will be set forth in prospectus supplements or
amendments from time to time, if required.
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(b)
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Assumes conversion of all of the
selling securityholder’s notes at a conversion rate of
28.7035 shares of UAL common stock per $1,000 principal
amount of the notes and a cash payment in lieu of any fractional
shares. This conversion rate is subject to adjustment as
described under “Description of the Notes —
Conversion Rights” in the prospectus. Accordingly, the
number of shares of UAL common stock may increase or decrease
from time to time. Fractional shares will not be issued upon
conversion of the notes.
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(c)
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Reflects the number of shares of
UAL common stock beneficially owned prior to the offering
(excluding shares of common stock issuable upon conversion of
the notes).
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The date of this prospectus supplement is October 15,
2007.