Hi it's Glenn, it's Friday, January 23rd, and I'm calling from Chicago.

I talked in the last call about the tremendous progress that United has made in 2003, and I also talked about the hard work, and the changes across the organization and the tough decisions that have gotten us here. The events of this week are good examples of the challenges and the opportunities that we face every day, and we're going to face every day in the future, as we continue to build a strong foundation for United.

I want to frame the major developments since my last call by focusing on our competitors and on our customers. Our customers, our passengers, are beginning to travel again -- our load factors have been consistently high, and that, of course, is positive. But, then, so have our competitors' been. In today's market environment, the competition for passengers has become much more intense. All of our competitors, and United, are looking for ways to hold or to capture more market share, and low-cost carriers have accelerated their growth and improved their product quality and their product offerings dramatically. As they do, network carriers have their work cut out for them to ensure that yields are where they must be, particularly in the United States.

At the same time, there is opportunity for us, particularly on international routes. Companies are more willing to pay premium fares for the convenience and the importance of these routes. The industry's December yields confirm that that's so. This is the strategy context and the competitive context in which we are operating. To be competitive, we're going to have to be creative, we're going to have to do even better work, and we're going to have to make our own opportunities. And, we're going to have to be strategic about where and how we choose, as United, to compete.

The decision that we announced today to launch three major new international routes from our hubs and to pull down two routes from a spoke city is a decision made against this very background, and it's based on good work and quality analysis. We're concentrating our assets and resources in markets where we can compete more effectively. By focusing our international flying from our hubs, we more effectively leverage the strength of our global network and our strong market presence in key hub cities to provide more choice and better connectivity for our customers. And we're going to eliminate two consistently unprofitable routes: Miami-Sao Paulo and Miami-Buenos Aires.

We're deeply sensitive to the impact that this is going to have on our Miami operation and our Miami-based, Buenos Aires and Sao Paulo employees. Very difficult. But, a necessary step, one that will provide our customers better access to our global network and one that is sensible for our business in the environment that I have just described.

Another example -- a decision geared to help ensure that United is competitive and United is financially resilient: we are moving forward with an expansion plan for an improved United Express facility in Dulles, which the Metropolitan Washington Airports Authority and United Airlines approved together and announced together yesterday. Construction of the facility is expected to begin within a week and it will provide United and United Express customers with better access, more convenient connections and an improved travel experience overall. While we have made no decision with regard to our contract with Atlantic Coast Airlines, it really is only prudent to begin construction on the facilities that we may, in fact, need.

Let me turn to another development and another example. All of us know there have been increased delays at O'Hare since October. They've had a negative ripple effect through the system -- a direct result of increased competition for passengers as they begin to fly again through O'Hare. The delays were unacceptable. We worked with the Federal Aviation Administration to reach an agreement to resolve the congestion.

As a result, United and American will reduce operations at O'Hare by 5 percent during afternoon peak hours. This will result in the elimination of some flights and the redistribution of others. But it will also provide our customers at O'Hare with a level of service and reliability and dependability that they deserve.

The company's approach in this situation reflects the way that United operates today: identify the issues, think creatively about how to resolve them, and move forward with the decision that's right for us -- even if it is a difficult one.

Last Wednesday, we made another difficult decision when we announced that it would be necessary to seek modifications to retiree medical benefits. The reality is that it's one of many steps we must take to ensure that United has the financial resilience and the stability that will enable us both to weather future challenges and, importantly, to continue providing these benefits long into the future. Importantly, doing this will bring the medical benefits provided to current retirees more in line with those available to future retirees and to those offered by other large U.S. corporations. It's simply part of what we need to do to lay a sound financial foundation for United, and one that will enable us to obtain exit financing and help us exit Chapter 11 as a sustainable, viable and competitive enterprise.

That, emerging from Chapter 11 successfully remains our common goal, and all of you are making valuable contributions on many levels across the company to strengthening this company's competitiveness. In fact, I want to congratulate you on the hard work that enabled United to achieve one of the best full-year operating performances in this company's history. We recorded our best performance in departure on-time zero ever this year. And, we had our second-best year ever both for departure completion and arrivals on-time within 14 minutes. And finally, we met our overall 2003 goal for customer definite intent to repurchase, posting the second highest on record since we began to track repurchase intent in 1996 -- and we had our highest rating ever for international operations.

Your company has come a long way. We need to continue to refine our business, because that's what a good company that understands the fundamentals of competing successfully does, and we need to continue to do even better good work. This competitive environment that I've described on the call is not going to allow us to rest on our accomplishments. We are going to have to find ways to continue to improve every day, in all facets of our business. And we should perceive that challenge to be exciting. But for now, thanks again for all of your hard work and for your success this year. Keep it up, stay focused and stay United. I'll talk with you soon.