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Discusses termination of United's Employee Stock Ownership Plan.

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Source: Glenn Tilton

Date: Jul 03, 2003

Hi, this is Glenn, and it's Thursday, July 3rd, the day before Independence Day.

I want to start today's call by speaking to you about today's announcement of the termination of United's Employee Stock Ownership Plan, which our Creditors' Committee has approved today.

For some time now, we've been working hard to devise a means for plan participants to have access to their ESOP shares -- to hold them or to dispose of them as they so choose. This has not been a simple objective for the company to achieve.

As you will remember from previous NewsReal articles, we have been working with the Internal Revenue Service on a regulation, that would provide this access while preserving important tax benefits from previous Net Operating Losses, or as they are referred to, NOLs.

These tax benefits are assets worth hundreds of millions of dollars to the company, and the company could ill afford to lose them.

The IRS issued this regulation in the past few days, and, as a result, we have gone forward and terminated the plan. And we are moving forward quickly with an easy process for you to take a distribution of your ESOP stock.

I understand that this is a very difficult moment for many. This is far from what we had hoped and expected when the ESOP was launched. And I also am deeply mindful that, for you, this has been a very real financial consequence.

It is a very hard reminder of the sometimes-harsh realities that result from bankruptcy, both for us as individuals and for our company.

As difficult as the issue is, however, we have to keep moving forward. It's as important as ever that all of us -- the board, the management and all employees -- continue working together to make United a viable, competitive airline again so that we can all benefit.

There is no question that the decisive actions that we've taken over the past several months, together with strong operational performance, are making a noticeable, significant impact. Our financial results for the month of May demonstrate that we're on the right path forward.

Clearly, however, the revenue environment remains challenging. And, there's still much work to be done as we focus on finalizing our business plan and on beginning the exit financing process.

So that we are all on the same page, I want to clarify for you a few things about what United needs to accomplish prior to exit.

First, working with the board of directors, the DIP lenders and the creditors, we are fine-tuning the existing business plan. And this, of course, will be the foundation for exit.

Second, with regard to exit timing, we are balancing a range of very complex factors. As I've said before on this call, United will exit when we are certain that we have done all of the hard work necessary to emerge from bankruptcy and be successful.

Third, we need to continue to meet the debtor-in-possession -- or DIP -- covenants set down by our current lenders in Chapter 11.

And four, our DIP financing is only valid while we are in Chapter 11, and that's an important thing to remember. In order to exit, we must secure new funds to replace the DIP financing and to provide the company with the additional liquidity we will need to run the business going forward. As I've also said before, we are currently talking with potential sources of exit financing, and we have every intention of continuing these discussions.

And, when we secure that financing, we will develop our plan of reorganization, and we will submit that plan to the court, which begins the formal stage of the exit process. Creditor and court approvals can take months.

I hope that gives you a better idea of the process and its complexity.

In order to make the process work and to gain the support of the various constituents, including the exit lenders, we need to present them with a compelling business case. They'll be looking for a few key things in deciding whether we pass the test:

Number 1 - A solid, achievable business plan based on sound business assumptions and fundamentals together with realistic projections, including future revenue forecasting, industry forecasts, both for revenue and for margins, and cost and cash-flow targets;

Another important thing they'll be looking for is a good capital structure, which means that we have a manageable amount of debt and other financial obligations.

Three, their goal in all of this is to understand how -- and how quickly -- we, United, get to positive cash flow. We must prove our ability to generate positive cash.

Our final business plan will address all of these issues.

We have a significant amount of work to do in every area of our business, and it is only through focus, discipline, commitment and energy that we're going to accomplish these goals.

But I don't have any doubt that you are up to the task. We continue to demonstrate this through excellent operational performance every day, and this month of June has been no exception.

As always, I'll talk to you again soon. In the meantime, for all of you in the United States, have a wonderful Fourth of July -- our Independence Day. And for all of our employees everywhere, stay united.

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