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UAL Corporation Reports Fourth Quarter 2008 Results

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CONTINUING AGGRESSIVE ACTIONS TO POSITION COMPANY FOR SUCCESS IN 2009

CHICAGO, Jan. 21 /PRNewswire-FirstCall/ -- UAL Corporation (Nasdaq: UAUA), the holding company whose primary subsidiary is United Airlines, reported results for the fourth quarter ended Dec. 31, 2008. The company:

    *    Reported a fourth quarter pre-tax loss of $547 million excluding
         non-cash, net mark-to-market hedge losses and certain accounting
         charges outlined in note 5 of the attached statement of consolidated
         operations.  Including these items the company reported a pre-tax
         loss of $1.3 billion.
    *    Reported basic and diluted loss per share for the fourth quarter of
         $4.22 excluding non-cash, net mark-to-market hedge losses and
         certain accounting charges. Including these items the company's loss
         per share was $9.91.
    *    Reported solid revenue performance with a 4.7 percent increase
         year-over-year in fourth quarter consolidated passenger unit revenue
         per available seat mile (PRASM), excluding Mileage Plus accounting
         impacts. Including these impacts, consolidated PRASM increased 2.1
         percent year-over-year.
    *    Held its mainline non-fuel unit costs per available seat mile (CASM)
         for the quarter, excluding certain accounting charges, to an increase
         of only 1.6 percent year-over-year, despite reducing mainline
         capacity by 11.7 percent year-over-year. Mainline CASM including fuel
         and certain accounting charges for the quarter was up 20.8 percent
         versus the fourth quarter of 2007, primarily due to the impact of
         hedge losses.
    *    Raised nearly $390 million in cash in the fourth quarter through
         various activities including aircraft financings, asset sales and
         equity issuances.
    *    Recorded its best fourth quarter on-time performance since 2004.

The company reported a pre-tax loss, excluding non-cash, net mark-to- market hedge losses and certain accounting charges, of $547 million for the quarter. This compared to an adjusted pre-tax loss of $105 million in the fourth quarter of 2007, as the recent fall in fuel prices drove losses on fuel hedges put in place earlier in the year when prices were rising to unprecedented levels. Including these items the company's fourth quarter pre- tax loss was $1.3 billion in 2008 compared to a pre-tax loss of $98 million in 2007.

Fuel prices drove the company's losses in 2008. The historic peak in prices and the impact on hedges driven by the rapid decline resulted in a $2.9 billion increase in cost compared to 2007 fuel prices.

"Last year was by any measure a challenging year - defined by unprecedented volatility and unpredictability, but for United it was also characterized by steady and durable improvements," said Glenn Tilton, United's chairman, president and CEO. "Our management team made timely decisions that resulted in fundamental improvements across our business, which will hold us in good stead in 2009."

Capacity Actions Drove Improved Passenger Unit Revenue Results

Total passenger revenue for the quarter decreased 8.7 percent year-over- year as consolidated capacity declined 10.6 percent, consolidated yield increased 2.4 percent and load factor decreased 0.3 points.

Domestic mainline PRASM for the fourth quarter, excluding Mileage Plus accounting impacts, was up 6.7 percent year-over-year, reflecting the company's capacity reduction actions. Including Mileage Plus accounting impacts, the company's domestic mainline PRASM was up 4.6 percent for the quarter.

International mainline PRASM, excluding Mileage Plus accounting impacts, was up 1.2 percent for the quarter as a result of weaker demand for international travel. Including Mileage Plus accounting impacts, the company's international PRASM declined 1.7 percent.

Regional Affiliate PRASM for the quarter, excluding Mileage Plus accounting impacts, was up 1.8 percent year-over-year. Including the Mileage Plus accounting impacts, regional affiliate PRASM declined 0.7 percent for the quarter.

Cargo revenue for the quarter decreased 19.3 percent year-over-year as a result of lower international capacity and weakening demand.



                              Passenger      Adjusted
                   4Q 2008     Revenue       PRASM(1)      PRASM      ASM(2)
                  Passenger       %             %            %          %
    Geographic     Revenue     Increase/     Increase/    Increase/  Increase/
     Area         (millions)  (Decrease)    (Decrease)   (Decrease) (Decrease)

    Domestic       $1,989      (10.5%)         6.7%        4.6%      (14.4%)
    Pacific           700      (16.4%)         0.8%       (2.1%)     (14.7%)
    Atlantic          597       (0.6%)        (0.2%)      (3.0%)       2.4%
    Latin America     127       (7.1%)         3.7%        0.8%       (7.9%)
      Total
       Mainline    $3,413      (10.1%)         4.4%        1.8%      (11.7%)

    Regional
     Affiliates       752       (1.7%)         1.8%       (0.7%)      (1.0%)

    Total
     Consolidated  $4,165       (8.7%)         4.7%        2.1%      (10.6%)

    (1) PRASM adjusted for Mileage Plus effects (See Note 5 to the attached
        statements of consolidated operations).
    (2) ASM (available seat miles)


Continued Focus on Cost Performance

Mainline CASM, excluding fuel and certain accounting charges, was up only 1.6 percent in the fourth quarter, despite an 11.7 percent decline in mainline capacity as the company took aggressive action to remove fixed as well as variable costs from the system while reducing capacity. For the full-year 2008, mainline CASM excluding fuel and certain accounting charges was up only 1.5 percent, despite a 4.2 percent decline in capacity.



                                  Fourth Quarter Increase/(Decrease)
                                 Mainline                 Consolidated
                                            %                           %
                         2008      2007    Chg.     2008      2007     Chg.

    CASM (cents)        14.97     12.39    20.8%    15.39     13.08    17.7%
    CASM excluding
     certain accounting
     charges and non-cash,
     net mark-to-market
     losses (cents)     12.91     12.41     4.0%    13.57     13.10     3.6%
    CASM excluding fuel
     and certain
     accounting charges
     (cents)             8.41      8.28     1.6%     8.87      8.72     1.7%


"Our industry continues to be challenged by a volatile fuel and revenue environment, and against that backdrop, we are delivering strong cost results even as we reduce capacity and improve quality," said John Tague, executive vice president and chief operating officer. "Our operational performance continues to improve, benefiting from reduced capacity, new runways and, most importantly, the work of our people, who are focused on running a good airline for our customers and our investors."

Lower Fuel Prices Resulted in Hedging Losses

The company recorded $370 million in cash losses on fuel hedges that settled in the quarter, as the recent fall in fuel prices drove losses on hedges put in place earlier in the year to mitigate the steep increase in prices that had occurred in the second and third quarters of 2008. In addition, the company also recorded non-cash, net mark-to-market losses on its fuel hedges of $566 million.


                                       Three Months Ending Dec. 31, 2008
                                                 (in millions)

                                    Included       Included in
                                     In Fuel      Non-Operating
                                     Expense         Expense        Total
    Non-cash, net mark-to-market
     loss                            $(449)          $(117)        $(566)
    Cash net loss on settled
     contracts                        (142)           (228)         (370)
    Total recorded net losses        $(591)          $(345)        $(936)


Action Taken to Enhance Cash Position

The company completed several transactions during the fourth quarter that helped strengthen its liquidity. It raised $215 million from aircraft financing transactions that closed during the quarter along with $66 million in proceeds from asset sales. The company also received net proceeds of $107 million through equity issuances during the quarter.

During the quarter, the company entered into an amendment with its largest credit card processor that suspends until Jan. 20, 2010, the requirement for United to post or maintain additional cash reserves with the processor if United's balance of unrestricted cash, cash equivalents and short-term investments falls below $2.5 billion. In exchange for this benefit, United has granted the processor a security interest in certain United owned aircraft.

During the fourth quarter, the company generated negative $989 million of operating cash flow and negative $1.1 billion of free cash flow, defined as operating cash flow less capital expenditures. Both the operating cash flow and free cash flow include $587 million in additional net fuel hedge deposits that were paid during the quarter.

The company ended the quarter with an unrestricted cash balance of $2.0 billion, a restricted cash balance of $272 million and $965 million in cash deposits held by its fuel hedge counterparties.

Early in the first quarter of 2009 the company closed an additional aircraft financing transaction, which raised $95 million, and expects to raise approximately $160 million from a cargo facility relocation agreement with Chicago's O'Hare International Airport. In January, the company received net proceeds of $62 million from equity issuances, and anticipates receiving an additional $27 million of net proceeds in the first quarter by completing the equity issuances that were announced in December. Altogether, the company expects to raise about $350 million from these transactions by the end of the first quarter.

"United, like many airlines across the industry, experienced significant cash pressures associated with fuel hedge positions in 2008 as oil prices declined more than $100 a barrel," said Kathryn Mikells, senior vice president and CFO. "The cash impact, while significant, is now behind us, and we are well positioned to manage through a challenging 2009 with good expected cost performance building on our momentum from this past year."

Income Taxes

Because of its net operating loss carry-forwards, the company expects to pay minimal cash taxes for the foreseeable future and is not recording incremental tax benefits at this time.

Significant Improvements in Operating Results

United has seen significant improvement in its operational performance during the fourth quarter as a result of its increased focus on operational execution, improvements in the schedule structure and the industry-wide reduction in capacity. The company has also benefited from the November opening of the new runway at Chicago O'Hare International Airport.

United's on-time arrival :14 performance for the fourth quarter was 79.2 percent, the company's best fourth quarter performance since 2004. Its cancellation rate was 1.4 percent, which is the company's lowest fourth quarter rate since 2005. As a result of these improvements, United ranked second in on-time performance for the fourth quarter among the five major U.S. network carriers, including Continental Airlines, American Airlines, US Airways, and the combined Delta / Northwest Airlines.

    Business Highlights

    *    United began new daily non-stop passenger and cargo service between
         Washington, D.C., and Dubai on October 28.

    *    United announced new daily non-stop passenger and cargo service
         between Washington, D.C., and both Geneva and Moscow on its newly
         reconfigured B767 with fully lie-flat seats in first and business
         class.

    *    United and EGYPTAIR signed an agreement to offer codeshare flights,
         which would expand the international destinations and enhance the
         frequent flyer benefits offered to customers of both carriers.

    *    United announced it will offer in-flight internet service on it p.s.
         transcontinental service between New York and California starting in
         the second half of 2009.

    *    United became the first U.S. carrier to participate in the Asia and
         South Pacific Initiative to Reduce Emissions (ASPIRE).  United
         Flight 870 on Nov. 14 from Sydney, Australia, to San Francisco saved
         more than 1,500 gallons of fuel and 32,000 pounds of carbon
         emissions using 11 fuel-savings initiatives from gate to gate.

    *    United announced its new Premier Line service, which allows
         customers to purchase access to three types of specially reserved
         lines that offer convenience at check-in, security and
         boarding, including boarding for connecting flights.

    *    United was named the best North American airline by two Asian travel
         publications. Travel Trade Gazette Asia honored United with the
         award and Business Traveler Asia-Pacific recognized United with the
         same accolade for the eighth consecutive year.

    *    United became the first U.S. airline to offer overnight baggage
         shipping service via an overnight courier that will provide
         customers with a more convenient and easy way to travel - without
         their luggage. United's new service, Door-to-Door Baggage, enables
         customers in the continental United States to conveniently ship
         their luggage, or other travel items like skis or golf clubs,
         overnight from a home or office directly to their destinations
         within the 48 contiguous United States.

2009 Outlook

United is on track to complete the previously announced removal of 100 aircraft from its fleet by the end of 2009. The company's capacity outlook for the first quarter 2009 and full-year 2009 is shown below:



           Capacity               First Quarter              Full-year
    (Available Seat Miles)             2009*                    2009*

      Domestic                   -14.0% to -13.0%         -12.5% to -11.5%
      International              -15.0% to -14.0%          -6.0% to -5.0%
    Mainline                     -14.5% to -13.5%          -9.5% to -8.5%
    Express                       +4.0% to +5.0%           +8.0% to +9.0%
      Consolidated Domestic      -11.0% to -10.0%          -9.0% to -8.0%
    Consolidated                 -12.5% to -11.5%          -8.0% to -7.0%

    * Increase/(Decrease) versus 2008


For the first quarter 2009, the company anticipates mainline CASM, excluding fuel, profit sharing and certain accounting charges, to increase between 4.0 and 5.0 percent despite a mainline capacity reduction of 14 percent. Consolidated CASM, excluding fuel, profit sharing and certain accounting charges, is also expected to increase between 4.0 and 5.0 percent.

Continuing to build on its mainline non-fuel CASM results from 2008, the company anticipates full-year 2009 mainline CASM, excluding fuel, profit sharing and certain accounting charges, to increase between 2.5 and 3.5 percent despite a 9 percent reduction in mainline capacity. Consolidated CASM, excluding fuel, profit sharing and certain accounting charges, is also expected to increase between 2.5 and 3.5 percent.

United is taking additional steps in 2009 to reduce overhead costs. The company will further reduce the number of salaried and management employees by approximately 1,000 positions by the end of 2009. This is in addition to the 1,500 positions the company announced in the second quarter, and when completed, will bring the total reduction in its salaried and management staff to approximately 2,500, or nearly 30 percent, since the beginning of 2008.

The company is also limiting its non-aircraft capital budget to $450 million for 2009 and has no capital requirements for new aircraft in 2009. The company has scheduled debt and capital lease payment obligations of $900 million in 2009.

Since the company's Dec. 17, 2008, disclosure, it has hedged an additional 7 percent of its 2009 consolidated fuel consumption at an average price of $53 per barrel using call options. A table outlining the company's hedge positions can be found in note 9 of the attached statement of consolidated operations.

The company estimates the following fuel prices for the first quarter based on the closing forward curve on January 16.



                                                           Three Months Ending
    Mainline Fuel Price (Price per Gallon)(1)                  March 31, 2009
    Mainline Fuel price including taxes and excluding
     impact of hedges                                              $1.73
    Mainline Fuel price including taxes and cash
     net gains or losses on settled hedges(2)                      $2.22
    Mainline Fuel price including taxes, cash net
     gains or losses on settled hedges, and impact of
     non-cash, net mark-to-market gains or losses on settled
     and unsettled hedges(2)                                       $1.83

    (1) Based on the January 16 closing forward price
    (2) Includes only the hedge gains/losses that are accounted for in the
        fuel expense line


In addition to the impact of fuel hedges on fuel expense, a portion of the company's total fuel hedge impact is recorded as a non-operating expense. The company estimates that $81 million in cash fuel hedging losses and $69 million in non-cash, net mark-to-market fuel hedging gains will be recorded in non- operating income / expense for the first quarter based on January 16 closing forward curve prices.

The company estimates it will have the following amounts posted as fuel hedge collateral at each quarter end:


                   Projected Fuel Hedge Collateral Balance at Each Quarter End

                     Jan. 19,
                       2009      Q1 2009      Q2 2009     Q3 2009      Q4 2009
    Based on Jan. 16
     closing forward
     crude oil
     prices            $780M       $615M        $315M       $110M        $25M

Additional details can be found in note 10 of the attached statement of consolidated operations.

About United

United Airlines (NASDAQ: UAUA) operates more than 3,000* flights a day on United and United Express to more than 200 U.S. domestic and international destinations from its hubs in Los Angeles, San Francisco, Denver, Chicago and Washington, D.C. With key global air rights in the Asia-Pacific region, Europe and Latin America, United is one of the largest international carriers based in the United States. United also is a founding member of Star Alliance, which provides connections for our customers to 912 destinations in 159 countries worldwide. United's 49,500 employees reside in every U.S. state and in many countries around the world. News releases and other information about United can be found at the company's Web site at united.com.

*Based on United's flight schedule between Jan. 1, 2009, and Jan. 1, 2010.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this press release are forward- looking and thus reflect the company's current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to the operations and business environment of the company that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Factors that could significantly affect net earnings, revenues, expenses, costs, load factor and capacity include, without limitation, the following: the company's ability to comply with the terms of its credit facility; the costs and availability of financing; the company's ability to execute its business plan; the company's ability to realize benefits from its resource optimization efforts and cost reduction initiatives; 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 (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices and energy refining capacity in relevant markets); the effects of any hostilities or act of war 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 jet fuel; our ability to cost-effectively hedge against increases in the price of jet fuel; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; the costs associated with security measures and practices; labor costs; industry consolidation; competitive pressures on pricing and on demand; capacity decisions of United and/or its competitors; U.S. or foreign governmental legislation, regulation and other actions, including the effect of open skies agreements; the company's ability to utilize its net operating losses; the ability of the company to maintain satisfactory labor relations and our ability to avoid any disruptions to operations due to any potential actions by our labor groups; 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. 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 revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

                   UAL CORPORATION AND SUBSIDIARY COMPANIES
              STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
                   (In millions, except per share amounts)

                                               Three Months Ended        %
                                                  December 31,       Increase/
        (In accordance with GAAP)               2008        2007    (Decrease)

Operating revenues:

      Passenger - United Airlines               $3,413    $3,797       (10.1)
      Passenger - Regional Affiliates              752       765        (1.7)
      Cargo                                        180       223       (19.3)
      Other operating revenues                     202       245       (17.6)
                                                 4,547     5,030        (9.6)

Operating expenses:

      Aircraft fuel (Notes 3 and 5)              1,838     1,432        28.4
      Salaries and related costs (Note 5)        1,049     1,112        (5.7)
      Regional affiliates (a)                      740       765        (3.3)
      Purchased services                           328       366       (10.4)
      Depreciation and amortization (Note 5)       262       231        13.4
      Aircraft maintenance materials and
       outside repairs                             228       306       (25.5)
      Landing fees and other rent                  211       222        (5.0)
      Distribution expenses                        152       183       (16.9)
      Other impairments and special items (Note 5) 125         -           -
      Aircraft rent                                 95        99        (4.0)
      Cost of third party sales                     68        78       (12.8)
      Other operating expenses (Note 5)            263       300       (12.3)
                                                 5,359     5,094         5.2

    Loss from operations                          (812)      (64)         NM

    Other income (expense):
      Interest expense                            (131)     (155)      (15.5)
      Interest income                               12        66       (81.8)
      Interest capitalized                           4         5       (20.0)
      Gain on sale of investment                     -        41      (100.0)
      Miscellaneous, net (Note 5)                 (373)        9           -
                                                  (488)      (34)         NM

Loss before income taxes and equity in

     earnings of affiliates                     (1,300)      (98)         NM
    Income tax expense (benefit) (Note 5)            5       (43)          -

Loss before equity in earnings of

     affiliates                                 (1,305)      (55)         NM

Equity in earnings of affiliates, net

     of tax                                          2         2           -
    Net loss                                   $(1,303)     $(53)         NM


    Loss per share, basic and diluted           $(9.91)   $(0.47)

Weighted average shares, basic and

     diluted                                     131.6     117.7

See accompanying notes.

(a) Regional affiliates expense includes regional aircraft rent expense.

See Note 2 for more information.

NM Not meaningful.



                    UAL CORPORATION AND SUBSIDIARY COMPANIES
                STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
                       (In millions, except per share amounts)

                                              Twelve Months Ended        %
                                                  December 31,       Increase/
        (In accordance with GAAP)               2008        2007    (Decrease)

Operating revenues:

        Passenger - United Airlines          $15,337     $15,254         0.5
        Passenger - Regional Affiliates        3,098       3,063         1.1
        Cargo                                    854         770        10.9
        Special operating items (Note 5)         -            45      (100.0)
        Other operating revenues                 905       1,011       (10.5)
                                              20,194      20,143         0.3

Operating expenses:

        Aircraft fuel (Notes 3 and 5)          7,722       5,003        54.3
        Salaries and related costs (Note 5)    4,311       4,261         1.2
        Regional affiliates (a)                3,248       2,941        10.4
        Purchased services (Note 5)            1,375       1,346         2.2
        Aircraft maintenance materials
         and outside repairs                   1,096       1,166        (6.0)
        Depreciation and amortization
         (Note 5)                                932         925         0.8
        Landing fees and other rent              862         876        (1.6)
        Distribution expenses                    710         779        (8.9)
        Aircraft rent                            409         406         0.7
        Cost of third party sales                272         316       (13.9)
        Goodwill impairment (Note 5)           2,277           -           -
        Other impairments and special
         items (Note 5)                          339         (44)          -
        Other operating expenses (Note 5)      1,079       1,131        (4.6)
                                              24,632      19,106        28.9

    Earnings (loss) from operations           (4,438)      1,037           -

Other income (expense):

        Interest expense                        (523)       (661)      (20.9)
        Interest income                          112         257       (56.4)
        Interest capitalized                      20          19         5.3
        Gain on sale of investment               -            41      (100.0)
        Miscellaneous, net (Note 5)             (550)          2           -
                                                (941)       (342)      175.1

Earnings (loss) before income taxes

     and equity in earnings of affiliates     (5,379)        695           -
    Income tax expense (benefit) (Note 5)        (25)        297           -

Earnings (loss) before equity in

     earnings of affiliates                   (5,354)        398           -

Equity in earnings of affiliates, net

     of tax                                        6           5        20.0
    Net income (loss)                        $(5,348)       $403           -


Earnings (loss) per share, basic $(42.21) $3.34

Earnings (loss) per share, diluted $(42.21) $2.79


    Weighted average shares, basic             126.8       117.4
    Weighted average shares, diluted           126.8       153.7

See accompanying notes.

(a) Regional affiliates expense includes regional aircraft rent expense.

See Note 2 for more information.

NM Not meaningful.



                   UAL CORPORATION AND SUBSIDIARY COMPANIES
         CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
                                (In millions)



                                Three Months           Twelve Months
                                   Ended         %        Ended         %
                                December 31,  Increase/ December 31, Increase/
      (In accordance with GAAP) 2008    2007 (Decrease)  2008  2007 (Decrease)

Cash flows provided

(used) by operating

     activities (a)            $(989)   $132       -  $(1,239) $2,134       -

Cash flows provided

(used) by investing

activities:

Net (purchases) sales

of short-term

       investments                 -     604  (100.0)   2,295  (1,983)      -

Additions to property

       and equipment             (80)   (230)  (65.2)    (415)   (658)  (36.9)

Proceeds from the sale

       of investment               -     128  (100.0)       -     128  (100.0)

Purchases of EETC

       securities                  -     (20) (100.0)       -     (96) (100.0)

(Increase) decrease in

restricted cash (b) (24) 32 - 484 91 431.9

Proceeds from asset

       sale leaseback            215       -       -      274       -       -

Proceeds from

litigation on advance

       deposits                    -       -       -       41       -       -

Proceeds from the sale

       of property and
       equipment                  51       5      NM       94      19   394.7
      Other, net                 (17)    (22)  (22.7)     (52)    (61)  (14.8)
                                 145     497   (70.8)   2,721  (2,560)      -

    Cash flows provided
     (used) by financing
     activities:
      Repayment of Credit
       Facility                    -    (500) (100.0)     (18) (1,495)  (98.8)

Repayment of other debt (128) (108) 18.5 (666) (1,257) (47.0)

Special distribution - - - (253) - -

Principal payments

under capital leases (26) (117) (77.8) (235) (177) 32.8

Decrease in capital

       lease deposits              1      80   (98.8)     155      80    93.8

Increase (decrease) in

deferred financing

       costs                      (2)      4       -     (120)    (18)     NM

Proceeds from issuance

       of secured notes            -       -       -      337     694   (51.4)

Proceeds from the sale

       of stock                  107       -       -      107       -       -
      Other, net                   -       8  (100.0)      (9)     26       -
                                 (48)   (633)  (92.4)    (702) (2,147)  (67.3)

Increase (decrease) in

cash and cash

equivalents during the

     period                     (892)     (4)     NM      780  (2,573)      -

Cash and cash equivalents

at beginning of the

     period                    2,931   1,263   132.1    1,259   3,832   (67.1)

Cash and cash equivalents

at end of the period $2,039 $1,259 62.0 $2,039 $1,259 62.0

Reconciliation of cash and cash equivalents to total cash and cash

equivalents, short-term investments and restricted cash:



                                                    As of               %
                                                 December 31,        Increase/
                                               2008        2007     (Decrease)

    Cash and cash equivalents                 $2,039      $1,259        62.0
    Short-term investments                         -       2,295      (100.0)
    Restricted cash (b)                          272         756       (64.0)

Total cash and cash equivalents,

short-term investments and

     restricted cash (b)                      $2,311      $4,310       (46.4)

(a) See Note 5[h] for the Company's computation of free cash flow.

(b) Restricted cash decreased significantly during the year ended

        December 31, 2008 due to the posting of letters of credit for
        workers' compensation obligations and an amendment of the Company's
        largest credit card processing agreement with respect to credit card
        ticket sales reserves.

NM Not meaningful.

CONSOLIDATED NOTES (UNAUDITED)

(1) UAL Corporation ("UAL" or the "Company") is a holding company whose

        principal subsidiary is United Air Lines, Inc. ("United").  On
        December 9, 2002, UAL, United and twenty-six direct and indirect
        wholly-owned subsidiaries filed Chapter 11 petitions for relief in the
        U.S. Bankruptcy Court for the Northern District of Illinois.  On
        February 1, 2006 (the "Effective Date"), the Company emerged from
        Chapter 11.  In connection with its emergence from Chapter 11
        bankruptcy protection, the Company implemented fresh-start reporting
        in accordance with American Institute of Certified Public Accountants'
        Statement of Position 90-7, "Financial Reporting by Entities in
        Reorganization Under the Bankruptcy Code" on the Effective Date.  The
        application of fresh-start reporting resulted in significant changes
        to the historical financial statements.

(2) United has contractual relationships with various regional carriers to

        provide regional jet and turboprop service branded as United Express.
        Under these agreements, United pays the regional carriers
        contractually agreed fees for crew expenses, maintenance expenses and
        other costs of operating these flights.  These costs include aircraft
        rents of $104 million and $105 million for the three months ended
        December 31, 2008 and 2007, respectively, and $413 million and $425
        million for the twelve months ended December 31, 2008 and 2007,
        respectively, which are included in regional affiliate expense in our
        Statements of Consolidated Operations.

(3) UAL's results of operations include aircraft fuel expense for both

        United mainline jet operations and regional affiliates.  Aircraft fuel
        expense incurred as a result of the Company's regional affiliates'
        operations is reflected in Regional affiliates operating expense.  In
        accordance with UAL's agreement with its regional affiliates, these
        costs are incurred by the Company. Fuel hedging gains or losses are
        not allocated to Regional affiliates fuel expense.



                                  Year-Over-Year Impact of Fuel Expense
                            United Mainline and Regional Affiliate Operations

(In millions, Three Months Ended Twelve Months Ended

     except per gallon)     December 31,      %       December 31,      %
                           2008     2007    Change   2008     2007   Change
    Total Mainline fuel
     expense               $1,838   $1,432    28.4   $7,722   $5,003   54.3
    Non-cash, net mark-
     to-market gains
     (losses) in mainline
     fuel                    (449)       7       -     (568)      20      -
    Mainline fuel expense
     excluding non-cash,
     net mark-to-market
     gains (losses)         1,389    1,439    (3.5)   7,154    5,023   42.4
    Regional affiliates
     fuel expense             247      262    (5.7)   1,257      915   37.4
    United system fuel
     expense excluding
     non-cash, net mark-
     to-market gains
     (losses)              $1,636   $1,701    (3.8)  $8,411   $5,938   41.6

    Mainline fuel
     consumption
     (gallons)                491      566   (13.3)   2,182    2,292   (4.8)
    Mainline average jet
     fuel price per
     gallon (in cents)      374.3    253.0    47.9    353.9    218.3   62.1
    Mainline average jet
     fuel price per
     gallon excluding
     non-cash, net mark-
     to-market gains
     (losses) (in cents)    282.9    254.2    11.3    327.9    219.2   49.6

    Regional affiliates
     fuel consumption
     (gallons)                 92       93    (1.1)     371      377   (1.6)
    Regional affiliates
     average jet fuel
     price per gallon (in
     cents)                 268.5    281.7    (4.7)   338.8    242.7   39.6


(4) The tables below set forth certain operating statistics by geographic

region and the Company's mainline, regional affiliates and

consolidated operations, excluding special revenue items and the

impact of Mileage Plus:

(% change from prior year)



    Three Months Ended                                       Regional
    December 31, 2008                                         Affili- Consoli-
                      Domestic Pacific Atlantic Latin Mainline ates    dated
      Passenger
       revenues        (8.6)    (13.9)    2.3   (4.5)  (7.9)    0.8    (6.4)
      ASM             (14.4)    (14.7)    2.4   (7.9) (11.7)   (1.0)  (10.6)
      RPM             (12.6)    (17.6)   (1.3) (14.6) (12.1)   (0.3)  (10.9)
      PRASM             6.7       0.8    (0.2)   3.7    4.4     1.8     4.7
      Yield [a]         4.4       5.2     2.8    9.8    4.8     1.1     5.1
      Load factor
       (points)         1.7      (2.7)   (3.0)  (5.6)  (0.3)    0.6    (0.3)



    Twelve Months Ended                                     Regional
    December 31, 2008                                        Affili- Consoli-
                      Domestic Pacific Atlantic Latin Mainline ates    dated
      Passenger
       revenues        (0.8)     (1.7)   12.3    7.2    1.3     1.9     1.4
      ASM              (7.8)     (4.8)   11.0   (2.8)  (4.2)   (0.8)   (3.9)
      RPM              (8.5)     (9.4)    7.9   (5.5)  (6.3)   (3.9)   (6.0)
      PRASM             7.6       3.2     1.2   10.3    5.8     2.8     5.5
      Yield [a]         8.3       8.5     3.4   14.1    8.0     6.1     7.9
      Load factor
      (points)         (0.6)     (3.9)   (2.3)  (2.2)  (1.7)   (2.4)   (1.8)

      [a] Yields for geographic regions exclude charter revenue, industry
          reduced fares, passenger charges and related revenue passenger
          miles.



                          CONSOLIDATED NOTES (UNAUDITED)

(5) The Company incurred significant charges related to tangible and

intangible asset impairments, severance and other charges that

significantly impacted its results in the three and twelve months

ended December 31, 2008. Collectively, these charges are identified as

"impairments and other charges" in the Regulation G reconciliations

        below.  These items consist of the following:



                                          Three       Twelve
                                          Months      Months
                                          Ended       Ended
                                       December 31, December 31,
                                          2008         2008
                                                                Income
                                                                Statement
                                                                Classification

                      Goodwill impairment   $-       $2,277     Goodwill
                                                                impairment

             Intangible asset impairments    -           64

Aircraft and deposit impairments 107 250

                        Other impairments    107        314

Lease termination and special items 18 25

Total other impairments and special 125 339 Other

                                   items                        impairments
                                                                and special
                                                                items

                                Severance     18        106     Salaries and
                                                                related costs
                 Employee benefit charges     29         57 (a) Salaries and
                                                                related costs

Litigation-related settlement gain - (29) Other

                                                                operating
                                                                expenses
               Purchased services charges      -         26 (b) Purchased
                                                                services
                  Net gain on asset sales    (11)        (3)    Depreciation
                                                                and
                                                                amortization

Accelerated depreciation related to 26 34 Depreciation

                      aircraft groundings                       and
                                                                amortization

                      Total other charges     62        191

Total impairments, special items and 187 2,807

                            other charges
         Operating non-cash, net mark-to-    449        568     Aircraft fuel
                            market losses
           Total operating expense impact    636      3,375

         Non-operating non-cash, mark-to-    117        279     Miscellaneous,
                            market losses                       net
            Pre-tax impairments and other    753      3,654
                                  charges
          Income tax expense (benefit) on     (5)       (31)    Income tax
         intangible asset impairments and                       expense
                              asset sales                       (benefit)

       Impairments and other charges, net   $748     $3,623
                                   of tax

(a) Amount relates to additional charges to adjust certain employee

benefit obligations.

(b) Amount relates to expense for certain projects and transactions that

        have been terminated or indefinitely postponed by the Company.

        The Company did not classify any items as special items during the
        fourth quarter of 2007, but it did have special items for the year
        ended December 31, 2007, which include the following:

        In 2007, the Company recorded a change in estimate of $59 million for
        certain liabilities relating to bankruptcy administrative claims.
        This adjustment resulted directly from the progression of the
        Company's ongoing efforts to resolve certain bankruptcy pre-
        confirmation contingencies.  The Company classified these changes in
        estimate as special items in the accompanying financial statements, as
        they are related directly to the ongoing resolution of bankruptcy
        administrative claims.  This classification is consistent with
        classification used to report the effects of similar claims resolved
        in other quarterly periods since exit from bankruptcy.  The Company
        therefore recorded a special operating revenue credit of $45 million,
        and a special operating expense credit of $14 million for these
        changes in estimate.

        The Company also recorded special operating expense credits of $30
        million in the twelve months ended December 31, 2007 related to
        bankruptcy facility lease secured interest litigation. The Company
        separately recorded a $26 million benefit from a change in estimate to
        certain other contingent liabilities, which was recorded as a credit
        to mainline passenger revenues of $22 million, and to regional
        affiliate revenues of $4 million.  The Company classified this benefit
        to passenger revenue, since it represents an adjustment to contingent
        liabilities based largely on changes in underlying facts and
        circumstances occurring during the year ended December 31, 2007.

        See Notes 6 and 7, below, for additional information related to the
        impacts of accounting for Mileage Plus on the Company's results of
        operations.

        Pursuant to SEC Regulation G, the Company has included the following
        reconciliation of reported non-GAAP financial measures to comparable
        financial measures reported on a GAAP basis.  The Company believes
        that excluding fuel costs from certain measures is useful to investors
        because it provides an additional measure of management's performance
        excluding the effects of a significant cost item over which management
        has limited influence.  The Company also believes that adjusting for
        special items, and other items unusual or infrequent in nature, is
        useful to investors because they are non-recurring items not
        indicative of the Company's on-going performance. In addition, the
        Company adjusts for Mileage Plus impacts for better comparison to
        several of its peers as many still apply the incremental cost method
        of accounting to their loyalty plans. The Company does not apply hedge
        accounting. The Company believes that excluding unrealized
        gains/losses related to the mark-to-market of its fuel hedge positions
        provides management and investors with a better perspective of its
        performance and comparison to its peers because the unrealized
        gains/losses relate to future period fuel purchases and many of our
        peers apply FAS 133 hedge accounting.


        The tables below set forth the reconciliation of GAAP and non-GAAP
        financial measures for certain operating statistics that are used in
        determining key indicators such as adjusted passenger revenue per
        revenue passenger mile ("Yield"), operating revenue per available seat
        mile ("RASM"), operating margin, net income (loss) and operating
        expense per available seat mile ("CASM").


                    Three Months Ended           Twelve Months Ended
                        December 31,        %        December 31,       %
                      2008       2007    Change     2008      2007    Change
    [a] Yield (In
         millions)
        Mainline
        Passenger -
         United
          Airlines   $3,413     $3,797   (10.1)   $15,337    $15,254     0.5
        Add: Income
         from special
         item             -          -       -          -         37  (100.0)
        Less:
         industry
         reduced
         fares and
         passenger
         charges        (11)       (11)      -        (46)       (45)    2.2
        Mainline
         adjusted
         passenger
         revenue     $3,402     $3,786   (10.1)   $15,291    $15,246     0.3
        Mainline
         revenue
         passenger
         miles       24,517     27,890   (12.1)   110,061    117,399    (6.3)
        Adjusted
         mainline
         yield (in
         cents)       13.88      13.57     2.3      13.89      12.99     6.9

        Passenger -
         United
         Airlines    $3,413     $3,797   (10.1)   $15,337    $15,254     0.5
        Less:
         industry
         reduced fares
         and passenger
         charges        (11)       (11)      -        (46)       (45)    2.2
        Mainline
         adjusted
         passenger
         revenue     $3,402     $3,786   (10.1)   $15,291    $15,209     0.5
        Adjusted
         mainline
         yield (in
         cents)       13.88      13.57     2.3      13.89      12.95     7.3

        Mainline
         adjusted
         passenger
         revenue     $3,402     $3,786   (10.1)   $15,291    $15,209     0.5
        Add: Mileage
         Plus -
         effect of
         accounting
         change          39         50   (22.0)       139        230   (39.6)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -       (100) (100.0)         -       (204) (100.0)
        Mainline
         adjusted
         passenger
         revenue     $3,441     $3,736    (7.9)   $15,430    $15,235     1.3
        Adjusted
         mainline
         yield (in
         cents)       14.04      13.40     4.8      14.02      12.98     8.0

        Regional
         Affiliates
        Passenger -
         United
         Express       $752       $765    (1.7)    $3,098     $3,063     1.1
        Add: Income
         from special
         item             -          -       -          -          8  (100.0)
        Regional
         affiliates
         passenger
         revenue       $752       $765    (1.7)    $3,098     $3,071     0.9
        Regional
         affiliates
         revenue
         passenger
         miles        3,003      3,013    (0.3)    12,155     12,649    (3.9)
        Regional
         affiliates
         yield (in
         cents)       25.04      25.39    (1.4)     25.49      24.28     5.0

        Passenger -
         United
         Express       $752       $765    (1.7)    $3,098     $3,063     1.1
        Add: Mileage
         Plus - effect
         of accounting
         change           9         11   (18.2)        28         47   (40.4)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -        (21) (100.0)         -        (42) (100.0)
        Regional
         affiliates
         adjusted
         passenger
         revenue       $761       $755     0.8     $3,126     $3,068     1.9
        Adjusted
         regional
         affiliates
         yield (in
         cents)       25.34      25.06     1.1      25.72      24.25     6.1



                        CONSOLIDATED NOTES (UNAUDITED)

                    Three Months Ended           Twelve Months Ended
                        December 31,        %        December 31,       %
                      2008       2007    Change     2008      2007    Change
        Consolidated
        Consolidated
         passenger
         revenue     $4,165     $4,562    (8.7)   $18,435    $18,317     0.6
        Add: Income
         from special
         item             -          -       -          -         45  (100.0)
        Less: industry
         reduced fares
         and passenger
         charges        (11)       (11)      -        (46)       (45)    2.2
        Consolidated
         adjusted
         passenger
         revenue     $4,154     $4,551    (8.7)   $18,389    $18,317     0.4
        Consolidated
         revenue
         passenger
         miles       27,520     30,903   (10.9)   122,216    130,048    (6.0)
        Adjusted
         consolidated
         yield (in
         cents)       15.09      14.73     2.4      15.05      14.08     6.9

        Consolidated
         passenger
         revenue     $4,165     $4,562    (8.7)   $18,435    $18,317     0.6
        Less:
         industry
         reduced fares
         and passenger
         charges        (11)       (11)      -        (46)       (45)    2.2
        Consolidated
         adjusted
         passenger
         revenue     $4,154     $4,551    (8.7)   $18,389    $18,272     0.6
        Adjusted
         consolidated
         yield (in
         cents)       15.09      14.73     2.4      15.05      14.05     7.1

        Consolidated
         adjusted
         passenger
         revenue     $4,154     $4,551    (8.7)   $18,389    $18,272     0.6
        Add: Mileage
         Plus - effect
         of accounting
         change          48         61   (21.3)       167        277   (39.7)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -       (121) (100.0)         -       (246) (100.0)
        Consolidated
         adjusted
         passenger
         revenue     $4,202     $4,491   (6.4)    $18,556    $18,303     1.4
        Adjusted
         consolidated
         yield (in
         cents)       15.27      14.53     5.1      15.18      14.07     7.9

    [b] PRASM (In
         millions)
        Mainline
        Passenger -
         United
         Airlines    $3,413     $3,797   (10.1)   $15,337    $15,254     0.5
        Add: Income
         from special
         item             -          -       -          -         37  (100.0)
        Mainline
         passenger
         revenue     $3,413     $3,797   (10.1)   $15,337    $15,291     0.3
        Mainline
         available
         seat miles  30,857     34,949   (11.7)   135,861    141,890    (4.2)
        Mainline
         PRASM (in
         cents)       11.06      10.86     1.8      11.29      10.78     4.7

        Passenger -
         United
         Airlines    $3,413     $3,797   (10.1)   $15,337    $15,254     0.5
        Add: Mileage
         Plus - effect
         of accounting
         change          39         50   (22.0)       139        230   (39.6)
        Less:
         Mileage
         Plus - effect
         of expiration
         period change    -       (100) (100.0)         -       (204) (100.0)
        Mainline
         adjusted
         passenger
         revenue     $3,452     $3,747    (7.9)   $15,476    $15,280     1.3
        Adjusted
         mainline
         PRASM
         (in cents)   11.19      10.72     4.4      11.39      10.77     5.8

        Regional
         Affiliates
        Passenger -
         Regional
         Affiliates    $752       $765    (1.7)    $3,098     $3,063     1.1
        Add: Income
         from special
         item             -          -       -          -          8  (100.0)
        Regional
         affiliates
         passenger
         revenue       $752       $765    (1.7)    $3,098     $3,071     0.9
        Regional
         affiliates
         available
         seat miles   3,959      3,999    (1.0)    16,164     16,301    (0.8)
        Regional
         affiliates
         PRASM (in
         cents)       18.99      19.13    (0.7)     19.17      18.84     1.8

        Passenger -
         Regional
         Affiliates    $752       $765    (1.7)    $3,098     $3,063     1.1
        Add: Mileage
         Plus - effect
         of accounting
         change           9         11   (18.2)        28         47   (40.4)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -        (21) (100.0)         -        (42) (100.0)
        Regional
         affiliates
         adjusted
         passenger
         revenue       $761       $755     0.8     $3,126     $3,068     1.9
        Adjusted
         Regional
         affiliates
         PRASM (in
         cents)       19.22      18.88     1.8      19.34      18.82     2.8

        Consolidated
        Consolidated
         passenger
         revenues    $4,165     $4,562    (8.7)   $18,435    $18,317     0.6
        Add: Income
         from special
         item             -          -       -          -         45  (100.0)
        Adjusted
         consolidated
         passenger
         revenues    $4,165     $4,562    (8.7)   $18,435    $18,362     0.4
        Consolidated
         available
         seat miles  34,816     38,948   (10.6)   152,025    158,191    (3.9)
        Adjusted
         consolidated
         PRASM (in
         cents)       11.96      11.71     2.1      12.13      11.61     4.5

        Consolidated

         passenger
         revenues    $4,165     $4,562    (8.7)   $18,435    $18,317     0.6
        Add: Mileage
         Plus - effect
         of accounting
         change          48         61   (21.3)       167        277   (39.7)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -       (121) (100.0)         -       (246) (100.0)
        Adjusted
         consolidated
         passenger
         revenues    $4,213     $4,502    (6.4)   $18,602    $18,348     1.4
        Adjusted
         consolidated
         PRASM (in
         cents)       12.10      11.56     4.7      12.24      11.60     5.5

    [c] RASM (In
         millions)
        Mainline
        Consolidated
         operating
         revenues    $4,547     $5,030    (9.6)   $20,194    $20,143     0.3
        Less:
         Passenger -
         Regional
         Affiliates    (752)      (765)   (1.7)    (3,098)    (3,063)    1.1
        Less: Regional
         Affiliates
         special items    -          -       -          -         (8) (100.0)
        Mainline
         operating
         revenues    $3,795     $4,265   (11.0)   $17,096    $17,072     0.1
        Mainline
         available
         seat miles  30,857     34,949   (11.7)   135,861    141,890    (4.2)
        Mainline
         RASM (in
         cents)       12.30      12.20     0.8      12.58      12.03     4.6

        Mainline
         operating
         revenues    $3,795     $4,265   (11.0)   $17,096    $17,072     0.1
        Less: income
         from special
         item             -          -       -          -        (37) (100.0)
        Adjusted
         mainline
         operating
         revenues    $3,795     $4,265   (11.0)   $17,096    $17,035     0.4
        Adjusted
         mainline
         RASM (in
         cents)       12.30      12.20     0.8      12.58      12.01     4.7

        Adjusted
         mainline
         operating
         revenues    $3,795     $4,265   (11.0)   $17,096    $17,035     0.4
        Add:
         Mileage
         Plus -
         effect of
         accounting
         change          39         50   (22.0)       139        230   (39.6)
        Less:
         Mileage
         Plus -
         effect of
         expiration
         period change    -       (100) (100.0)         -       (204) (100.0)
        Adjusted
         mainline
         operating
         revenues    $3,834     $4,215    (9.0)   $17,235    $17,061     1.0
        Adjusted
         mainline
         RASM (in
         cents)       12.43      12.06     3.1      12.69      12.02     5.6

        Consolidated
        Consolidated
         operating
         revenues    $4,547     $5,030    (9.6)   $20,194    $20,143     0.3
        Less:
         income from
         special item     -          -       -          -        (45) (100.0)
        Adjusted
         consolidated
         operating
         revenues    $4,547     $5,030    (9.6)   $20,194    $20,098     0.5
        Consolidated
         available
         seat miles  34,816     38,948   (10.6)   152,025    158,191    (3.9)
        Adjusted
         consolidated
         RASM (in
         cents)       13.06      12.91     1.2      13.28      12.70     4.6

        Adjusted
         consolidated
         operating
         revenues    $4,547     $5,030    (9.6)   $20,194    $20,098     0.5
        Add: Mileage
         Plus - effect
         of accounting
         change          48         61   (21.3)       167        277   (39.7)
        Less: Mileage
         Plus - effect
         of expiration
         period change    -       (121) (100.0)         -       (246) (100.0)
        Adjusted
         consolidated
         operating
         revenues    $4,595     $4,970    (7.5)   $20,361    $20,129     1.2
        Adjusted
         consolidated
         RASM (in
         cents)       13.20      12.76     3.4      13.39      12.72     5.3



                        CONSOLIDATED NOTES (UNAUDITED)

                    Three Months Ended           Twelve Months Ended
                        December 31,        %        December 31,       %
                      2008       2007    Change     2008      2007    Change
    [d] Operating
         Margin (In
         millions)
        Consolidated
         operating
         earnings
         (loss)       $(812)      $(64)     NM      $(4,438) $1,037       -
        Less:
         income
         from special
         revenue item     -          -       -            -     (45) (100.0)
        Add (less):
         non-cash, net
         mark-to-market
         (gains)
         losses         449         (7)      -          568     (20)      -
        Add (less):
         impairments,
         special items
         and other
         charges        187          -       -        2,807     (44)      -
        Adjusted
         operating
         earnings
         (loss)       $(176)      $(71)  147.9      $(1,063)   $928       -
        Consolidated
         operating
         revenues    $4,547     $5,030    (9.6)     $20,194 $20,143     0.3
        Operating
         margin (loss)
         (percent)    (17.9)      (1.3)  (16.6) pt.   (22.0)    5.1 (27.1) pt.
        Adjusted
         operating
         margin (loss)
         (percent)     (3.9)      (1.4)   (2.5) pt.    (5.3)    4.6  (9.9) pt.

    [e] Pre-tax
         income
         (loss)
         (In millions)
        Earnings (loss)
         before income
         taxes and
         equity in
         earnings of
         affiliates $(1,300)      $(98)     NM      $(5,379)   $695       -
        Less: income
         from special
         revenue item     -          -       -            -     (45) (100.0)
        Add (less):
         non-cash, net
         mark-to-market
         (gains)
         losses         566         (7)      -          847     (20)      -
        Add (less):
         impairments,
         special items
         and other
         charges        187          -       -        2,807     (44)      -
        Adjusted pre-
         tax earnings
         (loss)       $(547)     $(105)  421.0      $(1,725)   $586       -
        Pre-tax
         earnings
         (loss)
         (percent)    (28.6)      (1.9)  (26.7) pt.   (26.6)    3.5 (30.1) pt.
        Adjusted pre-
         tax earnings
         (loss)
         (percent)    (12.0)      (2.1)   (9.9) pt.    (8.5)    2.9 (11.4) pt.

    [f] Net income
         (loss) (In
         millions)
        Net
         income
         (loss)     $(1,303)      $(53)     NM      $(5,348)   $403       -
        Less:
         income
         from
         special
         revenue
         item             -          -       -            -     (45) (100.0)
        Add (less):
         non-cash, net
         mark-to-market
         (gains)
         losses         566         (7)      -          847     (20)      -
        Add (less):
         impairments,
         special items
         and other
         charges        187          -       -        2,807     (44)      -
        Add (less):
         income tax
         expense
         (benefit) (i)   (5)         3       -          (31)     47       -
        Adjusted net
         income
         (loss)       $(555)      $(57)      -      $(1,725)   $341       -

    [g] CASM (In
         millions)
        Mainline
        Consolidated
         operating
         expenses    $5,359     $5,094     5.2      $24,632 $19,106    28.9
        Less:
         Regional
         affiliates    (740)      (765)   (3.3)      (3,248) (2,941)   10.4
        Mainline
         operating
         expenses    $4,619     $4,329     6.7      $21,384 $16,165    32.3
        Mainline
         available
         seat miles  30,857     34,949   (11.7)     135,861 141,890    (4.2)
        Mainline
         CASM (in
         cents)       14.97      12.39    20.8        15.74   11.39    38.2

        Mainline
         operating
         expenses    $4,619     $4,329     6.7      $21,384 $16,165    32.3
        Add (less):
         impairments,
         special items,
         other charges
         and non-cash,
         net mark-to-
         market
         (gains)
         losses        (636)         7       -       (3,375)     64       -
        Adjusted
         mainline
         operating
         expense     $3,983     $4,336    (8.1)     $18,009 $16,229    11.0
        Adjusted
         mainline
         CASM (in
         cents)       12.91      12.41     4.0        13.26   11.44    15.9

        Adjusted
         mainline
         operating
         expense     $3,983     $4,336    (8.1)     $18,009 $16,229    11.0
        Less:
         mainline
         fuel expense
         (excluding
         non-cash,
         net mark-to-
         market
         (gains)
         losses)     (1,389)    (1,439)   (3.5)      (7,154) (5,023)   42.4
        Less: cost
         of third
         party
         sales -
         UAFC (ii)        1         (2)      -           (4)    (36)  (88.9)
        Adjusted
         mainline
         operating
         expense     $2,595     $2,895   (10.4)     $10,851 $11,170    (2.9)
        Adjusted
         mainline
         CASM (in
         cents)        8.41       8.28     1.6         7.99    7.87     1.5

        Consolidated
        Consolidated
         operating
         expenses    $5,359     $5,094     5.2      $24,632 $19,106    28.9
        Add (less):
         impairments,
         special
         items,
         other
         charges and
         non-cash,
         net mark-to-
         market
         (gains)
         losses        (636)         7       -       (3,375)     64       -
        Adjusted
         consolidated
         operating
         expenses    $4,723     $5,101    (7.4)     $21,257 $19,170    10.9
        Consolidated
         available
         seat miles  34,816     38,948   (10.6)     152,025 158,191    (3.9)
        Adjusted
         consolidated
         CASM (in
         cents)       13.57      13.10     3.6        13.98   12.12    15.3

        Adjusted
         consolidated
         operating
         expenses    $4,723     $5,101    (7.4)     $21,257 $19,170    10.9
        Less: fuel
         expense
         (excluding
         non-cash, net
         mark-to-market
         (gains)
         losses) and
         UAFC (ii)   (1,635)    (1,703)   (4.0)      (8,415) (5,974)   40.9
        Adjusted
         consolidated
         operating
         expenses    $3,088     $3,398    (9.1)     $12,842 $13,196    (2.7)
        Adjusted
         consolidated
         CASM (in
         cents)        8.87       8.72     1.7         8.45    8.34     1.3

[h] Operating

         cash flow (In
         millions)
        Operating
         cash flow    $(989)      $132       -      $(1,239) $2,134       -
        Less: capital
         expenditures   (80)      (230)  (65.2)        (415)   (658)  (36.9)
        Add: proceeds
         from
         litigation on
         advance
         deposits         -          -       -           41       -       -
        Free cash
         flow       $(1,069)      $(98)     NM      $(1,613) $1,476       -

    [i] Loss per
         share (Basic
         and diluted)
        Loss per
         share -
         GAAP        $(9.91)                        $(42.21)
        Add: non-
         cash, net
         mark-to-
         market
         losses        4.30                            6.68
        Add:
         impairments,
         special
         items and
         other
         charges       1.39                           21.90
        Loss per
         share -
         excluding non-
         cash, net mark-
         to-market
         losses and
         impairments,
         special items
         and other
         charges     $(4.22)                        $(13.63)

       (i)  For the three and twelve months ended December 31, 2007, the
            income tax adjustment for special items is the difference in the
            income tax provision on actual net income (loss) and the income
            tax provision on adjusted net income (loss), computed using an
            effective tax rate of 43%. The Company did not record a tax
            benefit on the impairments and special items in the three and
            twelve months ended December 31, 2008, except for $(5) million and
            $(31) million, respectively, of tax expense (benefits) related to
            the decreases in indefinite-lived intangible assets, which was
            calculated using a 37% tax rate.

       (ii) Included in UAL's operating expenses are the expenses of United's
            wholly-owned subsidiary United Aviation Fuels Corporation
            ("UAFC").  UAFC's expenses are not derived from mainline jet
            operations; therefore, UAL has excluded these expenses from the
            above reported GAAP financial measures.

       NM - Not meaningful.


                        CONSOLIDATED NOTES (UNAUDITED)

(6) The table below sets forth the estimated exit-related and fresh-start

        reporting impacts on the Company's results of operations.

                                             2008 Increase (Decrease)
       (In millions)
       Revenue impact:         1Q        2Q        3Q        4Q       YTD
                            Estimate  Estimate  Estimate  Estimate  Estimate
       Mileage Plus
        revenue              $(65)    $(42)     $(12)     $(48)     $(167)[a]

       Operating expense
        impact:
       Share-based
        compensation           11        7         5         8         31 [b]
       Mileage Plus
        marketing expense       5        2         6         3         16 [a]
       Postretirement welfare
        cost                   14       14        14        14         56 [c]
       Depreciation and
        amortization           10       10        10        10         40 [d]
       Deferred gain           18       18        18        18         72 [e]
       Total operating
        expense impact         58       51        53        53        215

       Non-operating expense
       impact:
       Non-cash and fresh-
        start interest
        expense                $4       $4        $4        $5        $17 [f]

[a] In connection with its emergence from Chapter 11 protection effective

        February 1, 2006, the Company adopted fresh-start reporting.
        Accordingly, the Company elected to change its accounting policy from
        an incremental cost basis to a deferred revenue model to measure the
        obligation for the Mileage Plus Frequent Flyer program. Adjustments to
        the obligation are recorded to operating revenues. Historically,
        adjustments were based upon incremental costs and were recorded in
        both operating revenues and advertising expense.

        The deferred revenue model is more volatile than the incremental cost
        basis. Because all miles are now accounted for under the deferred
        revenue model, the amount of revenue recognized is more sensitive to
        the number of miles earned and redeemed during the period than the
        incremental cost basis.

[b] In accordance with the plan of reorganization, the Company implemented

stock-based compensation plans for certain management employees and

non-employee directors. The Company adopted SFAS 123R effective

January 1, 2006 and recorded compensation expense for such plans.

[c] In accordance with fresh-start reporting, the Company revalued its

liabilities effective February 1, 2006 to fair value. As a result,

all prior period service credits related to postretirement costs were

eliminated.

[d] In accordance with fresh-start reporting, the Company revalued its

        assets to fair value effective February 1, 2006.  As a result,
        definite lived intangible asset values increased substantially which
        results in higher associated amortization expense.  In addition, the
        value of the Company's operating property and equipment was
        significantly reduced which results in lower depreciation expense.
        The Company has estimated the net impact of changes in asset values at
        fresh-start on net depreciation and amortization.

[e] In accordance with fresh-start reporting, the Company revalued its

liabilities effective February 1, 2006 to fair value. As a result,

all deferred gains on aircraft sale/leasebacks were eliminated.

[f] As a result of fresh-start reporting, the Company recognizes certain

        non-cash interest expenses, including the amortization of mark-to-
        market discounts on all debt and capital leases.


(7) The following table presents additional detail on the Mileage Plus

        impacts summarized in the table above. These items consist of the
        additional amount of revenue that the Company estimates would have
        been recognized had we continued to apply the incremental cost method
        of accounting after exiting bankruptcy and, for 2007, the estimated
        impact of the change in the expiration period for inactive accounts
        from 36 months to 18 months.  The Company utilizes this adjustment for
        comparison of its performance to its peers, as certain of our peers
        currently still apply the incremental cost method of accounting.



                                                  Increase (Decrease)
                                                         2008
       (In millions)                        1Q     2Q     3Q     4Q     YTD
       Mainline
       Effect of accounting change         $(54)  $(35)  $(11)  $(39)  $(139)
       Effect of expiration period change     -      -      -      -       -
       Total Mainline                       (54)   (35)   (11)   (39)   (139)

       Regional Affiliates
       Effect of accounting change          (11)    (7)    (1)    (9)    (28)
       Effect of expiration period change     -      -      -      -       -
       Total Regional Affiliates            (11)    (7)    (1)    (9)    (28)

       Consolidated
       Effect of accounting change          (65)   (42)   (12)   (48)   (167)
       Effect of expiration period change     -      -      -      -       -
       Total Consolidated                  $(65)  $(42)  $(12)  $(48)  $(167)


                                                   Increase (Decrease)
                                                         2007
       (In millions)                         1Q     2Q     3Q     4Q     YTD
       Mainline
       Effect of accounting change         $(113)  $(37)  $(30)  $(50)  $(230)
       Effect of expiration period change     23     39     42    100     204
       Total Mainline                        (90)     2     12     50     (26)

       Regional Affiliates
       Effect of accounting change           (22)    (9)    (5)   (11)    (47)
       Effect of expiration period change      5      8      8     21      42
       Total Regional Affiliates             (17)    (1)     3     10      (5)

       Consolidated
       Effect of accounting change          (135)   (46)   (35)   (61)   (277)
       Effect of expiration period change     28     47     50    121     246
       Total Consolidated                  $(107)    $1    $15    $60    $(31)



                         CONSOLIDATED NOTES (UNAUDITED)

(8) Pursuant to SEC Regulation G, the Company has included the following

        reconciliation of reported non-GAAP financial measures to comparable
        financial measures reported on a GAAP basis. Further, the Company
        believes that excluding fuel costs from certain measures is useful to
        investors because it provides an additional measure of management's
        performance excluding the effects of a significant cost item over
        which management has limited influence.  The Company also believes
        that adjusting for impairments and other charges is useful to
        investors because they are non-recurring income and/or charges that
        are not indicative of the Company's on-going performance.

        The forecasted fuel amounts shown below were estimated based on
        forecasted jet fuel prices, including estimated hedge impacts, of
        $1.83 per gallon and $1.87 per gallon for the first quarter and the
        full year of 2009, respectively.



                                          Three Months Ending
                                               March 31,
                                           2009 Estimate  2008         YOY
       Operating expense per ASM - CASM     Low   High   Actual     % Change
        (cents) (i)

       Mainline operating expense             -      -   12.67       -      -
       Less: profit sharing programs          -      -       -       -      -
       Mainline excluding profit sharing
        programs                          11.38  11.46   12.67   (10.2)  (9.6)
       Less: fuel expense & cost of third
        party sales - UAFC                (2.97) (2.97)  (4.57)  (35.0) (35.0)
       Mainline excluding profit sharing,
        fuel & UAFC                        8.41   8.49    8.10     3.8    4.8
       Add (less): impairments and other
        charges and special items             -      -   (0.01)      -      -
       Mainline excluding profit sharing,
        fuel, UAFC, impairments and other
        charges and special items          8.41   8.49    8.09     4.0    5.0

       Consolidated operating expense         -      -   13.41       -      -
       Less: profit sharing programs          -      -       -       -      -
       Consolidated excluding profit
        sharing programs                  12.04  12.13   13.41   (10.2)  (9.5)
       Less: fuel expense & cost of third
        party sales - UAFC                (3.13) (3.13)  (4.83)  (35.2) (35.2)
       Consolidated excluding profit
        sharing, fuel & UAFC               8.91   9.00    8.58     3.8    4.9
       Add (less): impairments and other
        charges and special items             -      -   (0.01)     -       -
       Consolidated excluding fuel, UAFC,
        impairments and other charges and
        special items                      8.91   9.00    8.57     4.0    5.0



                                        Twelve Months Ending
                                            December 31,
                                         2009 Estimate 2008            YOY
       Operating expense per ASM - CASM   Low   High  Actual        % Change
        (cents) (i)

       Mainline operating expense            -      -  15.74         -      -
       Less: profit sharing programs         -      -  (0.04)        -      -
       Mainline excluding profit sharing
        programs                         11.17  11.25  15.70     (28.9) (28.3)
       Less: fuel expense & cost of
        third party sales - UAFC         (3.02) (3.02) (5.68)    (46.8) (46.8)
       Mainline excluding profit
        sharing, fuel & UAFC              8.15   8.23  10.02     (18.7) (17.9)
       Add (less): impairments and other
        charges and special items            -      - (2.07)         -      -
       Mainline excluding profit
        sharing, fuel, UAFC, impairments
        and other charges and special
        items                             8.15   8.23   7.95       2.5    3.5

       Consolidated operating expense        -      -  16.20         -      -
       Less: profit sharing programs         -      -  (0.03)        -      -
       Consolidated excluding profit
        sharing programs                 11.84  11.92  16.17     (26.8) (26.3)
       Less: fuel expense & cost of
        third party sales - UAFC         (3.22) (3.22) (5.91)    (45.5) (45.5)
       Consolidated excluding profit
        sharing, fuel & UAFC              8.62   8.70  10.26     (16.0) (15.2)
       Add (less): impairments and other
        charges and special items            -      -  (1.85)        -      -
       Consolidated excluding fuel,
        UAFC, impairments and other
        charges and special items         8.62   8.70   8.41       2.5    3.5

(i) CASM also excludes the impact of future special items and other

        charges, including profit sharing, as these items are unknown and
        cannot be predicted with certainty.


(9) The table below details the Company's hedge positions as of January

        16, 2009.


                                                                 Average Price
                                  % of Expected   % of Expected  Where Payment
                                   Consolidated      Mainline     Obligations
    Hedging Instrument              Consumption(i)  Consumption(i)    Stop
    1st Quarter 2009
    Calls                               18%             21%           N/A
    Collars                              9% (10%)       11% (12%)     N/A
    3-Way Collars                       25% (29%)       30% (35%)     N/A
    4-Way Collars                        2%              2%       $63 bbl
    1st Quarter 2009 Total              54%             64%           N/A

1st Quarter 2009 Purchased Puts to

     Cap Downside
    Purchased Puts                      35%             42%           $57

    Full Year 2009
    Calls                               12%             14%           N/A
    Collars                              5%  (6%)        6%  (7%)     N/A
    3-Way Collars                       18% (22%)       22% (26%)     N/A
    4-Way Collars                        1%              2%       $63 bbl
    Full Year 2009 Total                36%             44%           N/A

Full Year 2009 Purchased Puts to

     Cap Downside
    Purchased Puts                      17%             20%           $54


                                Average Price    Average Price   Average Price
                                Where Payment        Where           Where
                                 Obligations       Protection      Protection
    Hedging Instrument              Begin            Begins           Ends
    1st Quarter 2009
    Calls                               N/A         $77 bbl(ii)       N/A

    Collars                        $109 bbl        $118 bbl           N/A
    3-Way Collars                  $104 bbl        $118 bbl      $143 bbl
    4-Way Collars                   $78 bbl         $95 bbl      $135 bbl
    1st Quarter 2009 Total         $104 bbl        $104 bbl           N/A

1st Quarter 2009 Purchased

     Puts to Cap Downside
    Purchased Puts

    Full Year 2009
    Calls                               N/A         $76 bbl(iii)      N/A
    Collars                        $111 bbl        $123 bbl           N/A
    3-Way Collars                  $102 bbl        $117 bbl      $147 bbl
    4-Way Collars                   $78 bbl         $95 bbl      $135 bbl
    Full Year 2009 Total           $103 bbl        $104 bbl           N/A

Full Year 2009 Purchased Puts to

Cap Downside

Purchased Puts

(i) Percent of expected mainline and consolidated consumption represents

          the notional amount of purchased calls in the hedge structures.
          Certain 3-way collars and collars included in the table above have
          sold puts with twice the notional amount of the purchased calls.
          The percent in parentheses represent the notional amount of sold
          puts in these hedge structures.

(ii) Call position average includes the following two groupings of

positions: 9% of consolidated consumption with protection beginning

at $106 per barrel; and 9% of consolidated consumption beginning at

$50 per barrel.

(iii) Call position average includes the following two groupings of

          positions: 5% of consolidated consumption with protection beginning
          at $106 per barrel; and 7% of consolidated consumption beginning at
          $53 per barrel.


(10) The table below outlines the Company's estimated collateral

         provisions at various crude oil prices, based on the hedge portfolio
         as of January 16, 2009.



                                              Approximate Change in
                                            Cash Collateral For Each
         Price of Crude Oil,                $5 per Barrel Change in the
        in Dollars per Barrel                  Price of Crude Oil

             Above $105                       No Collateral Required
     At or Above $85, but Below $105               $45 million
     At or Above $25, but Below $85                $60 million
              Below $25                            $40 million

For example, using the table above, at an illustrative $35 per barrel the

Company's January 16, 2009, required collateral provision to its

derivative counterparties would be approximately $780 million.



                   UAL CORPORATION AND SUBSIDIARY COMPANIES
                    (Mainline and Regional Affiliates (a))

                                            Three Months Ended
                                                December 31,            %
                                              2008       2007         Change

Mainline revenue passengers (In

     thousands)                              14,147     16,042         (11.8)

    Revenue passenger miles  - RPM (In
     millions)
      Mainline                               24,517     27,890         (12.1)
      Regional affiliates                     3,003      3,013          (0.3)
        Consolidated                         27,520     30,903         (10.9)

Available seat miles - ASM (In

     millions)
      Mainline                               30,857     34,949         (11.7)
      Regional affiliates                     3,959      3,999          (1.0)
        Consolidated                         34,816     38,948         (10.6)

Passenger load factor (percent)

      Mainline                                 79.5       79.8      (0.3) pt.
      Regional affiliates                      75.9       75.3       0.6 pt.
        Consolidated                           79.0       79.3      (0.3) pt.

Consolidated operating breakeven

     passenger load factor (percent)           94.5       80.5      14.0 pt.

Passenger revenue per passenger mile

- Yield (cents) [See Note 5a]

      Mainline adjusted                       13.88      13.57           2.3
      Mainline adjusted for Mileage Plus      14.04      13.40           4.8
      Regional affiliates                     25.04      25.39          (1.4)

Regional affiliates adjusted for

       Mileage Plus                           25.34      25.06           1.1
        Consolidated adjusted                 15.09      14.73           2.4

Consolidated adjusted for Mileage

         Plus                                 15.27      14.53           5.1

Passenger revenue per available seat

mile - PRASM (cents) [See Note 5b]

      Mainline                                11.06      10.86           1.8
      Mainline adjusted for Mileage Plus      11.19      10.72           4.4
      Regional affiliates                     18.99      19.13          (0.7)

Regional affiliates adjusted for

       Mileage Plus                           19.22      18.88           1.8
        Consolidated                          11.96      11.71           2.1

Consolidated adjusted for Mileage

         Plus                                 12.10      11.56           4.7

Operating revenue per available seat

mile - RASM (cents) [See Note 5c]

      Mainline                                12.30      12.20           0.8
      Mainline adjusted for Mileage Plus      12.43      12.06           3.1
      Regional affiliates                     18.99      19.13          (0.7)

Regional affiliates adjusted for

       Mileage Plus                           19.22      18.88           1.8
        Consolidated                          13.06      12.91           1.2

Consolidated adjusted for Mileage

         Plus                                 13.20      12.76           3.4

Operating expense per available seat

mile - CASM (cents) [See Note 5g]

      Mainline                                14.97      12.39          20.8

Mainline excluding impairments,

special items, other charges and

non-cash, net mark-to-market (gains)

       losses                                 12.91      12.41           4.0

Mainline excluding impairments, other

       special items, fuel & UAFC              8.41       8.28           1.6
      Regional affiliates                     18.69      19.13          (2.3)
        Consolidated                          15.39      13.08          17.7
        Consolidated excluding
         impairments, special items,
         other charges and non-cash,
         net mark-to-market (gains)
         losses                               13.57      13.10           3.6
        Consolidated excluding
         impairments, other special
         items, fuel & UAFC                    8.87       8.72           1.7

Mainline unit earnings (loss)

     (cents) (b)                              (2.67)     (0.19)           NM

Mainline unit earnings excluding

impairments, special items and other

charges (including non-cash, net

mark-to-market (gains) losses), fuel

     & UAFC (cents) (b)                        3.89       3.92          (0.8)

Number of aircraft in operating fleet

     at end of period
      Mainline                                  409        460         (11.1)
      Regional affiliates                       280        279           0.4
        Consolidated                            689        739          (6.8)

Other Mainline Statistics

Mainline average price per gallon of

     jet fuel (cents)                         374.3      253.0          47.9

Mainline average price per gallon of

jet fuel excluding non-cash, net

mark-to-market (gains) losses

     (cents)                                  282.9      254.2          11.3

Average full-time equivalent

     employees (thousands)                     45.9       51.7         (11.2)

Mainline ASMs per equivalent employee

     - productivity (thousands)                 672        676          (0.6)
    Average stage length (in miles)           1,400      1,381           1.4

Fleet utilization (in hours and

     minutes)                                 10:05      10:42          (5.8)

(a) Mainline includes United Air Lines, Inc. scheduled and chartered jet

operations. Regional affiliates include operations from regional

carriers with whom the Company has entered into capacity purchase

agreements to provide jet and turboprop operations branded as United

Express.

(b) Unit earnings are calculated as RASM minus CASM.

NM - Not meaningful



                   UAL CORPORATION AND SUBSIDIARY COMPANIES
                    (Mainline and Regional Affiliates (a))

                                           Twelve Months Ended
                                               December 31,             %
                                              2008       2007         Change

Mainline revenue passengers (In

     thousands)                              63,149     68,386         (7.7)

    Revenue passenger miles  - RPM (In
     millions)
      Mainline                              110,061    117,399         (6.3)
      Regional affiliates                    12,155     12,649         (3.9)
        Consolidated                        122,216    130,048         (6.0)

Available seat miles - ASM (In

     millions)
      Mainline                              135,861    141,890         (4.2)
      Regional affiliates                    16,164     16,301         (0.8)
        Consolidated                        152,025    158,191         (3.9)

Passenger load factor (percent)

      Mainline                                 81.0       82.7    (1.7) pt.
      Regional affiliates                      75.2       77.6    (2.4) pt.
        Consolidated                           80.4       82.2    (1.8) pt.

Consolidated operating breakeven

     passenger load factor (percent)           99.8       77.6     22.2 pt.

Passenger revenue per passenger mile

- Yield (cents) [See Note 5a]

      Mainline adjusted                       13.89      12.99          6.9

Mainline adjusted for special items 13.89 12.95 7.3

Mainline adjusted for special items

       and Mileage Plus                       14.02      12.98          8.0
      Regional affiliates                     25.49      24.28          5.0

Regional affiliates adjusted for

       special items                          25.49      24.22          5.2

Regional affiliates adjusted for

special items and Mileage Plus 25.72 24.25 6.1

        Consolidated adjusted                 15.05      14.08          6.9

Consolidated adjusted for special

         items                                15.05      14.05          7.1

Consolidated adjusted for special

         items and Mileage Plus               15.18      14.07          7.9

Passenger revenue per available seat

mile - PRASM (cents) [See Note 5b]

      Mainline                                11.29      10.78          4.7

Mainline adjusted for special items 11.29 10.75 5.0

Mainline adjusted for special items

       and Mileage Plus                       11.39      10.77          5.8
      Regional affiliates                     19.17      18.84          1.8

Regional affiliates adjusted for

       special items                          19.17      18.79          2.0

Regional affiliates adjusted for

special items and Mileage Plus 19.34 18.82 2.8

        Consolidated                          12.13      11.61          4.5

Consolidated adjusted for special

         items                                12.13      11.58          4.7

Consolidated adjusted for special

         items and Mileage Plus               12.24      11.60          5.5

Operating revenue per available seat

mile - RASM (cents) [See Note 5c]

      Mainline                                12.58      12.03          4.6

Mainline adjusted for special items 12.58 12.01 4.7

Mainline adjusted for special items

       and Mileage Plus                       12.69      12.02          5.6
      Regional affiliates                     19.17      18.84          1.8

Regional affiliates adjusted for

       special items                          19.17      18.79          2.0

Regional affiliates adjusted for

special items and Mileage Plus 19.34 18.82 2.8

        Consolidated                          13.28      12.73          4.3

Consolidated adjusted for special

         items                                13.28      12.70          4.6

Consolidated adjusted for special

         items and Mileage Plus               13.39      12.72          5.3

Operating expense per available seat

mile - CASM (cents) [See Note 5g]

      Mainline                                15.74      11.39         38.2

Mainline excluding impairments,

special items, other charges and

non-cash, net mark-to-market (gains)

       losses                                 13.26      11.44         15.9

Mainline excluding impairments, other

       special items, fuel & UAFC              7.99       7.87          1.5
      Regional affiliates                     20.09      18.04         11.4
        Consolidated                          16.20      12.08         34.1
        Consolidated excluding
         impairments, special items,
         other charges and non-cash,
         net mark-to-market (gains)
         losses and other special items       13.98      12.12         15.3
        Consolidated excluding
         impairments, other special
         items, fuel & UAFC                    8.45       8.34          1.3

Mainline unit earnings (loss)

     (cents) (b)                              (3.16)      0.64            -

Mainline unit earnings excluding

special revenue items, impairments,

special items and other charges

(including non-cash, net mark-to-

market (gains) losses), fuel & UAFC

     (cents) (b)                               4.59       4.14         10.9

Number of aircraft in operating fleet

     at end of period
      Mainline                                  409        460        (11.1)
      Regional affiliates                       280        279          0.4
        Consolidated                            689        739         (6.8)

Other Mainline Statistics

Mainline average price per gallon of

     jet fuel (cents)                         353.9      218.3         62.1

Mainline average price per gallon of

jet fuel excluding non-cash, net

mark-to-market (gains) losses

     (cents)                                  327.9      219.2         49.6

Average full-time equivalent

     employees (thousands)                     49.6       51.6         (3.9)

Mainline ASMs per equivalent employee

     - productivity (thousands)               2,739      2,750         (0.4)
    Average stage length (in miles)           1,402      1,371          2.3

Fleet utilization (in hours and

     minutes)                                 10:42      11:00         (2.7)

(a) Mainline includes United Air Lines, Inc. scheduled and chartered jet

operations. Regional affiliates include operations from regional

carriers with whom the Company has entered into capacity purchase

agreements to provide jet and turboprop operations branded as United

Express.

(b) Unit earnings are calculated as RASM minus CASM.

NM - Not meaningful

SOURCE UAL Corporation

CONTACT: Worldwide Press Office of UAL Corporation, +1-312-997-8640





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