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He has no doubt that "we will succeed without the ATSB's help."

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Source: Glenn Tilton

Date: Jul 27, 2004

Hi, it's Glenn and I'm calling from headquarters.

In our last two calls, Pete McDonald, John Tague and I have talked about the additional cost-reduction and revenue-generating initiatives that we have undertaken in the company to attract exit financing and ensure that United is a strong and viable competitor for the future.

As we've said many times, we've built a solid foundation upon which to improve. And the financial markets are recognizing our good work, but we know – and we've consistently said on the call – that there's more to do.

Last Friday, as you know, our lenders agreed to extend our debtor-in-possession, or DIP, financing through June 30 of next year, and they also agreed to expand the loan by an additional 500 million dollars.

This vote of confidence from the banks reinforces what the ATSB told us last month when they denied our loan guarantee application for the final time. Let me quote directly from their letter: “The Board noted the positive steps that the company has taken ‘since entering bankruptcy in 2002 to lower its costs, strengthen its competitive position, and improve its governance structure.'”

To continue the quote, given the recent improvement in airline credit markets, “'the likelihood of United succeeding without a loan guarantee'” has increased.

I have no doubt that we will succeed without the ATSB's help. And the extension of our DIP loan will provide us with the additional time that we need to complete our restructuring systematically and thoroughly.

That said, as we told the Bankruptcy Court on Friday, however, the absence of a federal loan guarantee significantly raises the bar for United. Our long-term business plan must have cash flow and liquidity levels that the capital markets are willing to finance. And among our biggest costs are our pension funding obligations.

As we told you on Friday, we do not expect to make any additional pension contributions before we exit Chapter 11. While I know this announcement has understandably created significant anxiety, the decision in and of itself does not affect current benefits being paid under the plans. And it is essential that we use these DIP funds to preserve our liquidity and preserve our flexibility as we enter the slower fall and winter travel seasons.

A tremendous amount of work and analysis needs to be completed before any decisions can be taken regarding the plans. Any possible changes will be discussed thoroughly and openly with our union leadership and all of our other stakeholders, and those meetings are now being arranged.

The issue is whether or not the company can attract exit financing with our current defined benefit pension plans still in place. At the end of the day, we must present the financial markets with a business plan that attracts the capital that this company needs, and that makes us resilient and competitive into the future.

It's important to realize that 'competitive' is not limited to revenue and costs; importantly, it also means having a motivated workforce with market-competitive compensation and retirement plans. We also need to continue managing the business on a daily basis in a way that demonstrates that we are – and are going to remain – competitive in the marketplace.

This Thursday, we will announce our quarterly financial results, and we'll show once again that our revenue and cost competitiveness continue to improve. And meanwhile, we continue to add to our international and to our domestic route structure. Later this year, for example, as we have already announced, we'll become the first U.S. carrier in thirty years to provide direct service from the United States to Vietnam.

We will also be launching daily non-stop flights from Chicago to Shanghai and today, we announced new non-stop service, roundtrip, from Chicago to Maui to Kona, Hawaii, and back to Chicago.

And while our financial restructuring may continue to take center stage in the media, our performance in the marketplace is ultimately that which will define us as a company. Your hard work, your dedication to the customer – despite all of the distractions over these many months - defines us today as a competitor that is going to be here to stay.

That's all for now. I'll be talking to you again very soon. Until then, keep your heads up and stay United.

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