UAL Corp. Says "Sunset" Provisions of ESOP are Triggered
March 07, 2003

For Immediate Release

CHICAGO, March 7, 2003 - UAL Corp. (NYSE: UAL), the parent company of United Airlines, today announced that sales of company stock by the company’s employee benefit plans have lowered employee ownership in those plans below 20 percent, thereby triggering the "Sunset" provisions contained in the company’s certificate of incorporation (as described in the company's most recent quarterly report on Form 10-Q) that affect UAL’s corporate governance structure. The changes that have occurred due to "Sunset" 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 Employee Stock Ownership Plan (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 director nomination committee.

UAL Corp. reaffirmed that the triggering of "Sunset" does not jeopardize tax benefits related to UAL’s net operating losses (NOL). Preserving the NOL should generate substantial tax benefits following UAL’s emergence from Chapter 11 protection.

News releases and other information about United Airlines can be found at the company’s website, www.united.com.

Safe Harbor Language: Certain information contained in this press release should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect UAL Corporation's current views and assumptions 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 and uncertainties relating to the operations and business environments of UAL Corporation and its subsidiaries (collectively, the "company") that may cause the actual results of the company to be materially different from any future results expressed or implied in such forward-looking statements. Such factors include, but are not limited to, the following: the company's ability to continue as a going concern; the company's ability to operate pursuant to the terms of its debtor-in-possession facility; the company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the company's 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 company 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 company's ability to achieve necessary reductions in labor costs; the company's ability to obtain and maintain normal terms with vendors and service providers; the company's ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on the company's liquidity or results of operations; the costs and availability of financing; the company's ability to execute its business plan; the company's ability to attract, motivate and/or retain key employees; the company's ability to attract and retain customers; demand for transportation in the markets in which the company operates; 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 company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; 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 company's products; weather conditions; and other risks and uncertainties set forth from time to time in UAL Corporation's reports to the United States Securities and Exchange Commission. Consequently, the forward-looking statements should not be regarded as representations or warranties by the company that such matters will be realized. The company disclaims any intent or obligation to update or alter any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

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