2008 Special Distribution Q&A


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2008 Special Distribution Q&A

  1. 1. 2008 Special Distribution Q&A How much is the special distribution? The distribution is $2.15 per share. If you own 100 shares, you will receive $215. When will I receive it? The special distribution will be made on January 23, 2008 to all shareholders of record as of January 9, 2008. Depending on where you hold the shares, you may not receive the funds on the payment date (January 23), since it may take a few days for the money to get to your specific brokerage account. If you own shares in a brokerage account at a brokerage firm, the distribution will be paid to the firm and the firm will distribute it to you according to your instructions. If you own shares directly in your own name (not through a brokerage firm), you will receive the distribution payment directly from our transfer agent, Computershare Investor Services. Computershare will mail a distribution check to your address of record as of January 9, 2008. The checks will be mailed via first class mail on January 23, 2008. Please allow 3 to 5 days for delivery. Why is UAL calling this a distribution? Isn’t this a dividend? Dividends are distributions that are made out of a company’s accumulated or current year profits as determined under the tax law. Any portion of the distribution that exceeds the company’s accumulated or current year’s tax profits, will not be taxed as a dividend. Because UAL currently does not know whether it will have sufficient tax profits in 2008 for any or all of the distribution to be considered a dividend, we used the term distribution rather than dividend. We will inform shareholders how the distribution will be treated for tax purposes in January 2009. If it isn’t a dividend, then what is it? Under the tax law, any portion of a distribution that exceeds the company’s tax profits is first considered a return of capital and reduces the tax basis (but not below zero) of your UAUA stock. In the unlikely event that the amount of the distribution exceeds your tax basis, the remainder would be taxed as a capital gain. How will I be taxed on this distribution? This will not be a taxable event for employees and others who own shares through a 401(k) plan or the Pilot Directed Account Plan (PDAP). For people who own shares outside of these or comparable tax deferred accounts, depending on the company’s financial performance in 2008 and your own tax circumstances, you will likely be taxed. However, the company will not know exactly how the distribution will be characterized for tax purposes until January 2009. Holders of UAUA stock who received the special distribution should speak to their tax advisor to determine the tax consequences of such distributions. When and how will shareholders be notified of the tax treatment? Tax laws require that the tax characterization of your distribution be reported to you on form 1099-DIV no later than January 31, 2009 (The 1099-DIV may come from your broker or mutual fund or directly from UAL). How should shareholders treat the special distribution for the purpose of estimated tax payments? Because everyone’s tax situation is different, we recommend that you talk to your tax advisor about how to treat the distribution for purposes of making estimated tax payments.
  2. 2. Will my distribution be subject to withholding taxes? Foreign Investors: The dividend portion will be subject to a 30% U.S. withholding tax under Code §§ 1441 and 1442 unless the rate is reduced or eliminated by an income tax-treaty between the U.S. and the respective country. All Others: Generally, distributions are not subject to withholding taxes. An exception applies for shareholders who are subject to the backup withholding system. Backup withholding applies to all reportable payments in excess of $10 in any of the following situations: • The payee fails to furnish their Taxpayer Identification Number (TIN) to the payor in the manner required; • The Secretary notifies the payor that the TIN furnished by the payee is incorrect (would not normally happen until after the filing of the first 1099-DIV); • There has been a notified payee underreporting for dividends and interest (involves the Secretary determining there has been a payee underreporting, the Secretary mailing at least 4 notices to the payee and, in the case where the payee has actually filed a tax return, a deficiency of tax attributable to such underreporting has been assessed). The Secretary may then notify payors of interest and dividends to withhold. • Payee fails to certify that they are not subject to withholding for new accounts and instruments. This is generally where someone opens a new account at a brokerage and fails to provide a good TIN and the broker notifies us of this fact. I held shares of UAUA as of the record date of January 9, 2008, but have not received the distribution. Who do I contact to ensure that I receive the distribution? If you hold shares through your brokerage or investment account, please contact your broker to ascertain why you have not received the distribution. If you hold your UAUA shares directly i.e. the shares are directly registered in your name and not in the name of your broker, please contact our transfer agent Computershare Investor Services at (800) 919-7931 or www.computershare.com. If you are a United PDAP participant, please call the PDAP Service Center at (866) 687-7327. If you are a participant in one of United’s employee 401(k) plans at Fidelity, please call Fidelity Investments at (800) 245-9034. Are holders of convertible instruments issued by UAL entitled to receive the special distribution? No. Holders of the company’s two convertible bonds – the 4.5% Labor Notes (CUSIP: 902549AH7) and the 5% O’Hare Notes (CUSIP:902549AE4) will not receive a direct distribution but have a mandatory adjustment to the conversion rate in the event of a cash distribution to all or substantially all holders of common stock. Section 12.5(d) of the indentures for the two bonds provide the following formula to determine the new conversion rate: Adjusted = Original x SP Conversion Rate Conversion Rate SP - C i. SP = average of last reported sales prices of the common stock for the 10 consecutive trading days prior to the business day immediately preceding the record date for the distribution ($33.99 for the period December 21 to January 7) ii. C = amount of the per share cash distribution ($2.15)
  3. 3. Based on the above formula, the company has determined that the new conversion rate and conversion price for the two convertible securities will be as follows: Security Conversion Rate Conversion Price 4.5% Labor Notes 30.6419 $32.64 5% O’Hare Notes 22.7813 $43.90 Holders of the company’s 2% Convertible Preferred Stock (CUSIP: 902549880) are not entitled to an adjustment in the conversion price for the preferred stock as certain trigger events have not occurred. I held shares of UAL before February 1, 2006. Will I receive the distribution? No. Pursuant to United's POR, old UAL common stock and preferred stock, including the company's shares that used to trade over the counter under the symbol UALAQ.OB, and the Trust Originated Preferred Securities were canceled as of February 1, 2006. No distribution was or will be made to holders of those securities and the canceled securities have no value.