UAL Corp. Announces IRS Ruling That Will Enable Sale of Stock by ESOP While Preserving Net Operating Loss Tax Benefits
March 04, 2003

CHICAGO, March 4, 2003 - UAL Corp. (NYSE: UAL), the parent company of United Airlines, today announced that the company has received a private letter ruling from the U.S. Internal Revenue Service (IRS) that permits State Street Bank & Trust, the independent fiduciary of the UAL Employee Stock Ownership Plan (ESOP), to sell an additional 3.9 million shares of UAL stock held by the ESOP without jeopardizing tax benefits related to UAL’s net operating losses (NOL). The IRS ruled that certain sales of stock by the 401(k) plans managed by Fidelity Management Trust Company and by a mutual fund that had previously held a large amount of UAL stock did not need to be included in the calculation of an ownership change for the purposes of preserving the NOL. Preserving the NOL should generate substantial tax benefits following UAL’s emergence from Chapter 11 protection. After State Street has sold the additional 3.9 million shares, the UAL ESOP will still hold stock convertible into approximately 16 million UAL common shares.

Remaining in effect is the order issued by the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division in Chicago, preventing certain parties from buying or selling UAL common stock or purchasing debt claims against UAL. Those restrictions are necessary in order to avoid triggering certain change in control consequences that would severely limit the company’s NOL. The parties affected by the order include holders of more than 4.8 million shares of common stock on an as-converted basis and holders of claims of $200 million or more against UAL companies.

The company noted that further sales of UAL stock by State Street may lower employee ownership in company benefit plans below 20 percent, triggering "Sunset" provisions (as described in the company's most recent Form 10-Q) that affect UAL’s corporate governance structure. Depending on the amount and timing of share sales by State Street, the "Sunset" changes could occur in the next few weeks. The changes provided by the "Sunset" provisions include:

  • Elimination of special Board, Board committee and shareholder votes, such as for acquisitions, divestitures and CEO appointments, among others;
  • Elimination of the 55% shareholder voting power of the ESOP;
  • Board discretion to change its committee structure and membership; and
  • Possible changes in Board members, other than those representing the Air Line Pilots’ Association (ALPA), International Association of Machinists and Aerospace Workers (IAM) and salaried and management employees. Decisions regarding potential Board nominees would be made by the Board’s outside public directors nominating committee.

United Airlines was rated number one in on-time performance for 2002. News releases and other information about United Airlines can be found at the company’s website, www.united.com.

·Safe Harbor Language: Certain of the information contained in this press statement should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect UAL’s current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of UAL and its subsidiaries (the "companies") that may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the companies’ ability to continue as going concerns; the companies’ ability to operate pursuant to the terms of the debtor-in-possession facility; the companies’ ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the companies’ ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the companies to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the companies’ ability to achieve necessary reductions in labor costs; the companies’ ability to obtain and maintain normal terms with vendors and service providers; the companies’ ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on the companies’ liquidity or results of operations; the costs and availability of financing; the companies’ ability to execute their business plan; the companies’ ability to attract, motivate and/or retain key executives and associates; the companies’ ability to attract and retain customers; demand for transportation in the markets in which the companies operate; general economic conditions; the effects of any hostilities or act of war (in the Middle East or elsewhere) or any terrorist attack; the ability of other air carriers with whom the companies have alliances or partnerships to provide the services contemplated by the respective arrangements; the costs and availability of aircraft insurance; the costs of aviation fuel; the costs associated with existing or future security measures and practices; competitive pressures on pricing (particularly from lower-cost competitors); government legislation and regulation; consumer perceptions of the companies’ products; weather conditions; and other risks and uncertainties set forth from time to time in UAL’s reports to the United States Securities and Exchange Commission.

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