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UAL Corporation Reports Third Quarter 2009 Results
Reported Operating Profit, Narrowed Loss and Enhanced Liquidity

CHICAGO, Oct. 20 /PRNewswire-FirstCall/ -- UAL Corporation (Nasdaq: UAUA), the holding company whose primary subsidiary is United Airlines, reported results for the third quarter ended Sept. 30, 2009. The company:

    --  Reported a net loss of $63 million, or $0.43 per basic share, excluding
        non-cash, net mark-to-market hedge gains and certain accounting charges
        as outlined in note 6 of the attached statement of consolidated
        operations, narrowing its net loss by $202 million compared to the third
        quarter of 2008.  The company reported a GAAP net loss of $57 million,
        or $0.39 per basic share.
    --  Reported a year-over-year decline in consolidated passenger revenue per
        available seat mile (PRASM) of 14.7%, a 2.5-percentage-point improvement
        compared to the 17.2% decline in the second quarter of 2009.
    --  Delivered a third consecutive quarter of non-fuel unit cost reduction,
        with mainline unit cost per available seat mile (CASM) for the quarter
        down 1.6% year-over-year, excluding fuel and certain accounting charges,
        despite a reduction in mainline capacity of 8.2% year-over-year.
        Mainline CASM, including fuel and excluding non-cash, net mark-to-market
        fuel hedge gains and certain accounting charges, was down 20.3%
        year-over-year.  GAAP mainline unit cost, including these items, was
        down 24.8%.
    --  Closed the quarter with total cash of $2.8 billion, unrestricted cash of
        more than $2.5 billion, and restricted cash of $309 million.
    --  Completed financings totaling more than $1.5 billion, including $270
        million in the third quarter and nearly $1.3 billion early in the fourth
        quarter, raising roughly $1 billion in new liquidity.  Through these
        financings, the company also reduced its debt and net capital lease
        obligations for 2010 by $215 million and for 2011 by $100 million.
    --  As a part of the $1.3 billion in early fourth quarter financings, the
        company completed a $129 million financing with SkyWest, Inc., one of
        its regional flying partners.  The agreement includes a contract
        extension on 40 existing aircraft as well as commitments for a small
        number of additional aircraft.
    --  Ranked No. 2 in on-time arrivals among the major network carriers
        year-to-date through September, trailing the leader by less than one
        half of one percentage point.

    --  Continued to improve the quality of its products and services, with
        customer satisfaction scores significantly improving across the board
        compared to last year.

"Against a challenging environment, our people are delivering improvements across the business. With the work we have done and the strength of our network, we are poised to see better year-over-year unit revenue performance as economies begin to recover and business travel returns," said Glenn Tilton, UAL Corporation chairman, president and CEO. "We are again demonstrating that we can improve customer satisfaction and on-time performance even while reducing our unit costs."

Unit Revenue Pressure Moderates From Second Quarter 2009

For the third quarter, consolidated PRASM declined 14.7%, an improvement of 2.5 percentage points compared to the second quarter of 2009. Consolidated yield declined 17.1% and consolidated load factor increased 2.5 points year-over-year. During the quarter, the company recorded a favorable $36 million adjustment to revenue due to certain tax adjustments.


                           3Q 2009   Passenger
                          Passenger   Revenue %   PRASM %     ASM(1) %
                           Revenue   Inc./(Dec.) Inc./(Dec.) Inc./(Dec.)
    Geographic Area       (millions) vs. 3Q 2008 vs. 3Q 2008 vs. 3Q 2008
    ---------------       ---------- ---------- ---------- ----------
    Domestic               $1,951     (22.9%)    (14.2%)    (10.2%)

    Pacific                   606     (30.0%)    (23.9%)     (7.9%)
    Atlantic                  635     (16.3%)    (16.1%)     (0.3%)
    Latin America              75     (40.2%)    (26.7%)    (18.4%)
                          ---------- ---------- ---------- ----------
    International          $1,316     (24.8%)    (20.3%)     (5.6%)

    Mainline               $3,267     (23.7%)    (16.8%)     (8.2%)

    Regional
     Affiliates               844       1.2%     (12.3%)     15.3%
                          ---------- ---------- ---------- ----------

    Consolidated           $4,111     (19.6%)    (14.7%)     (5.7%)

    (1) ASM: Available Seat Miles

Cargo revenue for the quarter decreased 43% year-over-year as a result of lower volumes and continued pressure on yields due to the weak economy. United's significant presence in the Pacific export markets, which have been particularly impacted by the weakness in the global economy, continues to disproportionately affect its cargo revenue.

Non-Fuel Unit Costs Declined Year-Over-Year for the Third Consecutive Quarter

Total consolidated expense, including fuel, was down $1.4 billion year-over-year in the third quarter, excluding non-cash, net mark-to-market hedge gains and certain accounting charges. Consolidated expense, excluding fuel and certain accounting charges, was down $214 million or 6.7%, as the company continued its success in reducing costs as capacity declined. Total GAAP consolidated expense, including these items, was down $1.7 billion for the quarter.

Mainline CASM, excluding fuel and certain accounting charges, decreased 1.6% in the third quarter, despite an 8.2% decline in mainline capacity. This CASM reduction is about one percentage point better than the guidance provided by the company in September.

Consolidated CASM, excluding fuel and certain accounting charges, decreased 1.0% despite a 5.7% decline in consolidated capacity. GAAP mainline and consolidated CASM, including these items, was down 24.8% and 23.9% respectively, compared to the year-ago quarter.

Fuel Hedge Collateral Returns Offset Cash Hedge Losses

The company recorded $131 million in cash losses on fuel hedges that settled in the quarter. In addition, the company also recorded non-cash, net mark-to-market gains on its fuel hedges of $59 million. The cash losses on the contracts that settled during the quarter were offset by $123 million in cash collateral that was returned during the quarter. The table below details hedge impacts for the quarter:


    Fuel Hedge Impacts                   Three Months Ending Sept. 30, 2009
                                                   (in millions)

                                                     Included
                                        Included      in Non-
                                         in Fuel     Operating
                                         Expense      Expense        Total
                                         -------      -------        ------
    Non-Cash Net Mark-to-Market
     Net Gain                             $25           $34           $59
    Cash Net Loss on Settled
     Contracts                            (92)          (39)         (131)
                                         -------      -------        ------
    Total Recorded Net Loss              $(67)          $(5)         $(72)

    Return of Hedge Collateral                                       $123

For the fourth quarter, the company has hedged 55% of its estimated consolidated fuel consumption at an average price of $75 per barrel. Excluding the legacy positions put in place in 2008, the company has hedged 43% of estimated consumption at an average price of $63 per barrel. For the full year 2010, the company has hedged 16% of its estimated consolidated fuel consumption at an average price of $74 per barrel, including hedge coverage of 43% of estimated first quarter 2010 consumption at an average price of $74 per barrel.

Raised $1.5 Billion in New Financing, Including Nearly $1.0 Billion in New Liquidity

The company ended the quarter with a total cash balance of $2.8 billion, an unrestricted cash balance of more than $2.5 billion and restricted cash of $309 million.

The company raised approximately $270 million in the third quarter including $155 million from the spare parts financing previously announced in July 2009, $27 million from issuances of common equity to complete the December 2008 offering, $70 million from aircraft secured financings and approximately $20 million from asset sales.

Early in the fourth quarter, the company raised an additional $1.3 billion. This includes $345 million from a convertible debt offering, $138 million from the issuance of common equity, $129 million from a financing with SkyWest, Inc., and $659 million from refinancing an enhanced equipment trust certificate (EETC), resulting in $90 million of incremental liquidity between closing and repayment of the existing secured notes. In addition to generating incremental liquidity, the EETC refinancing also reduced the company's debt amortization for 2010 by $215 million and for 2011 by $100 million.

During the third quarter, the company generated $56 million of positive operating cash flow and $4 million of negative free cash flow, defined as operating cash flow less capital expenditures. The company had scheduled debt and net capital lease payments of $264 million during the third quarter and non-aircraft capital expenditures of $60 million.

"We have made significant progress relative to last year, reporting an operating profit of $123 million excluding charges, and generating what we believe will again be leading cost control among our peers, reducing our mainline unit costs even as we reduce capacity," said Kathryn Mikells, UAL Corporation's chief financial officer. "We continue to take action to improve our liquidity, and after successfully executing about $1.5 billion in transactions over the last four months, our unrestricted cash balance today stands at more than $3.1 billion, with only about $90 million in debt payments remaining this year."

Strong On-Time Performance and Customer Satisfaction Improvements Continue

United ranked second among the five U.S. network carriers in year-to-date 2009 on-time arrival performance through September, falling just one half of one percentage point behind the No. 1 spot. For the third quarter of 2009, United ranked third in on-time arrival performance, trailing the top spot by less than one percentage point.

The company continues to improve its key customer satisfaction measures among its best customers, with a significant improvement for the fourth consecutive quarter. Improvements were achieved across the travel experience, including aircraft cleanliness, seat and entertainment product workability, and employee courtesy.

Business Highlights

    --  UAL Corporation announced that Jane C. Garvey, former administrator of
        the Federal Aviation Administration, has joined the UAL Board of
        Directors.
    --  United announced it will be moving its Operations Center to Willis Tower
        in downtown Chicago. The City of Chicago and United have agreed to an
        economically viable incentive program that will ensure the city is
        competitive with other locations and that will make financial sense for
        United.  The package, including tax incentives, grants and job training
        programs, will be used to offset United's capital and facility build-out
        costs.
    --  United announced that it will begin offering unlimited domestic upgrades
        to Mileage Plus members with elite status starting in the second quarter
        of 2010.  In addition, Mileage Plus frequent flyers may now use their
        miles to book hotel stays worldwide and car rentals in the United States
        and Canada through a simple online booking process at
        united.com/hotelandcarawards.
    --  United announced the introductory launch of Premier Baggage, the latest
        addition to the Travel Options by United(SM) portfolio, enabling
        customers to pay a flat price to check two standard bags at no
        additional cost every time they fly on a United- or United
        Express-operated flight in a year.

    --  United completed conversion of all of its B747s and B767s to its new
        international premium class configuration.  Beginning in February 2010,
        the company will begin conversion of its B777s.

2009 Outlook

The company expects mainline CASM, excluding fuel, profit sharing and certain accounting charges for the full year 2009 to be down 0.5% to flat year-over-year. Since the company's original guidance in January, it has reduced its projected full year mainline non-fuel costs by more than $350 million.

The company expects scheduled debt and capital lease payments of $215 million and capital expenditures of approximately $70 million for the fourth quarter 2009. Complete details on United's outlook can be found in the Investor Update, available at united.com/ir.

Questions & Answers

Additional information can be found in the Q&A section of this release, beginning on page 8.

About United

United Airlines (Nasdaq: UAUA) operates approximately 3,300* 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 916 destinations in 160 countries worldwide. United's 47,000 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 forward-looking flight schedule for October 2009 to October 2010

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this release are forward-looking and thus reflect our 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 our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as "expects," "will," "plans," "anticipates," "indicates," "believes," "forecast," "guidance," "outlook" and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: our ability to comply with the terms of our amended credit facility and other financing arrangements; the costs and availability of financing; our ability to maintain adequate liquidity; our ability to execute our operational plans; our ability to control our costs, including realizing benefits from our resource optimization efforts and cost reduction initiatives; our ability to utilize our net operating losses; our ability to attract and retain customers; demand for transportation in the markets in which we operate; an outbreak of a disease that affects travel demand or travel behavior; demand for travel and the impact the economic recession has on customer travel patterns; the increasing reliance on enhanced video-conferencing and other technology as a means of conducting virtual meetings; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aviation fuel and refining capacity in relevant markets); our ability to cost-effectively hedge against increases in the price of aviation fuel; any potential realized or unrealized gains or losses related to fuel or currency hedging programs; the effects of any hostilities, act of war or terrorist attack; the ability of other air carriers with whom we have alliances or partnerships to provide the services contemplated by our respective arrangements with such carriers; the costs and availability of aviation and other insurance; the costs associated with security measures and practices; industry consolidation; competitive pressures on pricing and on demand; capacity decisions of United and/or our competitors; U.S. or foreign governmental legislation, regulation and other actions (including open skies agreements); labor costs, our ability to maintain satisfactory labor relations and the results of the collective bargaining agreement process with our union groups; any disruptions to operations due to any potential actions by our labor groups; weather conditions; and other risks and uncertainties, including those set forth under the caption "Risk Factors" in Item 1A. of the 2008 Annual Report, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission ("SEC"). Consequently, forward-looking statements should not be regarded as representations or warranties by UAL or United that such matters will be realized.


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

                                              Three Months Ended       %
                                                 September 30,      Increase/
      (In accordance with GAAP)                 2009         2008  (Decrease)
                                                ----         ----  ----------
                                                         As Adjusted
                                                           (Note 2)
    Operating revenues:
      Passenger - United Airlines              $3,267       $4,280     (23.7)
      Passenger - Regional Affiliates             844          834       1.2
      Cargo                                       125          219     (42.9)
      Other operating revenues                    197          232     (15.1)
                                                  ---          ---
                                                4,433        5,565     (20.3)
                                                -----        -----
    Operating expenses:
      Aircraft fuel (Notes 4 and 6)             1,064        2,461     (56.8)
      Salaries and related costs (Note 6)         954        1,037      (8.0)
      Regional affiliates (a)                     775          882     (12.1)
      Purchased services                          279          327     (14.7)
      Aircraft maintenance materials and
       outside repairs                            253          256      (1.2)
      Landing fees and other rent                 226          222       1.8
      Depreciation and amortization (Note 6)      220          234      (6.0)
      Distribution expenses                       145          181     (19.9)
      Aircraft rent                                88          115     (23.5)
      Cost of third party sales                    59           75     (21.3)
      Other impairments and special items
       (Note 6)                                    43           (9)        -
      Other operating expenses (Note 6)           239          275     (13.1)
                                                  ---          ---
                                                4,345        6,056     (28.3)
                                                -----        -----

    Earnings (loss) from operations                88         (491)        -

    Other income (expense):
      Interest expense                           (146)        (144)      1.4
      Interest income                               3           24     (87.5)
      Interest capitalized                          3            6     (50.0)
      Miscellaneous, net (Note 6)                 (10)        (186)    (94.6)
                                                  ---         ----
                                                 (150)        (300)    (50.0)

    Loss before income taxes and equity in
     earnings of affiliates                       (62)        (791)    (92.2)
    Income tax expense (benefit) (Note 6)          (4)           2         -
                                                   --            -

    Loss before equity in earnings of affiliates  (58)        (793)    (92.7)
    Equity in earnings of affiliates, net of tax    1            1         -
                                                  ---          ---
    Net loss                                     $(57)       $(792)    (92.8)
                                                 ====        =====


    Loss per share, basic and diluted          $(0.39)      $(6.22)
                                               ======       ======

    Weighted average shares, basic and diluted  145.6        127.3

    See accompanying notes.

    (a)  Regional affiliates expense includes regional aircraft rent
         expense.  See Note 3 for more information.



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

                                               Nine Months Ended        %
                                                  September 30,      Increase/
      (In accordance with GAAP)                  2009         2008  (Decrease)
                                                 ----         ----  ----------
                                                          As Adjusted
                                                            (Note 2)
    Operating revenues:
      Passenger - United Airlines              $8,909      $11,924     (25.3)
      Passenger - Regional Affiliates           2,252        2,346      (4.0)
      Cargo                                       370          674     (45.1)
      Other operating revenues                    611          703     (13.1)
                                                  ---          ---
                                               12,142       15,647     (22.4)
                                               ------       ------
    Operating expenses:
      Salaries and related costs (Note 6)       2,838        3,262     (13.0)
      Aircraft fuel (Notes 4 and 6)             2,528        5,884     (57.0)
      Regional affiliates (a)                   2,154        2,508     (14.1)
      Purchased services (Note 6)                 852        1,047     (18.6)
      Aircraft maintenance materials
       and outside repairs                        718          868     (17.3)
      Landing fees and other rent                 676          651       3.8
      Depreciation and amortization (Note 6)      675          670       0.7
      Distribution expenses                       402          558     (28.0)
      Aircraft rent                               265          314     (15.6)
      Cost of third party sales                   172          204     (15.7)
      Goodwill impairment (Note 6)                  -        2,277    (100.0)
      Other impairments and special items
       (Note 6)                                   250          214      16.8
      Other operating expenses (Note 6)           699          816     (14.3)
                                                  ---          ---
                                               12,229       19,273     (36.5)
                                               ------       ------

    Loss from operations                          (87)      (3,626)    (97.6)

    Other income (expense):
      Interest expense                           (415)        (428)     (3.0)
      Interest income                              15          100     (85.0)
      Interest capitalized                          8           16     (50.0)
      Miscellaneous, net (Note 6)                  19         (177)        -
                                                   --         ----
                                                 (373)        (489)    (23.7)

    Loss before income taxes and equity
     in earnings of affiliates                   (460)      (4,115)    (88.8)
    Income tax benefit (Note 6)                   (46)         (30)     53.3
                                                  ---          ---

    Loss before equity in earnings
     of affiliates                               (414)      (4,085)    (89.9)
    Equity in earnings of affiliates,
     net of tax                                     3            4     (25.0)
                                                    -            -
    Net loss                                    $(411)     $(4,081)    (89.9)
                                                =====      =======

    Loss per share, basic and diluted          $(2.83)     $(32.62)
                                               ======      =======

    Weighted average shares, basic and diluted  145.1        125.2

    See accompanying notes.

    (a)  Regional affiliates expense includes regional aircraft rent
         expense.  See Note 3 for more information.

Questions & Answers

Q1: After the financing and refinancing activities over the last several months, what are 2010 debt and net capital lease obligations?

A1: The company's total debt and net capital lease obligations for 2010 will be approximately $900 million after recently announced transactions. This represents a reduction of approximately $200 million from prior disclosures for 2010 debt and net capital lease obligations.

Q2: How have United's efforts to generate ancillary revenue performed year-over-year?

A2: United has been a leader in the industry's move toward unbundling and generating new ancillary revenue streams through our Travel Options by United(SM) program which offers a number of new innovative products that provide customers with the choice to purchase products and services that offer added comfort, convenience and rewards. Ancillary revenue from these options and other fees has increased to a total of $289 million this quarter. These revenues consist of Travel Options products such as Economy Plus upsell, Premier Line, Premier Bags and Award Accelerator, as well as ticket change fees and first and second bag fees. On a per passenger basis, ancillary revenues and fees have increased by almost 13% this quarter compared to last year, to approximately $13 per passenger.

Q3: Which fees and ancillary revenues does United include in passenger revenue and which are included in other revenue? What impact did fees and ancillary revenues have in the quarter?

A3: There is not a consistent industry practice among airlines regarding the recording and classification of ancillary and other revenues. Some ancillary revenue products, such as premium seat upsell revenues, are consistently recorded by most airlines as passenger revenue. Certain other ancillary revenue products, such as first and second bag fees and ticketing and change fees, are classified by some other carriers in other revenue. For United, first and second bag fees and ticketing and change fees are recorded in passenger revenue. Increases in these fees resulted in a 0.9 percentage-point improvement in consolidated PRASM year-over-year.

Q4: What is the status of United's fleet modernization program?

A4: We are currently in the process of evaluating the proposals for fleet modernization from Airbus, Boeing and various engine manufacturers. We expect to make a decision soon on whether to pursue a potential order.

Q5: Can you provide additional commentary on line items in the income statement where there were significant year-over-year changes in non-fuel cost?

A5: Total non-fuel operating expense declined by $214 million year-over-year in the third quarter, excluding certain accounting charges, or 6.7%, as the company continued its efforts to reduce costs as capacity declined.

Excluding the $22 million impact from special items, salaries decreased $105 million, or 10.1%, as a result of capacity reductions and efficiency improvements across the company. Productivity improved by nearly 3% in the third quarter compared to last year, reflecting both our efforts to improve efficiencies on the front line as well as our previously announced reductions in management and staff.

Distribution expenses decreased $36 million, or 19.9%. The decrease in passenger revenue was the primary driver of distribution expense savings.

Aircraft rent expense decreased $27 million, or 23.5% due to reduced lease payments associated with the elimination of the B737 fleet.

Excluding the $11 million impact from special items, purchased services and other operating expenses decreased by a combined $73 million, or 12.1%, reflecting our continued focus on reducing costs in this challenging environment. We continue to achieve rate reductions for goods and services through the application of our strategic sourcing process, in areas from ground handling to hotels. We are also benefiting from improved operational reliability, which reduces the waste and disruption associated with delays and cancellations.

Q6: What is the composition of your unencumbered assets?

A6: As of Oct. 20, 2009, the company has more than $600 million in unencumbered assets, with roughly half of the value in aircraft and half in spare engines and other assets.

After the closing of our recent liquidity transactions, our unrestricted cash balance is well above the thresholds in our credit card processor agreements. As a result, we have recently notified our largest credit card processor that we will be terminating our non-cash collateral agreement with them. This action will add $800 million of aircraft collateral to our pool of unencumbered assets during the fourth quarter, bringing total unencumbered assets to almost $1.5 billion, with unencumbered aircraft of over $1.0 billion.

Q7: United has adjusted 2008 interest expense. What was the driver behind this adjustment?

A7: The FASB issued accounting guidance in May 2008 that is effective for fiscal years beginning after Dec. 15, 2008 (referred to as FSP APB 14-1). This new guidance primarily relates to convertible debt that includes a cash settlement option and requires retrospective application to prior period financial statements to the extent the debt was outstanding in those periods. The primary effect of FSP APB 14-1 is to require the company to record a debt discount equal to the difference between the issuance date fair value of the debt without the conversion option and the proceeds received upon debt issuance. The debt discount amortization results in incremental non-cash interest expense in 2006 through 2011. This change increased third quarter 2008 interest expense by $12 million, and increased third quarter 2009 interest expense by $14 million. For the full year, the adjustment increases 2008 interest expense by $48 million and 2009 interest expense by $55 million. All incremental interest expense impacts resulting from FSP APB 14-1 are non-cash charges and have no impact on United's financial covenant calculations.

Q8: Does the company expect to record income tax provisions or credits in 2009?

A8: Due to the application of accounting guidance issued by FASB for fiscal years beginning after Dec. 15, 2008 (referred to as FAS 141R), which changes the accounting treatment related to tax provisions in purchase accounting, the company expects to offset, through net income, future tax provisions or credits with changes to the valuation allowance. As a result of this treatment, the company expects to record a net zero tax rate, even in periods of profit, until such time as the valuation allowance is consumed or reversed. There may, from time to time, be modest impacts to income tax as a result of special or unusual charges, or as a result of items impacting Other Comprehensive Income. As a result of the company's significant Net Operating Loss balance, the company carries a $3.0 billion valuation allowance as of Sept. 30, 2009.



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

                     Three Months Ended       %     Nine Months Ended   %
    (In accordance      September 30,      Increase/  September 30,  Increase/
     with GAAP)         2009    2008      (Decrease) 2009      2008 (Decrease)
                     ------------------------------- -------------------------
    Cash flows
     provided
     (used) by
     operating
     activities (a)    $56     $(387)        -      $878     $(250)       -

    Cash flows
     provided
     (used) by
     investing
     activities:
      Net sales
       of short-
      term
       investments       -         -         -         -     2,295   (100.0)
      Additions
       to property,
      equipment and
       deferred
       software        (60)     (117)    (48.7)     (230)     (384)   (40.1)
      (Increase)
       decrease in
       restricted
       cash            (57)      407         -       (37)      508        -
      Proceeds
       from asset
       sale-leasebacks  41        59     (30.5)      135        59    128.8
      Proceeds
       from
       litigation
       on advance
       deposits          -         -         -         -        41   (100.0)
      Proceeds from
       the sale of
       property and
       equipment        31        29       6.9        77        43     79.1
      Other, net         2         1     100.0         3        14    (78.6)
                     -----     -----               -----     -----
                       (43)      379         -       (52)    2,576        -
                     -----     -----               -----     -----

    Cash flows
     provided
     (used) by
     financing
     activities:
      Repayment of
     Credit Facility    (9)       (9)        -       (18)      (18)       -
      Repayment
     of other debt    (229)     (187)     22.5      (615)     (538)    14.3
      Special
       distribution
       to common
       shareholders      -        (2)   (100.0)        -      (253)  (100.0)
      Principal
       payments
       under
       capital leases  (26)       (9)    188.9      (129)     (209)   (38.3)
      Decrease in
       capital
       lease
       deposits          -         -         -        22       154    (85.7)
      Increase in
       deferred
       financing
       costs            (5)       (7)    (28.6)       (9)     (118)   (92.4)
      Proceeds
       from
       issuance of
       long-term
       debt            187       253     (26.1)      321       337     (4.7)
      Proceeds from
       the issuance
       of common stock  27         -         -        90         -        -
      Other, net         1         1         -        (2)       (9)   (77.8)
                     -----     -----               -----     -----
                       (54)       40         -      (340)     (654)   (48.0)
                     -----     -----               -----     -----

    Increase (decrease)
     in cash
     and cash
     equivalents
     during
     the period        (41)       32         -       486     1,672    (70.9)
    Cash and cash
     equivalents
     at beginning
     of the period   2,566     2,899     (11.5)    2,039     1,259     62.0
                     -----     -----               -----     -----
    Cash and cash
     equivalents
     at end of
     the period     $2,525    $2,931     (13.9)   $2,525    $2,931    (13.9)
                    ======    ======              ======    ======




    Reconciliation of cash and cash equivalents to total cash and cash
    equivalents and restricted cash:

                          As of            %
                       September 30,    Increase/
                      2009       2008  (Decrease)
                      ----       ----
    Cash and cash
     equivalents    $2,525    $2,931     (13.9)
    Restricted cash    309       248      24.6
                     -----     -----
    Total cash and
     cash equivalents
     and restricted
     cash           $2,834    $3,179     (10.9)
                    ======    ======



    (a) See Note 6(h) for the Company's computation of free cash flow.


                         CONSOLIDATED NOTES (UNAUDITED)

    (1)  UAL Corporation ("UAL" or the "Company") is a holding company whose
         principal subsidiary is United Air Lines, Inc. ("United").

    (2)  On January 1, 2009, the Company adopted FASB Staff Position APB
         14-1: Accounting for Convertible Debt Instruments That May Be Settled
         in Cash upon Conversion (Including Partial Cash Settlement) ("FSP
         APB 14-1"). FSP APB 14-1 requires the issuer of certain convertible
         debt instruments that may be settled in cash (or other assets) on
         conversion to separately account for the liability (debt) and equity
         (conversion option) components of the instrument in a manner that
         reflects the issuer's non-convertible debt borrowing rate resulting
         in additional non-cash interest expense. FSP APB 14-1 requires
         retrospective application. The Company has two debt instruments with
         a combined principal amount of approximately $875 million that are
         impacted by FSP 14-1. The following financial statement line items
         for the three and nine months ended September 30, 2008 were affected
         by the adoption of this new accounting standard:



                        Three Months Ended              Nine Months Ended
                        September 30, 2008              September 30, 2008
    (In millions,
     except per        As        As     Effect of    As         As   Effect of
     share)         Reported  Adjusted    Change  Reported   Adjusted  Change
     ----------    -----------------------------------------------------------
    Interest
     expense        $(131)    $(144)     $(13)    $(392)    $(428)   $(36)
    Nonoperating
     expense         (287)     (300)      (13)     (453)     (489)    (36)
    Loss before
     income taxes
     and equity in
     earnings of
     affiliates      (778)     (791)      (13)   (4,079)   (4,115)    (36)
    Net loss         (779)     (792)      (13)   (4,045)   (4,081)    (36)
    Loss per share,
     basic and
     diluted        (6.13)    (6.22)    (0.09)   (32.34)   (32.62)  (0.28)



    In addition, the Company adopted FASB Staff Position No. EITF 03-6-1,
    Determining Whether Instruments Granted in Share-Based Payment
    Transactions are Participating Securities ("EITF 03-6-1") effective
    January 1, 2009, which also requires retrospective application. EITF
    03-6-1 clarifies that instruments granted in share-based payment
    transactions that are considered to be participating securities prior to
    vesting should be included in the earnings allocation under the two-class
    method of calculating earnings per share. The Company determined that its
    previously granted restricted shares are participating securities
    because the restricted shares participate in dividends. However, the
    impact of these shares was not included in the common shareholder basic
    loss per share computation in the 2009 or 2008 periods due to net losses
    in these periods.

    (3)  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 $111 million
         and $102 million for the three months ended September 30, 2009
         and 2008, respectively, and $327 million and $309 million for the
         nine months ended September 30, 2009 and 2008, respectively, which
         are included in regional affiliate expense in our Statements of
         Consolidated Operations.

    (4)  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              Nine Months Ended
     except per        September 30,       %          September 30,     %
     gallon)          2009      2008     Change      2009      2008   Change
                    ---------------------------    -------------------------
    Total mainline
     fuel expense   $1,064    $2,461     (56.8)     $2,528    $5,884  (57.0)
    Exclude impact
     of non-cash,
     net mark-to-market
     ("MTM") gains
     (losses)           25      (336)        -         521      (119)     -
                    -----------------              ------------------
    Mainline fuel
     expense excluding
     MTM (gains)
     losses          1,089     2,125     (48.8)      3,049     5,765  (47.1)
    Add: Regional
     affiliates fuel
     expense           222       377     (41.1)        564     1,010  (44.2)
                    -----------------              ------------------
    Consolidated fuel
     expense
     excluding
     MTM gains       1,311     2,502     (47.6)      3,613     6,775  (46.7)
    Exclude impact of
     fuel hedge
     settlements       (92)       39         -        (491)      102      -
                    -----------------              ------------------
    Consolidated fuel
     expense
     excluding
     hedge
     impacts (a)    $1,219    $2,541     (52.0)     $3,122    $6,877  (54.6)
                    =================              ==================

    Mainline fuel
     consumption
     (gallons)         511       564      (9.4)      1,480     1,691  (12.5)
    Mainline average
     jet fuel price
     per gallon
     (in cents)      208.2     436.3     (52.3)      170.8     348.0  (50.9)
    Mainline average
     jet fuel price
     per gallon
     excluding impact
     of non-cash
     MTM gains
     (in cents)      213.1     376.8     (43.4)      206.0     340.9  (39.6)

    Regional affiliates
     fuel consumption
     (gallons)         105        93      12.9         294       279    5.4
    Regional
     affiliates
     average jet
     fuel price
     per gallon
     (in cents)      211.4     405.4     (47.9)      191.8     362.0  (47.0)

    (a)  See Note 6 for further information related to fuel hedging and non-
         GAAP measures.
    (b)  Net adjustment for cash paid for fuel hedge settlements during the
         period and related collateral returned during the period.
         Collateral amounts include only the collateral change associated
         with contract settlements.



    (5)  The table below sets forth certain operating statistics by
         geographic region and the Company's mainline, regional affiliates
         and consolidated operations:



    (% change from prior year)

    Three
     Months
     Ended
     September
     30,                                                     Regional Consoli-
     2009   Domestic   Pacific   Atlantic   Latin   Mainline Affiliates dated
            ------------------------------------------------------------------
    Passenger
     revenues (22.9)    (30.0)    (16.3)    (40.2)   (23.7)      1.2  (19.6)
      ASM     (10.2)     (7.9)     (0.3)    (18.4)    (8.2)     15.3   (5.7)
      RPM      (8.0)     (2.0)      1.3     (14.8)    (5.4)     19.0   (2.9)
      PRASM   (14.2)    (23.9)    (16.1)    (26.7)   (16.8)    (12.3)  (14.7)
      Yield
       (a)    (18.5)    (24.8)    (13.7)    (26.8)   (19.4)    (15.0)  (17.1)
      Load
       factor
       (points) 2.0       5.0       1.4       3.4      2.6       2.5     2.5



    Nine Months
     Ended
     September
     30,                                                     Regional Consoli-
     2009   Domestic   Pacific   Atlantic   Latin   Mainline Affiliates dated
            ------------------------------------------------------------------
    Passenger
     revenues (23.6)    (32.6)    (19.5)    (39.1)   (25.3)     (4.0)  (21.8)
      ASM     (12.0)    (12.3)     (2.5)    (17.3)   (10.7)      9.3    (8.6)
      RPM     (10.8)    (13.5)     (3.9)    (20.6)   (10.6)     11.7    (8.4)
      PRASM   (13.1)    (23.1)    (17.5)    (26.4)   (16.4)    (12.2)  (14.4)
      Yield
       (a)    (17.2)    (17.4)    (12.3)    (18.1)   (16.5)    (14.0)  (14.6)
      Load
       factor
       (points) 1.3      (1.1)     (1.2)     (3.1)     0.1       1.6     0.2

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



    (6)  The Company incurred special operating charges related to aircraft
         lease terminations during the three and nine months ended
         September 30, 2009. In addition, the Company recorded unusual
         and/or infrequent items related to severance, employee benefits
         and depreciation and amortization, as noted below. Collectively,
         these charges are identified as "special items and other charges"
         in the Regulation G reconciliations below. The Company also
         adjusts certain of its financial statement items and measures of
         financial performance to primarily present the impacts of its fuel
         hedging on an "economic" basis. Items calculated on an "economic"
         basis consist of gains or losses for derivative instruments that
         settled in the current accounting period, but were recognized in a
         prior period in GAAP results, and changes in market value for
         derivatives that will be settled in a future period. These charges
         are identified as "non-cash, net mark-to-market gains (losses)"
         in the Regulation G reconciliations below. These special items and
         other charges and non-cash, net mark-to-market adjustments are as
         follows:


                                 Three Months Ended
                                    September 30,
    (In millions)                 2009        2008      Income Statement
                                                         Classification
                                  ----------------      ----------------
    Goodwill impairment            $-         $-        Goodwill impairment

    Intangible asset impairments    -        (16)
    Aircraft and deposit
     impairments                   19          -
                                  ----------------

    Other impairments              19        (16)
                                  ----------------
    LAX municipal bond secured
     interest (a)                   -          -
    Lease termination and special
     items                         24          7
                                  ----------------
    Total other impairments and                         Other impairments and
     special items                 43         (9)        special items
                                                        Salaries and related
    Severance                      22          6        costs
    Employee benefit                                    Salaries and related
     adjustments (b)                -         (6)        costs
    Litigation-related settlement                       Other operating
     gain                           -          -         expenses
                                                        Other operating
    (Gain) loss on asset sales    (11)         8         expenses
    Purchased services
     charges (c)                    -          -        Purchased services
    Accelerated depreciation
     related to aircraft                                Depreciation and
     groundings                     6          6         amortization
                                  ----------------
    Total other charges            17         14
                                  ----------------
    Total impairments, special
     items and other charges      $60         $5
                                  ================

    Operating non-cash, net
     mark-to-market (gains)
     losses                       (25)       336        Aircraft fuel
                                  ----------------

    Total operating impact        $35       $341
                                  ================

    Non-operating non-cash, net
     mark-to-market (gains)
     losses                       (34)       183        Miscellaneous, net
                                  ----------------
    Pre-tax impairments and
     other charges                  1        524
    Income tax benefit on
     impairments and other
     charges                       (7)         3        Income tax benefit
                                  ----------------
    Impairments and other charges,
     net of tax                   $(6)      $527
                                  ================

    Total fuel hedge (gain) loss
     adjustment                  $(59)      $519
                                  ================


                                 Nine Months Ended
                                   September 30,
    (In millions)                 2009      2008        Income Statement
                                  --------------        Classification
                                                        --------------
    Goodwill impairment           $-      $2,277        Goodwill impairment

    Intangible asset impairments 150          64
    Aircraft and deposit
     impairments                  19         143
                                ----------------
    Other impairments            169         207
    LAX municipal bond secured
     interest (a)                 27           -
    Lease termination and special
     items                        54           7
                                ----------------
    Total other impairments                             Other impairments and
     and special items           250         214         special items

                                                        Salaries and related
    Severance                     23          88         costs
    Employee benefit                                    Salaries and related
     adjustments (b)             (33)         28         costs
    Litigation-related                                  Other operating
     settlement gain               -         (29)        expenses
                                                        Other operating
    (Gain) loss on asset sales   (11)          8         expenses
    Purchased services
     charges (c)                   -          26        Purchased services
    Accelerated depreciation
     related to aircraft                                Depreciation and
     groundings                   38           8         amortization
                                ----------------
    Total other charges           17         129
                                ----------------
    Total impairments, special
     items and other charges    $267      $2,620
                                ================

    Operating non-cash, net
     mark-to-market (gains)
     losses                     (521)        119        Aircraft fuel
                                ----------------

    Total operating impact     $(254)     $2,739
                                ================

    Non-operating non-cash, net
     mark-to-market (gains)
     losses                     (241)        162        Miscellaneous, net
                                ----------------
    Pre-tax impairments and
     other charges              (495)      2,901
    Income tax benefit on
     impairments and other
     charges                     (59)        (26)       Income tax benefit
                                ----------------
    Impairments and other
     charges, net of tax       $(554)     $2,875
                                ================

    Total fuel hedge (gain)
     loss adjustment           $(762)       $281
                                ================

    (a)  Amount relates to a pending legal matter that remains unresolved
         since the Company's emergence from bankruptcy in 2006.
    (b)  Amount relates to additional charges to adjust certain employee
         benefit obligations.
    (c)  Amount relates to expense for certain projects and transactions
         that have been terminated or indefinitely postponed by the Company.



    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. The Company does not apply cash flow hedge
    accounting. The Company believes that the net fuel hedge adjustments
    provide management and investors with a better perspective of its
    performance and comparison to its peers because the adjustments reflect
    the economic fuel cost during the periods presented and many of our
    peers apply SFAS 133 cash flow 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 expense per available seat mile
    ("CASM"), operating margin (loss) and net loss.



                      Three Months Ended          Nine Months Ended
                         September 30,      %       September 30,       %
                         2009    2008     Change    2009    2008      Change
                     --------------------------------------------------------
    (a)  Yield
          (In
          millions)
         Mainline
         Passenger -
          United
          Airlines     $3,267  $4,280     (23.7)  $8,909  $11,924     (25.3)
         Less:
          industry
          reduced
          fares
          and
          passenger
          charges         (11)    (13)    (15.4)     (30)     (35)    (14.3)
                       ---------------           ----------------
         Mainline
          adjusted
          passenger
          revenue      $3,256  $4,267     (23.7)  $8,879  $11,889     (25.3)
                       ===============           ================
         Mainline
          revenue
          passenger
          miles        27,611  29,174      (5.4)  76,510   85,544     (10.6)
         Adjusted
          mainline
          yield
          (in
          cents)        11.79   14.63     (19.4)   11.61    13.90     (16.5)

         Consolidated
         Consolidated
          passenger
          revenue      $4,111  $5,114     (19.6) $11,161  $14,270     (21.8)
         Less:
          industry
          reduced
          fares
          and
          passenger
          charges         (11)    (13)    (15.4)     (30)     (35)    (14.3)
                       ---------------           ----------------
         Consolidated
          adjusted
          passenger
          revenue      $4,100  $5,101     (19.6) $11,131  $14,235     (21.8)
                       ===============           ================
         Consolidated
          revenue
          passenger
          miles        31,425  32,379      (2.9)  86,734   94,696      (8.4)
         Adjusted
          consolidated
          yield (in
          cents)        13.05   15.75     (17.1)   12.83    15.03     (14.6)

    (b)  RASM
          (In
          millions)
         Mainline
         Consolidated
          operating
          revenues     $4,433  $5,565     (20.3) $12,142  $15,647     (22.4)
         Less:
          Passenger -
          Regional
          Affiliates     (844)   (834)      1.2   (2,252)  (2,346)     (4.0)
                       ---------------           ----------------
         Mainline
          operating
          revenues     $3,589  $4,731     (24.1)  $9,890  $13,301     (25.6)
                       ===============           ================
         Mainline
          available
          seat
          miles        32,193  35,082      (8.2)  93,746  105,004     (10.7)
         Mainline
          RASM (in
          cents)        11.15   13.49     (17.3)   10.55    12.67     (16.7)

    (c)  CASM
          (In
          millions)
         Mainline
         Consolidated
          operating
          expenses     $4,345  $6,056     (28.3) $12,229  $19,273     (36.5)
         Less:
          Regional
          affiliates     (775)   (882)    (12.1)  (2,154)  (2,508)    (14.1)
                       ---------------           ----------------
         Mainline
          operating
          expenses     $3,570  $5,174     (31.0) $10,075  $16,765     (39.9)
                       ===============           ================
         Mainline
          available
          seat
          miles        32,193  35,082      (8.2)  93,746  105,004     (10.7)
         Mainline
          CASM (in
          cents)        11.09   14.75     (24.8)   10.75    15.97     (32.7)

         Mainline
          operating
          expenses     $3,570  $5,174     (31.0) $10,075  $16,765     (39.9)
         Add
          (less):
          impairments,
          special
          items
          and
          other
          charges
          and non-
         cash, net
          mark-to-
         market
          gains/
         losses           (35)   (341)    (89.7)     254   (2,739)        -
                       ---------------           ----------------
         Adjusted
          mainline
          operating
          expense      $3,535  $4,833     (26.9) $10,329  $14,026     (26.4)
                       ===============           ================
         Adjusted
          mainline
          CASM (in
          cents)        10.98   13.78     (20.3)   11.02    13.36     (17.5)

         Adjusted
          mainline
          operating
          expense      $3,535  $4,833     (26.9) $10,329  $14,026     (26.4)
         Less:
          mainline
          fuel
          expense
          (excluding
          non-cash,
          net mark-to-
          market
          gains/
         losses)       (1,089) (2,125)    (48.8)  (3,049)  (5,765)    (47.1)
                       ---------------           ----------------
         Adjusted
          mainline
          operating
          expense      $2,446  $2,708      (9.7)  $7,280   $8,261     (11.9)
                       ===============           ================
         Adjusted
          mainline
          CASM (in
          cents)         7.60    7.72      (1.6)    7.77     7.87      (1.3)



                      Three Months Ended          Nine Months Ended
                         September 30,      %       September 30,       %
                         2009    2008     Change    2009    2008      Change
                         ---------------------------------------------------
         Consolidated
         Consolidated
          operating
          expenses     $4,345  $6,056     (28.3) $12,229  $19,273     (36.5)
         Add
          (less):
          impairments,
          special
          items and
          other
          charges
          and non-
          cash, net
          mark-to-
          market
          gains/
         losses           (35)   (341)    (89.7)      254  (2,739)        -
                          -------------------------------------------------
         Adjusted
          consolidated
          operating
          expenses     $4,310  $5,715     (24.6) $12,483  $16,534     (24.5)
                       =====================================================
         Consolidated
          available
          seat
          miles        37,034  39,280      (5.7) 107,086  117,209      (8.6)
         Adjusted
          consolidated
          CASM (in
          cents)        11.64   14.55     (20.0)   11.66    14.11     (17.4)

         Adjusted
          consolidated
          operating
          expenses     $4,310  $5,715     (24.6) $12,483  $16,534     (24.5)
         Less:
          consolidated
          fuel
          expense
          (excluding
          non-
         cash, net
          mark-to-
          market
          gains/
          losses)      (1,311) (2,502)    (47.6)  (3,613)  (6,775)    (46.7)
                       ---------------           ----------------
         Adjusted
          consolidated
          operating
          expenses     $2,999  $3,213      (6.7)  $8,870   $9,759      (9.1)
                       ===============           ================
         Adjusted
          consolidated
          CASM (in
          cents)         8.10    8.18      (1.0)    8.28     8.33      (0.6)

    (d)  Operating
          Margin
           (Loss)
           (In
           millions)
         Consolidated
          operating
          earnings
          (loss)          $88   $(491)        -     $(87) $(3,626)    (97.6)
         Add
          (less):
          impairments,
          special
          items
          and other
          charges
          and non-
          cash, net
          mark-to-
          market
          gains/
          losses           35     341     (89.7)    (254)   2,739         -
                       ---------------           ----------------
         Adjusted
          operating
          earnings
          (loss)         $123   $(150)        -    $(341)   $(887)    (61.6)
                       ===============           ================
         Consolidated
          operating
          revenues     $4,433  $5,565     (20.3) $12,142  $15,647     (22.4)
         Operating
          margin
          (loss)
          (percent)       2.0    (8.8)   10.8 pt.   (0.7)   (23.2)   22.5 pt.
         Adjusted
          operating
          margin
          (loss)
          (percent)       2.8    (2.7)    5.5 pt.   (2.8)    (5.7)    2.9 pt.

    (e)  Pre-tax
          loss (In
          millions)
         Loss
          before
          income
          taxes
          and
          equity
          in earnings
          of
          affiliates     $(62)  $(791)    (92.2)   $(460) $(4,115)    (88.8)
         Add
          (less):
          impairments,
          special
          items and
          other
          charges
          and non-
          cash, net
          mark-to-
          market
          gains/
          losses           35     341     (89.7)    (254)   2,739         -
         Add
          (less):
          non-operating
          fuel hedge
          adjustments     (34)    183         -     (241)     162         -
                       ---------------           ----------------
         Adjusted
          pre-tax
          loss           $(61)  $(267)    (77.2)   $(955) $(1,214)    (21.3)
                       ===============           ================
         Pre-tax
          loss
          (percent)      (1.4)  (14.2)    12.8 pt.  (3.8)   (26.3)   22.5 pt.
         Adjusted
          pre-tax
          loss
          (percent)      (1.4)   (4.8)     3.4 pt.  (7.9)    (7.8)   (0.1) pt.

    (f)  Net loss
          (In
          millions)
         Net loss        $(57)  $(792)    (92.8)   $(411) $(4,081)    (89.9)
         Add
          (less):
          impairments,
          special
          items and
          other
          charges
          and net
          operating
          fuel hedge
          adjustments      35     341     (89.7)    (254)   2,739         -
         Add
          (less):
          non-operating
          fuel
          hedge
          adjustments    (34)     183         -     (241)     162         -
         Add
          (less):
          income
          tax
          benefit (i)      (7)      3         -      (59)     (26)    126.9
                       ---------------           ----------------
         Adjusted
          net loss       $(63)  $(265)    (76.2)   $(965) $(1,206)    (20.0)
                       ===============           ================
    (g)  Loss
          per
          share
         Basic
          loss
          per
          share -
          GAAP         $(0.39) $(6.22)    (93.7)  $(2.83) $(32.62)    (91.3)
         Add:
          impairments,
          special
          operating
          items and
          other
          charges (ii)   0.37    0.05        NM     1.43    20.71     (93.1)
         Less:
          net fuel
          hedge
          adjustments   (0.41)   4.08         -    (5.25)    2.25         -
                       ---------------           ----------------
         Basic
          and
          diluted
          loss per
          share
          excluding
          special
          operating
          items and
          other
          charges
          and net
          fuel
          hedge
          adjustments  $(0.43) $(2.09)    (79.4)  $(6.65)  $(9.66)    (31.2)
                       ===============           ================
    (h)  Operating
          cash
          flow (In
          millions)
         Operating
          cash flow       $56   $(387)        -     $878    $(250)        -
         Less:
          capital
          expenditures    (60)   (117)    (48.7)    (230)    (384)    (40.1)
                       ---------------           ----------------
         Add:
          proceeds
          from
          litigation
          on advance
          deposits          -       -         -        -       41    (100.0)
                       ---------------           ----------------
         Free cash
          flow            $(4)  $(504)        -     $648    $(593)        -
                       ===============           ================

    (i)   The Company's tax benefit in the three and nine months ended
          September 30, 2009 primarily related to impairments, special
          items and indefinite lived intangible assets.
    (ii)  Includes related tax benefits.



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

                                           Three Months Ended
                                              September 30,             %
                                           2009           2008        Change
                                          ------         ------       ------
    Revenue passengers (In thousands)
      Mainline                            15,179         16,758        (9.4)
      Regional affiliates                  6,897          6,092        13.2
                                          ------         ------
        Consolidated                      22,076         22,850        (3.4)

    Revenue passenger miles  - RPM
     (In millions)
      Mainline                            27,611         29,174        (5.4)
      Regional affiliates                  3,814          3,205        19.0
                                          ------         ------
        Consolidated                      31,425         32,379        (2.9)

    Available seat miles - ASM
     (In millions)
      Mainline                            32,193         35,082        (8.2)
      Regional affiliates                  4,841          4,198        15.3
                                          ------         ------
        Consolidated                      37,034         39,280        (5.7)

    Passenger load factor (percent)
      Mainline                              85.8           83.2       2.6 pt.
      Regional affiliates                   78.8           76.3       2.5 pt.
        Consolidated                        84.9           82.4       2.5 pt.

    Consolidated operating breakeven
     passenger load factor (percent)        83.0           90.4      (7.4) pt.

    Passenger revenue per passenger mile -
     Yield (cents)  (See Note 6(a))
      Mainline adjusted                    11.79          14.63       (19.4)
      Regional affiliates                  22.13          26.02       (15.0)
        Consolidated adjusted              13.05          15.75       (17.1)

    Passenger revenue per available
     seat mile - PRASM (cents)
      Mainline                             10.15          12.20       (16.8)
      Regional affiliates                  17.43          19.87       (12.3)
        Consolidated                       11.10          13.02       (14.7)

    Operating revenue per available
     seat mile  - RASM (cents)
     (See Note 6(b))
      Mainline                             11.15          13.49       (17.3)
      Regional affiliates                  17.43          19.87       (12.3)
        Consolidated                       11.97          14.17       (15.5)

    Operating expense per available
     seat mile - CASM (cents)
     (See Note 6(c))
      Mainline                             11.09          14.75       (24.8)
      Mainline excluding special items,
       other charges and non-cash, net
       mark-to-market gains/losses         10.98          13.78       (20.3)
      Mainline excluding special items,
       other charges, non-cash, net
       mark-to-market gains/losses
       and fuel                             7.60           7.72        (1.6)
      Regional affiliates                  16.01          21.01       (23.8)
        Consolidated                       11.73          15.42       (23.9)
        Consolidated excluding special
         items, other charges and non-cash,
         net mark-to-market gains/losses   11.64          14.55       (20.0)
        Consolidated excluding special
         items, other charges, non-cash,
         net mark-to-market gains/losses
         and fuel                           8.10           8.18        (1.0)

    Mainline unit earnings (loss)
     (in cents) (b)                         0.06          (1.26)          -
    Mainline unit earnings excluding
     special items, other charges,
     non-cash, net mark-to-market
     gains/losses and fuel
     (in cents) (b)                         3.55           5.77       (38.5)

    Number of aircraft in operating
     fleet at end of period
      Mainline                               371            433       (14.3)
      Regional affiliates                    292            275         6.2
                                          ------         ------
        Consolidated                         663            708        (6.4)

    Other Statistics
    Mainline average price per gallon
     of jet fuel (cents)                   208.2          436.3       (52.3)
    Mainline average price per gallon
     of jet fuel excluding non-cash,
     net mark-to-market (gains) losses
     (cents)                               213.1          376.8       (43.4)
    Mainline average full-time equivalent
     employees (thousands)                  43.6           49.0       (11.0)
    Mainline ASMs per equivalent
     employee - productivity (thousands)     738            716         3.1
    Average stage length (in miles)
      Mainline                             1,459          1,398         4.4
      Regional affiliates                    499            465         7.3
    Mainline fleet utilization
     (in hours and minutes)                11:14          10:50         3.7

    (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.



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

                                               Nine Months Ended
                                                 September 30,           %
                                               2009        2008        Change
                                              ------      ------       ------
    Revenue passengers (In thousands)
      Mainline                                42,933      49,002       (12.4)
      Regional affiliates                     18,875      17,554         7.5
                                              ------      ------
        Consolidated                          61,808      66,556        (7.1)

    Revenue passenger miles  - RPM
     (In millions)
      Mainline                                76,510      85,544       (10.6)
      Regional affiliates                     10,224       9,152        11.7
                                              ------      ------
        Consolidated                          86,734      94,696        (8.4)

    Available seat miles - ASM
     (In millions)
      Mainline                                93,746     105,004       (10.7)
      Regional affiliates                     13,340      12,205         9.3
                                              ------      ------
        Consolidated                         107,086     117,209        (8.6)

    Passenger load factor (percent)
      Mainline                                  81.6        81.5       0.1 pt.
      Regional affiliates                       76.6        75.0       1.6 pt.
        Consolidated                            81.0        80.8       0.2 pt.

    Consolidated operating breakeven
     passenger load factor (percent)            81.6          NM          NM

    Passenger revenue per passenger mile -
     Yield (cents)  (See Note 6(a))
      Mainline adjusted                        11.61       13.90       (16.5)
      Regional affiliates                      22.03       25.63       (14.0)
        Consolidated adjusted                  12.83       15.03       (14.6)

    Passenger revenue per available seat
     mile - PRASM (cents)
      Mainline                                  9.50       11.36       (16.4)
      Regional affiliates                      16.88       19.22       (12.2)
        Consolidated                           10.42       12.17       (14.4)

    Operating revenue per available seat
     mile  - RASM (cents)   (See Note 6(b))
      Mainline                                 10.55       12.67       (16.7)
      Regional affiliates                      16.88       19.22       (12.2)
        Consolidated                           11.34       13.35       (15.1)

    Operating expense per available seat
     mile - CASM (cents)  (See Note 6(c))
      Mainline                                 10.75       15.97       (32.7)
      Mainline excluding special items,
       other charges and non-cash, net
       mark-to-market gains/losses             11.02       13.36       (17.5)
      Mainline excluding special items,
       other charges, non-cash, net
       mark-to-market gains/losses and fuel     7.77        7.87        (1.3)
      Regional affiliates                      16.15       20.55       (21.4)
        Consolidated                           11.42       16.44       (30.5)
        Consolidated excluding special
         items, other charges and non-cash,
         net mark-to-market gains/losses       11.66       14.11       (17.4)
        Consolidated excluding special items,
         other charges, non-cash, net
         mark-to-market gains/losses and fuel   8.28        8.33        (0.6)

    Mainline unit loss (cents) (b)             (0.20)      (3.30)      (93.9)
    Mainline unit earnings excluding special
     items, other charges, non-cash, net
     mark-to-market gains/losses and fuel
     (in cents) (b)                             2.78        4.80       (42.1)

    Number of aircraft in operating fleet
     at end of period
      Mainline                                   371         433       (14.3)
      Regional affiliates                        292         275         6.2
                                              ------      ------
        Consolidated                             663         708        (6.4)

    Other Statistics
    Mainline average price per gallon of
     jet fuel (cents)                          170.8       348.0       (50.9)
    Mainline average price per gallon of
     jet fuel excluding non-cash, net
     mark-to-market (gains) losses (cents)     206.0       340.9       (39.6)
    Mainline average full-time equivalent
     employees (thousands)                      44.0        50.8       (13.4)
    Mainline ASMs per equivalent employee -
     productivity (thousands)                  2,131       2,067         3.1
    Average stage length (in miles)
      Mainline                                 1,440       1,402         2.7
      Regional affiliates                        485         460         5.4
    Mainline fleet utilization (in hours
     and minutes)                              10:50       10:54        (0.6)

    (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

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