##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission
    
    Exact Name of Registrant as Specified in its Charter,
    
    State of
    
    I.R.S. EmployerFile Number
    
    Principal Office Address and Telephone Number
    
    Incorporation
    
    Identification No001-06033
    
    UAL Corporation
    
    Delaware
    
    36-2675207001-11355
    
    United Air Lines, Inc.
    
    Delaware
    
    36-267520677 W. Wacker DriveChicago, Illinois 60601(312) 997-8000
  UAL Corporation
    
    Yes þ No oUnited Air Lines, Inc.
    
    Yes þ No o
  UAL Corporation
    
    Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if asmallerreporting company)United Air Lines, Inc.
    
    Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if asmallerreporting company)
  UAL Corporation
    
    Yes o No þUnited Air Lines, Inc.
    
    Yes o No þ
  UAL Corporation
    
    Yes þ No oUnited Air Lines, Inc.
    
    Yes þ No o
 OMISSION OF CERTAIN INFORMATION
   UAL Corporation
    
    143,933,590 shares of common stock ($0.01 par value)United Air Lines, Inc.
    
    205 (100% owned by UAL
Corporation)
There is no market for United Air Lines, Inc. common stock.




---



##### 



UAL Corporation and Subsidiary Companies and
United Air Lines, Inc. and Subsidiary Companies
 Report on Form 10-Q
 For the Quarter Ended March 31, 2009
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3UAL Corporation:Condensed Statements of Consolidated Operations (Unaudited)
    
    
    3Condensed Statements of Consolidated Financial Position (Unaudited)
    
    
    4Condensed Statements of Consolidated Cash Flows (Unaudited)
    
    
    6United Air Lines, Inc.:Condensed Statements of Consolidated Operations (Unaudited)
    
    
    7Condensed Statements of Consolidated Financial Position (Unaudited)
    
    
    8Condensed Statements of Consolidated Cash Flows (Unaudited)
    
    
    10Combined Notes to Condensed Consolidated Financial Statements (Unaudited)

(UAL Corporation and United Air Lines, Inc.)
    
    
    11Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    40PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    41Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    42Item 6. Exhibits
    
    
    42Signatures
    
    
    43Exhibit Index
    
    
    44Exhibit 10.1Exhibit 10.2Exhibit 12.1Exhibit 12.2Exhibit 31.1Exhibit 31.2Exhibit 31.3Exhibit 31.4Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 UAL Corporation and Subsidiary Companies
 
 Condensed Statements of Consolidated Operations (Unaudited)
 (In millions, except per share amounts)
 Three Months EndedMarch 31,2009
    
    
    2008(Adjusted)Operating revenues:Passenger  United Airlines
    
    $
    2,701
    
    
    $
    3,545Passenger  Regional Affiliates
    
    
    659
    
    
    
    715Cargo
    
    
    124
    
    
    
    218Other operating revenues
    
    
    207
    
    
    
    2333,691
    
    
    
    4,711Operating expenses:Salaries and related costs
    
    
    921
    
    
    
    1,046Aircraft fuel
    
    
    799
    
    
    
    1,575Regional affiliates
    
    
    671
    
    
    
    779Purchased services
    
    
    287
    
    
    
    349Depreciation and amortization
    
    
    233
    
    
    
    220Aircraft maintenance materials and outside repairs
    
    
    225
    
    
    
    317Landing fees and other rent
    
    
    221
    
    
    
    230Distribution expenses
    
    
    118
    
    
    
    184Aircraft rent
    
    
    88
    
    
    
    99Cost of third party sales
    
    
    53
    
    
    
    64Asset impairment and special items (Note 15)
    
    
    119
    
    
    
    Other operating expenses
    
    
    238
    
    
    
    2893,973
    
    
    
    5,152Loss from operations
    
    
    (282
    )
    
    
    (441
    )Other income (expense):Interest expense
    
    
    (134
    )
    
    
    (147
    )Interest income
    
    
    7
    
    
    
    48Interest capitalized
    
    
    3
    
    
    
    5Miscellaneous, net
    
    
    (6
    )
    
    
    (19
    )(130
    )
    
    
    (113
    )Loss before income taxes and equity in earnings
of affiliates
    
    
    (412
    )
    
    
    (554
    )Income tax benefit
    
    
    (29
    )
    
    
    (3
    )Loss before equity in earnings of affiliates
    
    
    (383
    )
    
    
    (551
    )Equity in earnings of affiliates, net of tax
    
    
    1
    
    
    
    2Net loss
    
    $
    (382
    )
    
    $
    (549
    )Loss per share, basic and diluted
    
    $
    (2.64
    )
    
    $
    (4.55
    )
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  3




---



##### Table of Contents



UAL Corporation and Subsidiary Companies
 
 Condensed Statements of Consolidated Financial Position (Unaudited)
 (In millions, except shares)
 March 31,
    
    
    December 31,2009
    
    
    2008(Adjusted)AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,457
    
    
    $
    2,039Restricted cash
    
    
    46
    
    
    
    54Receivables, less allowance for doubtful accounts (2009$23; 2008$24)
    
    
    738
    
    
    
    714Fuel hedge collateral deposits
    
    
    564
    
    
    
    953Aircraft fuel, spare parts and supplies, less
obsolescence allowance (2009$56; 2008$48)
    
    
    228
    
    
    
    237Prepaid fuel
    
    
    223
    
    
    
    219Deferred income taxes
    
    
    202
    
    
    
    268Prepaid expenses and other
    
    
    399
    
    
    
    3824,857
    
    
    
    4,866Operating property and equipment:OwnedFlight equipment
    
    
    8,521
    
    
    
    8,766Other property and equipment
    
    
    1,732
    
    
    
    1,75110,253
    
    
    
    10,517Lessaccumulated depreciation and amortization
    
    
    (1,698
    )
    
    
    (1,598
    )8,555
    
    
    
    8,919Capital leases:Flight equipment
    
    
    1,735
    
    
    
    1,578Other property and equipment
    
    
    39
    
    
    
    391,774
    
    
    
    1,617Lessaccumulated amortization
    
    
    (252
    )
    
    
    (224
    )1,522
    
    
    
    1,39310,077
    
    
    
    10,312Other assets:Intangibles, less accumulated amortization (2009$357; 2008$339)
    
    
    2,564
    
    
    
    2,693Aircraft lease deposits
    
    
    298
    
    
    
    297Restricted cash
    
    
    209
    
    
    
    218Investments
    
    
    77
    
    
    
    81Other, net
    
    
    1,019
    
    
    
    9984,167
    
    
    
    4,287$
    19,101
    
    
    $
    19,465
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  4




---



##### Table of Contents



UAL Corporation and Subsidiary Companies  Condensed Statements of Consolidated Financial Position (Unaudited)  (In millions, except shares)
 March 31,
    
    
    December 31,2009
    
    
    2008(Adjusted)Liabilities and Stockholders DeficitCurrent liabilities:Advance ticket sales
    
    $
    1,768
    
    
    $
    1,530Mileage Plus deferred revenue
    
    
    1,371
    
    
    
    1,414Long-term debt maturing within one year
    
    
    818
    
    
    
    782Accounts payable
    
    
    784
    
    
    
    833Accrued salaries, wages and benefits
    
    
    767
    
    
    
    756Fuel derivative instruments
    
    
    477
    
    
    
    718Fuel purchase commitments
    
    
    223
    
    
    
    219Current obligations under capital leases
    
    
    159
    
    
    
    168Accrued interest
    
    
    105
    
    
    
    112Other
    
    
    733
    
    
    
    7497,205
    
    
    
    7,281Long-term debt
    
    
    5,736
    
    
    
    5,862Long-term obligations under capital leases
    
    
    1,235
    
    
    
    1,192Other liabilities and deferred credits:Mileage Plus deferred revenue
    
    
    2,871
    
    
    
    2,768Postretirement benefit liability
    
    
    1,813
    
    
    
    1,812Advanced purchase of miles
    
    
    1,087
    
    
    
    1,087Deferred income taxes
    
    
    696
    
    
    
    804Other
    
    
    1,113
    
    
    
    9807,580
    
    
    
    7,451Commitments and contingent liabilities (Note 13)Stockholders deficit:Preferred stock
    
    
    
    
    
    
    Common stock at par, $0.01 par value;
authorized 1,000,000,000 shares; outstanding
143,886,023 and 140,037,928 shares at March
31, 2009 and December 31, 2008, respectively
    
    
    2
    
    
    
    1Additional capital invested
    
    
    2,970
    
    
    
    2,919Retained deficit
    
    
    (5,690
    )
    
    
    (5,308
    )Stock held in treasury, at cost
    
    
    (28
    )
    
    
    (26
    )Accumulated other comprehensive income
    
    
    91
    
    
    
    93(2,655
    )
    
    
    (2,321
    )$
    19,101
    
    
    $
    19,465
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  5




---



##### Table of Contents



UAL Corporation and Subsidiary Companies
 
 Condensed Statements of Consolidated Cash Flows (Unaudited)
 (In millions)
 Three Months EndedMarch 31,2009
    
    
    2008(Adjusted)Cash flows provided (used) by operating activities:Net loss
    
    $
    (382
    )
    
    $
    (549
    )Adjustments to reconcile to net cash provided (used) by
operating activitiesDepreciation and amortization
    
    
    233
    
    
    
    220Proceeds from lease amendment
    
    
    160
    
    
    
    Asset impairments and special items
    
    
    119
    
    
    
    Increase in Mileage Plus deferred revenue and advanced
purchase of miles
    
    
    92
    
    
    
    39Increase in advance ticket sales
    
    
    238
    
    
    
    504Net change in fuel derivative instruments and related
pending settlements
    
    
    (286
    )
    
    
    (30
    )Decrease in fuel hedge collateral
    
    
    395
    
    
    
    Increase in receivables
    
    
    (48
    )
    
    
    (203
    )Other, net
    
    
    (95
    )
    
    
    (61
    )426
    
    
    
    (80
    )Cash flows provided (used) by investing activities:Net sales of short-term investments
    
    
    
    
    
    
    1,809Decrease in restricted cash
    
    
    17
    
    
    
    28Proceeds from asset sale-leaseback
    
    
    94
    
    
    
    Additions to property, equipment and deferred software
    
    
    (79
    )
    
    
    (119
    )Proceeds from disposition of property and equipment
    
    
    33
    
    
    
    Other, net
    
    
    
    
    
    
    765
    
    
    
    1,725Cash flows provided (used) by financing activities:Proceeds from issuance of long-term debt
    
    
    134
    
    
    
    Proceeds from issuance of common stock
    
    
    63
    
    
    
    Decrease in lease deposits
    
    
    22
    
    
    
    Repayment of Credit Facility
    
    
    (9
    )
    
    
    (9
    )Repayment of other debt
    
    
    (229
    )
    
    
    (182
    )Special distribution to common shareholders
    
    
    
    
    
    
    (251
    )Principal payments under capital leases
    
    
    (48
    )
    
    
    (12
    )Other, net
    
    
    (6
    )
    
    
    (12
    )(73
    )
    
    
    (466
    )Increase in cash and cash equivalents during the period
    
    
    418
    
    
    
    1,179Cash and cash equivalents at beginning of the period
    
    
    2,039
    
    
    
    1,259Cash and cash equivalents at end of the period
    
    $
    2,457
    
    
    $
    2,438
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited).
  6




---



##### Table of Contents



United Air Lines, Inc. and Subsidiary Companies
 
 Condensed Statements of Consolidated Operations (Unaudited)
 (In millions)
 Three Months EndedMarch 31,2009
    
    
    2008(Adjusted)Operating revenues:Passenger  United Airlines
    
    $
    2,701
    
    
    $
    3,545Passenger  Regional Affiliates
    
    
    659
    
    
    
    715Cargo
    
    
    124
    
    
    
    218Other operating revenues
    
    
    210
    
    
    
    2333,694
    
    
    
    4,711Operating expenses:Salaries and related costs
    
    
    921
    
    
    
    1,046Aircraft fuel
    
    
    799
    
    
    
    1,575Regional affiliates
    
    
    671
    
    
    
    779Purchased services
    
    
    287
    
    
    
    349Depreciation and amortization
    
    
    233
    
    
    
    220Aircraft maintenance materials and outside repairs
    
    
    225
    
    
    
    317Landing fees and other rent
    
    
    221
    
    
    
    230Distribution expenses
    
    
    118
    
    
    
    184Aircraft rent
    
    
    90
    
    
    
    100Cost of third party sales
    
    
    53
    
    
    
    64Asset impairments and special items (Note 15)
    
    
    119
    
    
    
    Other operating expenses
    
    
    238
    
    
    
    2883,975
    
    
    
    5,152Loss from operations
    
    
    (281
    )
    
    
    (441
    )Other income (expense):Interest expense
    
    
    (134
    )
    
    
    (146
    )Interest income
    
    
    7
    
    
    
    48Interest capitalized
    
    
    3
    
    
    
    5Miscellaneous, net
    
    
    (6
    )
    
    
    (20
    )(130
    )
    
    
    (113
    )Loss before income taxes and equity in earnings
of affiliates
    
    
    (411
    )
    
    
    (554
    )Income tax expense (benefit)
    
    
    (29
    )
    
    
    (4
    )Loss before equity in earnings of affiliates
    
    
    (382
    )
    
    
    (550
    )Equity in earnings of affiliates, net of tax
    
    
    1
    
    
    
    2Net loss
    
    $
    (381
    )
    
    $
    (548
    )
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  7




---



##### Table of Contents



United Air Lines, Inc. and Subsidiary Companies
 
 Condensed Statements of Consolidated Financial Position (Unaudited)
 (In millions, except shares)
 March 31,
    
    
    December 31,2009
    
    
    2008(Adjusted)AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,451
    
    
    $
    2,033Restricted cash
    
    
    42
    
    
    
    50Receivables, less allowance for doubtful
accounts (2009  $23; 2008  $24)
    
    
    732
    
    
    
    704Fuel hedge collateral deposits
    
    
    564
    
    
    
    953Aircraft fuel, spare parts and supplies, less
obsolescence allowance (2009  $56; 2008  $48)
    
    
    228
    
    
    
    237Prepaid fuel
    
    
    223
    
    
    
    219Deferred income taxes
    
    
    197
    
    
    
    265Receivables from related parties
    
    
    45
    
    
    
    214Prepaid expenses and other
    
    
    395
    
    
    
    3764,877
    
    
    
    5,051Operating property and equipment:Owned -Flight equipment
    
    
    8,521
    
    
    
    8,766Other property and equipment
    
    
    1,732
    
    
    
    1,75110,253
    
    
    
    10,517Less  accumulated depreciation and amortization
    
    
    (1,698
    )
    
    
    (1,598
    )8,555
    
    
    
    8,919Capital leases:Flight equipment
    
    
    1,735
    
    
    
    1,578Other property and equipment
    
    
    39
    
    
    
    391,774
    
    
    
    1,617Less  accumulated amortization
    
    
    (252
    )
    
    
    (224
    )1,522
    
    
    
    1,39310,077
    
    
    
    10,312Other assets:Intangibles, less accumulated amortization
(2009  $357; 2008  $339)
    
    
    2,564
    
    
    
    2,693Aircraft lease deposits
    
    
    298
    
    
    
    297Restricted cash
    
    
    208
    
    
    
    217Investments
    
    
    77
    
    
    
    81Other, net
    
    
    1,006
    
    
    
    9844,153
    
    
    
    4,272$
    19,107
    
    
    $
    19,635
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  8




---



##### Table of Contents



United Air Lines, Inc. and Subsidiary Companies  Condensed Statements of Consolidated Financial Position (Unaudited)  (In millions, except shares)
 March 31,
    
    
    December 31,2009
    
    
    2008(Adjusted)Liabilities and Stockholders DeficitCurrent liabilities:Advance ticket sales
    
    $
    1,768
    
    
    $
    1,530Mileage Plus deferred revenue
    
    
    1,371
    
    
    
    1,414Long-term debt maturing within one year
    
    
    818
    
    
    
    780Accounts payable
    
    
    784
    
    
    
    833Accrued salaries, wages and benefits
    
    
    767
    
    
    
    756Fuel derivative instruments
    
    
    477
    
    
    
    718Fuel purchase commitments
    
    
    223
    
    
    
    219Current obligations under capital leases
    
    
    159
    
    
    
    168Accrued interest
    
    
    105
    
    
    
    112Other
    
    
    816
    
    
    
    1,0167,288
    
    
    
    7,546Long-term debt
    
    
    5,736
    
    
    
    5,861Long-term obligations under capital leases
    
    
    1,235
    
    
    
    1,192Other liabilities and deferred credits:Mileage Plus deferred revenue
    
    
    2,871
    
    
    
    2,768Postretirement benefit liability
    
    
    1,813
    
    
    
    1,812Advanced purchase of miles
    
    
    1,087
    
    
    
    1,087Deferred income taxes
    
    
    615
    
    
    
    724Other
    
    
    1,113
    
    
    
    9817,499
    
    
    
    7,372Commitments and contingent liabilities (Note 13)Stockholders deficit:Common stock at par, $5 par value;
authorized 1,000 shares; outstanding 205
at both March 31, 2009 and December 31,
2008
    
    
    
    
    
    
    Additional capital invested
    
    
    2,898
    
    
    
    2,831Retained deficit
    
    
    (5,640
    )
    
    
    (5,260
    )Accumulated other comprehensive income
    
    
    91
    
    
    
    93(2,651
    )
    
    
    (2,336
    )$
    19,107
    
    
    $
    19,635
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  9




---



##### Table of Contents



United Air Lines, Inc. and Subsidiary Companies
 
 Condensed Statements of Consolidated Cash Flows (Unaudited)  (In millions)
 Three Months EndedMarch 31,2009
    
    
    2008(Adjusted)Cash flows provided (used) by operating activities:Net loss
    
    $
    (381
    )
    
    $
    (548
    )Adjustments to reconcile to net cash provided (used)
by operating activitiesDepreciation and amortization
    
    
    233
    
    
    
    220Proceeds from lease amendment
    
    
    160
    
    
    
    Asset impairments and special items
    
    
    119
    
    
    
    Increase in Mileage Plus deferred revenue and
advanced purchase of miles
    
    
    92
    
    
    
    39Increase in advance ticket sales
    
    
    238
    
    
    
    504Net change in fuel derivative instruments and
related pending settlements
    
    
    (286
    )
    
    
    (30
    )Decrease in fuel hedge collateral
    
    
    395
    
    
    
    Increase in receivables
    
    
    (36
    )
    
    
    (205
    )Other, net
    
    
    (110
    )
    
    
    (42
    )424
    
    
    
    (62
    )Cash flows provided (used) by investing activities:Net sales of short-term investments
    
    
    
    
    
    
    1,783Proceeds from asset sale-leaseback
    
    
    94
    
    
    
    Decrease (increase) in restricted cash
    
    
    17
    
    
    
    (1
    )Additions to property, equipment and deferred software
    
    
    (79
    )
    
    
    (119
    )Proceeds from disposition of property and equipment
    
    
    33
    
    
    
    Other, net
    
    
    (1
    )
    
    
    764
    
    
    
    1,670Cash flows provided (used) by financing activities:Proceeds from issuance of long-term debt
    
    
    134
    
    
    
    Capital contribution from parent
    
    
    62
    
    
    
    Decrease in lease deposits
    
    
    22
    
    
    
    Dividend to parent
    
    
    
    
    
    
    (258
    )Repayment of Credit Facility
    
    
    (9
    )
    
    
    (9
    )Repayment of other debt
    
    
    (228
    )
    
    
    (181
    )Principal payments under capital leases
    
    
    (48
    )
    
    
    (12
    )Other, net
    
    
    (3
    )
    
    
    (1
    )(70
    )
    
    
    (461
    )Increase in cash and cash equivalents during the period
    
    
    418
    
    
    
    1,147Cash and cash equivalents at beginning of the period
    
    
    2,033
    
    
    
    1,239Cash and cash equivalents at end of the period
    
    $
    2,451
    
    
    $
    2,386
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
  10




---



##### Table of Contents



UAL Corporation and Subsidiary Companies and
United Air Lines, Inc. and Subsidiary Companies
 
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
 (1) Basis of Presentation
  Combined Notes to Condensed Consolidated Financial Statements (Unaudited)
 Interim Financial Statements. Condensed Statements of Consolidated Financial
Position (Unaudited).
 (2) New Accounting Pronouncements
 Adoption of FSP APB 14-1 and FSP EITF 03-6-1. Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating
Securities
   Three Months EndedMarch 31, 2008UAL
    
    
    UnitedAs
    
    
    As
    
    
    Effect
    
    
    As
    
    
    As
    
    
    Effect(In millions, except per share)
    
    Reported
    
    
    Adjusted
    
    
    of Change
    
    
    Reported
    
    
    Adjusted
    
    
    of ChangeStatement of Consolidated Operations (Unaudited)Interest expense
    
    $
    (135
    )
    
    $
    (147
    )
    
    $
    (12
    )
    
    $
    (134
    )
    
    $
    (146
    )
    
    $
    (12
    )Nonoperating expense
    
    
    (101
    )
    
    
    (113
    )
    
    
    (12
    )
    
    
    (101
    )
    
    
    (113
    )
    
    
    (12
    )Loss before income taxes and equity earnings in affiliates
    
    
    (542
    )
    
    
    (554
    )
    
    
    (12
    )
    
    
    (542
    )
    
    
    (554
    )
    
    
    (12
    )Net loss
    
    
    (537
    )
    
    
    (549
    )
    
    
    (12
    )
    
    
    (536
    )
    
    
    (548
    )
    
    
    (12
    )Loss per share, basic and diluted
    
    
    (4.45
    )
    
    
    (4.55
    )
    
    
    (0.10
    )
    
    NA
    
    
    NA
    
    
    NATotal comprehensive loss
    
    
    (549
    )
    
    
    (561
    )
    
    
    (12
    )
    
    
    (548
    )
    
    
    (560
    )
    
    
    (12
    )
  11




---



##### Table of Contents



As ofDecember 31, 2008UAL
    
    
    UnitedAs
    
    
    As
    
    
    Effect
    
    
    As
    
    
    As
    
    
    EffectReported
    
    
    Adjusted
    
    
    of Change
    
    
    Reported
    
    
    Adjusted
    
    
    of ChangeStatement of Consolidated Financial
Position (Unaudited) (a)Long-term debt
    
    $
    6,007
    
    
    $
    5,862
    
    
    $
    (145
    )
    
    $
    6,007
    
    
    $
    5,861
    
    
    $
    (146
    )Additional capital invested
    
    
    2,666
    
    
    
    2,919
    
    
    
    253
    
    
    
    2,578
    
    
    
    2,831
    
    
    
    253Retained deficit
    
    
    (5,199
    )
    
    
    (5,308
    )
    
    
    (109
    )
    
    
    (5,151
    )
    
    
    (5,260
    )
    
    
    (109
    )
 
 (a)
    
    The adoption of APB 14-1 also had minor impacts on Other Assets and Deferred
Income Taxes as reported in the Companys Statements of Consolidated Financial Position
(Unaudited). APB 14-1 required an increase to the Companys deferred tax liability and
an increase to its additional paid in capital. However, these impacts were
substantially offset by a corresponding decrease in the valuation allowance for
deferred tax assets and increase to additional paid in capital in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  March 31, 2009
    
    
    December 31, 2008$726
    
    
    $150
    
    
    $726
    
    
    $150million
    
    
    million
    
    
    million
    
    
    million($ and shares in millions, except conversion prices)
    
    notes
    
    
    notes
    
    
    notes
    
    
    notesCarrying amount of the equity component
    
    $
    216
    
    
    $
    38
    
    
    $
    216
    
    
    $
    38Principal amount of the liability component
    
    
    726
    
    
    
    150
    
    
    
    726
    
    
    
    150Unamortized discount of liability component
    
    
    115
    
    
    
    18
    
    
    
    126
    
    
    
    20Net carrying amount of liability component
    
    
    611
    
    
    
    132
    
    
    
    600
    
    
    
    130Remaining amortization period of discount
    
    27 months
    
    22 months
    
    
    (b
    )
    
    
    (b
    )Conversion price
    
    $
    32.64
    
    
    $
    43.90
    
    
    
    (b
    )
    
    
    (b
    )Number of shares to be issued upon conversion
    
    
    22.2
    
    
    
    3.4
    
    
    
    (b
    )
    
    
    (b
    )Effective interest rate on liability component
    
    
    12.8
    %
    
    
    12.1
    %
    
    
    (b
    )
    
    
    (b
    )Non-cash interest cost recognized for 2009 period (a)
    
    $
    11
    
    
    $
    2
    
    
    
    (b
    )
    
    
    (b
    )Cash interest cost recognized for 2009 period (a)
    
    
    8
    
    
    
    2
    
    
    
    (b
    )
    
    
    (b
    )
 
 (a)
    
    Interest cost relates to both the contractual interest coupon and amortization of the discount on the
liability component. Interest cost for the three months ended March 31, 2008 included non-cash expense of $10
million and cash expense of $8 million for the $726 million notes; and non-cash expense of $2 million and cash
expense of $2 million for the $150 million notes.(b)
    
    Data not required by APB 14-1.  Disclosures about Derivative Instruments and Hedging Activities-an amendment of
FASB Statement No. 133 Fair Value Measurements Effective Date of FASB
Statement No. 157.
  12




---



##### Table of Contents



Accounting Standards Not Yet Adopted. Determining Fair Value when the Volume and
Level of Activity for the Asset
or Liability have Significantly Decreased and Identifying Transactions that are not Orderly
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Interim Disclosures about Fair
Value of Financial Instruments Disclosures about Fair Value of Financial Instruments
 (3) Company Operational Plans
   Severance.
 (In millions)Balance at December 31, 2008
    
    $
    81Payments
    
    
    (16
    )Accruals
    
    
    (5
    )Balance at March 31, 2009
    
    $
    60
 Condensed Statements of Consolidated Operations (Unaudited).
  13




---



##### Table of Contents



Aircraft.
 B737s (Mainline)
    
    
    All Other Mainline
    
    
    Total
    
    
    RegionalOwned
    
    
    Leased
    
    
    Total
    
    
    Owned
    
    
    Leased
    
    
    Total
    
    
    Mainline
    
    
    Affiliates
    
    
    TotalAircraft at December 31, 2008
    
    
    18
    
    
    
    28
    
    
    
    46
    
    
    
    191
    
    
    
    172
    
    
    
    363
    
    
    
    409
    
    
    
    280
    
    
    
    689Added to (removed from) operating
fleet
    
    
    (7
    )
    
    
    (5
    )
    
    
    (12
    )
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    (13
    )
    
    
    6
    
    
    
    (7
    )Transferred from leased to owned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transferred from owned to leased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Aircraft at March 31, 2009
    
    
    11
    
    
    
    23
    
    
    
    34
    
    
    
    182
    
    
    
    180
    
    
    
    362
    
    
    
    396
    
    
    
    286
    
    
    
    682Nonoperating at December 31, 2008 (a)
    
    
    24
    
    
    
    12
    
    
    
    36
    
    
    
    3
    
    
    
    
    
    
    
    3
    
    
    
    39
    
    
    
    
    
    
    
    39Removed from operating fleet
    
    
    7
    
    
    
    5
    
    
    
    12
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    13
    
    
    
    
    
    
    
    13Returned to lessors
    
    
    
    
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )Nonoperating at March 31, 2009 (a)
    
    
    31
    
    
    
    12
    
    
    
    43
    
    
    
    4
    
    
    
    
    
    
    
    4
    
    
    
    47
    
    
    
    
    
    
    
    47
 
 (a)
    
    At December 31, 2008 and March 31, 2009, United had one less owned and one more
leased nonoperating B737 aircraft as compared to the UAL amounts shown in this table.   (In millions)Balance at December 31, 2008
    
    $
    16Accruals
    
    
    9Payments
    
    
    (3
    )Balance at March 31, 2009
    
    $
    22
  Other Costs.
 (4) Voluntary Reorganization Under Chapter 11 of the United States Bankruptcy Code
 Bankruptcy Considerations.
  14




---



##### Table of Contents



Significant Matters Resolved in Chapter 11 Cases.
 SFO Municipal Bond Secured Interest
 Significant Matters Remaining to be Resolved in Chapter 11 Cases.
 LAX Municipal Bond Secured Interest.
 Claims Resolution Process. Condensed Statements of Consolidated Financial Position (Unaudited)
 (In millions)Balance at December 31, 2008
    
    $
    96Payments
    
    
    (5
    )Accruals
    
    
    (1
    )Balance at March 31, 2009
    
    $
    90
 (5) Common Stockholders Deficit
  (6) Per Share Amounts (UAL Only)
 Earnings per Share
  15




---



##### Table of Contents



Three Months EndedMarch 31,(In millions)
    
    2009
    
    
    2008(Adjusted)Loss per share:Net loss
    
    $
    (382
    )
    
    $
    (549
    )Preferred stock dividend requirements
    
    
    
    
    
    
    (2
    )Loss available to common stockholders
    
    $
    (382
    )
    
    $
    (551
    )Basic weighted average shares outstanding
    
    
    144.7
    
    
    
    121.1Loss per share, basic and diluted
    
    $
    (2.64
    )
    
    $
    (4.55
    )Potentially dilutive shares excluded from diluted per share amounts:Stock options
    
    
    4.3
    
    
    
    4.2Restricted shares (a)
    
    
    0.8
    
    
    
    1.42% preferred securities
    
    
    
    
    
    
    8.14.5% senior limited-subordination convertible notes
    
    
    22.2
    
    
    
    22.15% convertible notes
    
    
    3.4
    
    
    
    3.430.7
    
    
    
    39.2
 
 (a)
    
    As discussed in Note 2, New Accounting Pronouncements, these shares will also impact
the computation of basic earnings per share in periods with income, because the shares are
participating securities under EITF 03-6-1. (7) Share-Based Compensation Plans
  OptionsOutstanding at beginning of period
    
    
    4,353,672Granted
    
    
    24,000Canceled
    
    
    (96,486
    )Outstanding at end of period
    
    
    4,281,186Exercisable (vested) at end of period
    
    
    2,906,775
  Restricted StockNonvested at beginning of period
    
    
    1,430,675Granted
    
    
    16,000Vested
    
    
    (593,980
    )Terminated
    
    
    (8,680
    )Nonvested at end of period
    
    
    844,015
   16




---



##### Table of Contents



(8) Income Taxes
      Share-Based Payment
  17




---



##### Table of Contents



(9) Retirement and Postretirement Plans
   Pension Benefits
    
    
    Other BenefitsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,(In millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    2
    
    
    $
    2
    
    
    $
    7
    
    
    $
    8Interest cost
    
    
    2
    
    
    
    3
    
    
    
    29
    
    
    
    30Expected return on plan assets
    
    
    (2
    )
    
    
    (3
    )
    
    
    (1
    )
    
    
    (1
    )Gain due to curtailment
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    Amortization of unrecognized gain and prior service cost
    
    
    
    
    
    
    (1
    )
    
    
    (5
    )
    
    
    (4
    )Net periodic benefit costs
    
    $
    2
    
    
    $
    1
    
    
    $
    24
    
    
    $
    33
 (10) Segment Information
  UAL segment information
 Three Months EndedMarch 31,(In millions)
    
    2009
    
    
    2008(Adjusted)Revenue:Mainline
    
    $
    3,032
    
    
    $
    3,996United Express
    
    
    659
    
    
    
    715Total
    
    $
    3,691
    
    
    $
    4,711Segment loss:Mainline
    
    $
    (280
    )
    
    $
    (488
    )United Express
    
    
    (12
    )
    
    
    (64
    )Asset impairment and special items (a)
    
    
    (119
    )
    
    
    Less: equity earnings (b)
    
    
    (1
    )
    
    
    (2
    )Consolidated loss before income taxes and equity in earnings of affiliates
    
    $
    (412
    )
    
    $
    (554
    )
 United segment information
 Three Months EndedMarch 31,(In millions)
    
    2009
    
    
    2008(Adjusted)Revenue:Mainline
    
    $
    3,035
    
    
    $
    3,996United Express
    
    
    659
    
    
    
    715Total
    
    $
    3,694
    
    
    $
    4,711Segment loss:Mainline
    
    $
    (279
    )
    
    $
    (488
    )United Express
    
    
    (12
    )
    
    
    (64
    )Asset impairment and special items (a)
    
    
    (119
    )
    
    
    Less: equity earnings (b)
    
    
    (1
    )
    
    
    (2
    )Consolidated loss before income taxes and equity in earnings of affiliates
    
    $
    (411
    )
    
    $
    (554
    )
 
 (a)
    
    Asset impairment and special items are only applicable to the Mainline segment.(b)
    
    Equity earnings are part of the Mainline segment.  18




---



##### Table of Contents



(11) Comprehensive Income (Loss)
  (12) Fair Value Measurements and Derivative Instruments
 Fair Value Information.
 Level 1
    
    Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities.Level 2
    
    Observable inputs other than quoted prices included in Level 1,
such as quoted prices for similar assets and liabilities in active
markets; quoted prices for identical or similar assets and
liabilities in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities.
 Condensed Statements of Consolidated Financial Position
(Unaudited)
 Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Totalfor
    
    
    Observable
    
    
    Unobservable
    
    
    Gains/Identical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    (Losses)(In millions)
    
    March 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    (Level 3) (a)Assets and Liabilities Measured at
Fair Value on a Recurring Basis:Financial assets:EETC available-for-sale securities
    
    $
    42
    
    
    $
    
    
    
    $
    
    
    
    $
    42
    
    
    $
    (2
    )Fuel derivative instruments
    
    
    3
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    Total financial assets
    
    $
    45
    
    
    $
    
    
    
    $
    3
    
    
    $
    42
    
    
    $
    (2
    )Financial liabilities:Current fuel derivative instruments
    
    $
    (477
    )
    
    $
    
    
    
    $
    (477
    )Noncurrent fuel derivative instruments
    
    
    (7
    )
    
    
    
    
    
    
    (7
    )Fuel derivative instrument payables (b)
    
    
    (97
    )
    
    
    
    
    
    
    (97
    )Total financial liabilities
    
    $
    (581
    )
    
    $
    
    
    
    $
    (581
    )
 
 (a)
    
    During the three months ended March 31, 2009, changes in the fair value of Level 3 EETC
securities are classified within Accumulated other comprehensive income in the Companys
financial statements.(b)
    
    Fuel derivative instrument payables, which are classified as other current liabilities,
represent pending settlements of contract premiums and expired contracts.  19




---



##### Table of Contents



Level 3 Financial Assets and Liabilities
 Three Months EndedMarch 31, 2009Available-for-Sale(In millions)
    
    SecuritiesBalance at beginning of period
    
    $
    46Unrealized gains (losses) relating to instruments held
at reporting date
    
    
    (2
    )Return of principal
    
    
    (2
    )Balance at end of period
    
    $
    42
 Condensed Statements of Consolidated Financial Position
(Unaudited).
 Condensed Statements of Consolidated Financial
Position (Unaudited)
 Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significant
    
    
    Totalfor
    
    
    Observable
    
    
    Unobservable
    
    
    Gains/Identical Assets
    
    
    Inputs
    
    
    Inputs
    
    
    (Losses)(In millions)
    
    March 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    (Level 3)Nonfinancial Assets
Measured at Fair
Value on a
Recurring Basis:Tradenames
    
    $
    460
    
    
    $
    
    
    
    $
    
    
    
    $
    460
    
    
    $
    (110
    )
 Goodwill and
Other Intangible Assets
 Derivative Instruments
 Aircraft Fuel Hedges.
 Accounting for Derivative Instruments and Hedging Activities
  20




---



##### Table of Contents



Condensed Statements of Consolidated Operations
(Unaudited)
 NonoperatingMainline Fuel
    
    
    Income (Expense)
    
    
    TotalThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,(In millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Fuel hedges (a):Cash net gain (loss) on settled contracts
    
    $
    (242
    )
    
    $
    12
    
    
    $
    (81
    )
    
    $
    
    
    
    $
    (323
    )
    
    $
    12Non-cash net mark-to-market gain (loss)
    
    
    191
    
    
    
    30
    
    
    
    72
    
    
    
    
    
    
    
    263
    
    
    
    30Total
    
    $
    (51
    )
    
    $
    42
    
    
    $
    (9
    )
    
    $
    
    
    
    $
    (60
    )
    
    $
    42
 
 (a)
    
    Fuel hedge gains (losses) are not allocated to Regional affiliates expense.  Asset Derivatives
    
    
    Liability DerivativesBalance Sheet
    
    
    March 31,
    
    
    March 31,(In millions)
    
    Location
    
    
    2009
    
    
    2009Derivatives not designated as
hedging instruments under
Statement 133:Fuel contracts due within one year
    
    Fuel derivativeinstruments
    
    $
    51
    
    
    $
    528Fuel contracts due within one year
    
    Receivables
    
    
    3
    
    
    
    Fuel contracts due after one year
    
    Other Liabilities
    
    
    
    
    
    
    7Foreign exchange contracts
    
    Receivables
    
    
    
    
    
    
    Total derivatives
    
    
    
    
    
    $
    54
    
    
    $
    535
   Barrels hedged (in 000s)
    
    
    Weighted-average price per barrelPercentage ofProjectedFuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payment
    
    
    Payment
    
    
    Hedge
    
    
    HedgeRequirements
    
    
    Purchased
    
    
    Sold
    
    
    Purchased
    
    
    Sold
    
    
    Obligation
    
    
    Obligation
    
    
    Protection
    
    
    ProtectionHedged (a)
    
    
    Puts
    
    
    Puts
    
    
    Calls
    
    
    Calls
    
    
    Ends
    
    
    Begins
    
    
    Begins
    
    
    Ends%
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    $
    
    
    $
    
    
    $Second Quarter 2009:Calls
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    3,075
    
    
    
    
    
    
    NA
    
    
    NA
    
    
    
    
    
    
    
    72(
    b)

    
    NACollars
    
    
    8
    (9)
    
    
    
    
    
    
    1,350
    
    
    
    1,125
    
    
    
    
    
    
    NA
    
    
    
    113
    
    
    
    
    

    

    
    125
    
    
    NA3-way collars
    
    
    21
    (27)
    
    
    
    
    
    
    3,900
    
    
    
    3,150
    
    
    
    3,150
    
    
    NA
    
    
    
    103
    
    
    
    
    

    
    
    118
    
    
    
    1464-way collars
    
    
    2
    
    
    
    225
    
    
    
    225
    
    
    
    225
    
    
    
    225
    
    
    
    63
    
    
    
    78
    
    
    
    
    

    
    
    95
    
    
    
    135Total
    
    
    52
    
    
    
    225
    
    
    
    5,475
    
    
    
    7,575
    
    
    
    3,375Purchased puts
    
    
    7
    
    
    
    1,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53
    
    
    NA
    
    
    
    

    

    
    NA
    
    
    NALast Nine Months
of 2009:Calls
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    6,225
    
    
    
    
    
    
    NA
    
    
    NA
    
    
    
    
    
    
    

    68(
    c)
    
    NACollars
    
    
    3
    (5)
    
    
    
    
    
    
    2,025
    
    
    
    1,500
    
    
    
    
    
    
    NA
    
    
    
    113
    
    
    
    
    

    
    
    127
    
    
    NA3-way collars
    
    
    16
    (19)
    
    
    
    
    
    
    8,400
    
    
    
    6,825
    
    
    
    6,825
    
    
    NA
    
    
    
    101
    
    
    
    
    

    
    
    117
    
    
    
    1494-way collars
    
    
    2
    
    
    
    675
    
    
    
    675
    
    
    
    675
    
    
    
    675
    
    
    
    63
    
    
    
    78
    
    
    
    
    

    
    
    95
    
    
    
    135Total
    
    
    35
    
    
    
    675
    
    
    
    11,100
    
    
    
    15,225
    
    
    
    7,500Purchased puts
    
    
    11
    
    
    
    4,575
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51
    
    
    NA
    
    
    
    

    
    

    NA
    
    
    NA
 
 (a)
    
    Percent of expected consumption represents the notional amount of the 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 percentages in
parentheses represent the notional amount of sold puts in these hedge structures.(b)
    
    Call position average includes the following two groupings of positions: 13% of
consumption with protection beginning at $52 per barrel and 8% of consumption beginning at
$106 per barrel.(c)
    
    Call position average includes the following two groupings of positions: 10% of
consumption with protection beginning at $54 per barrel and 4% of consumption beginning at
$106 per barrel.  21




---



##### Table of Contents



Foreign Exchange. tatement of Consolidated Operations (Unaudited).
 (13) Commitments, Contingent Liabilities and Uncertainties
 General Guarantees and Indemnifications.
 Bankruptcy Matters.
 Legal and Environmental.
   22




---



##### Table of Contents



Contingent Senior Unsecured Notes.
 Commitments. Condensed Statements of Consolidated Financial
Position (Unaudited)
 Municipal Bond Guarantee. Statements of Consolidated Financial Position
  23




---



##### Table of Contents



(14) Debt Obligations and Other Financing Transactions
  Amended Credit Facility and Letters of Credit
  New Financing Arrangements
    Credit Card Processing Agreements
     24




---



##### Table of Contents



(15) Asset Impairments and Special Items
 Impairment Testing. Goodwill and Other Intangible Assets Accounting for the Impairment or Disposal of Long-Lived Assets
      Special items.
  25




---



##### Table of Contents



(16) Related Party Transactions
  (17) Subsequent Events
     26




---



##### Table of Contents



ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Overview
 ®
 ®
  Company Operational Plans.
 Recent Developments.
 
    
    The Company is taking appropriate actions to respond to the current economic environment
as indicated by its significant capacity reductions. However, consolidated passenger
revenue per available seat mile (ASM) was down 11% in the first quarter of 2009 as
compared to the year-ago period as a result of the weak economy.
 
    
    During the first quarter of 2009, the Company maintained its momentum on cost control
with a mainline unit cost per available seat mile decrease of 13.1% compared to the first
quarter of 2008, reflecting the impact of lower fuel prices year-over-year and the
Companys cost savings initiatives.
 
    
    The Companys consolidated fuel expense decreased $890 million, or 48%, year-over-year,
including hedge impacts.
 
    
    The Company raised approximately $500 million in new liquidity in the first quarter of
2009 through various activities, including aircraft and engine financings, airport facility
relocations, equity issuances and asset sales. The Company had an unrestricted cash balance
of $2.46 billion as of March 31, 2009.
 
    
    As part of the Companys cash conservation efforts, its non-aircraft capital expenditure
plan has been reduced from $450 million to $350 million for the full year 2009, with
approximately $79 million of capital spending in the first quarter of 2009.
 
    
    United achieved a No. 1 ranking in on-time performance among the five major U.S. network
carriers for the first quarter of 2009, with 80.5% of flights arriving within 14 minutes of
scheduled arrival time. The Company paid $265 in on-time incentive payments to each of more
than 40,000 front-line employees during the quarter under its new on-time incentive
program. The Companys first quarter on-time ranking improved from fourth place last year
to first place this year.
  27




---



##### Table of Contents



Continental Alliance.
 Summary of Financial Results.
  Three Months Ended
    
    
    Favorable/(unfavorable)March 31,
    
    
    $
    
    
    %(In millions)
    
    2009
    
    
    2008
    
    
    Change
    
    
    Change(Adjusted (a))UAL InformationTotal revenues
    
    $
    3,691
    
    
    $
    4,711
    
    
    $
    (1,020
    )
    
    
    (21.7
    )Mainline fuel purchase cost
    
    
    748
    
    
    
    1,617
    
    
    
    869
    
    
    
    53.7Operating non-cash fuel hedge gain (b)
    
    
    (191
    )
    
    
    (30
    )
    
    
    161
    
    
    NMOperating cash fuel hedge (gain) loss (b)
    
    
    242
    
    
    
    (12
    )
    
    
    (254
    )
    
    NMRegional affiliate fuel expense (c)
    
    
    164
    
    
    
    278
    
    
    
    114
    
    
    
    41.0Asset impairment and special items
    
    
    119
    
    
    
    
    
    
    
    (119
    )
    
    
    Severance and other charges (see below)
    
    
    (15
    )
    
    
    6
    
    
    
    21
    
    
    
    Other operating expenses
    
    
    2,906
    
    
    
    3,293
    
    
    
    387
    
    
    
    11.8Nonoperating non-cash fuel hedge gain (b)
    
    
    (72
    )
    
    
    
    
    
    
    72
    
    
    
    Nonoperating cash fuel hedge loss (b)
    
    
    81
    
    
    
    
    
    
    
    (81
    )
    
    
    Other nonoperating expense (d)
    
    
    120
    
    
    
    111
    
    
    
    (9
    )
    
    
    (8.1
    )Income tax expense (benefit)
    
    
    (29
    )
    
    
    (3
    )
    
    
    26
    
    
    NMNet income (loss)
    
    $
    (382
    )
    
    $
    (549
    )
    
    $
    167
    
    
    
    30.4United net income (loss)
    
    $
    (381
    )
    
    $
    (548
    )
    
    $
    167
    
    
    
    30.5
 
 (a)
    
    As discussed in Note 2, New Accounting Pronouncements, in Combined Notes to Condensed
Consolidated Financial Statements (Unaudited),certain amounts have been adjusted from the
Companys historical results due to the adoption of FSP APB 14-1.(b)
    
    See the table below for additional information related to fuel hedge adjustments.(c)
    
    Regional affiliates fuel expense is classified as part of Regional Affiliates expense
in the Companys Condensed Statements of Consolidated Operations (Unaudited).(d)
    
    Includes equity in earnings of affiliates.  28




---



##### Table of Contents



Three Months EndedMarch 31,(In millions)
    
    2009
    
    
    2008
    
    
    Income statement classificationLease termination
    
    $
    9
    
    
    $
    Impairment of tradename
    
    
    110
    
    
    
    Asset impairment and special items
    
    
    119
    
    
    
    
    
    
    Asset impairment and special itemsSeverance
    
    
    (5
    )
    
    
    
    
    
    Salaries and related costsEmployee benefit obligation adjustment
    
    
    (32
    )
    
    
    6
    
    
    Salaries and related costsAccelerated depreciation related to aircraft groundings
    
    
    22
    
    
    
    
    
    
    Depreciation and amortizationSeverance and other charges
    
    
    (15
    )
    
    
    6Total asset impairments, special items and other charges
    
    
    104
    
    
    
    6Net operating non-cash fuel hedge gain
    
    
    (191
    )
    
    
    (30
    )
    
    Aircraft fuelNet nonoperating non-cash fuel hedge gain
    
    
    (72
    )
    
    
    
    
    
    Miscellaneous, netTotal non-cash fuel hedge gain
    
    
    (263
    )
    
    
    (30
    )Income tax expense (benefit) on impairments and other charges
    
    
    (38
    )
    
    
    
    
    
    Income tax expense (benefit)Impairments and other charges (net of tax) and non-cash
fuel hedge gains
    
    
    (197
    )
    
    
    (24
    )
 Liquidity.
 As of
    
    
    As ofMarch 31,
    
    
    December 31,(In millions)
    
    2009
    
    
    2008Cash and cash equivalents
    
    $
    2,457
    
    
    $
    2,039Restricted cash
    
    
    255
    
    
    
    272Total cash
    
    $
    2,712
    
    
    $
    2,311
 Three Months EndedMarch 31,2009
    
    
    2008Net cash provided (used) by operating activities
    
    $
    426
    
    
    $
    (80
    )Net cash provided by investing activities
    
    
    65
    
    
    
    1,725Net cash used by financing activities
    
    
    (73
    )
    
    
    (466
    )
 Results
of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Liquidity and Capital Resources Item 3.
Quantitative and Qualitative Disclosures about Market Risk
  29




---



##### Table of Contents



Capital Commitments. Condensed Consolidated Statements of Financial
Position (Unaudited) Combined Notes to Condensed
Consolidated Financial Statements (Unaudited).
 Contingencies. Combined Notes to Condensed Consolidated Financial Statements (Unaudited).
 Municipal Bond Obligations & Off-Balance Sheet Financing. Condensed Statements of
Consolidated Financial Position (Unaudited)
 Legal and Environmental.
     30




---



##### Table of Contents



Combined Notes to
Condensed Consolidated Financial Statements (Unaudited)
 Results of Operations
  Overview
 Operating Revenues.
 Three Months EndedMarch 31,
    
    
    $
    
    
    %(In millions)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangePassengerUnited Airlines
    
    $
    2,701
    
    
    $
    3,545
    
    
    
    (844
    )
    
    
    (23.8
    )PassengerRegional Affiliates
    
    
    659
    
    
    
    715
    
    
    
    (56
    )
    
    
    (7.8
    )Cargo
    
    
    124
    
    
    
    218
    
    
    
    (94
    )
    
    
    (43.1
    )Other operating revenues
    
    
    207
    
    
    
    233
    
    
    
    (26
    )
    
    
    (11.2
    )UAL total
    
    $
    3,691
    
    
    $
    4,711
    
    
    
    (1,020
    )
    
    
    (21.7
    )United total
    
    $
    3,694
    
    
    $
    4,711
    
    
    
    (1,017
    )
    
    
    (21.6
    )
  UnitedDomestic
    
    
    Pacific
    
    
    Atlantic
    
    
    Latin
    
    
    Mainline
    
    
    Express
    
    
    ConsolidatedIncrease (decrease) from 2008:Passenger revenues (in millions)
    
    $
    (446
    )
    
    $
    (233
    )
    
    $
    (113
    )
    
    $
    (52
    )
    
    $
    (844
    )
    
    $
    (56
    )
    
    $
    (900
    )Passenger revenues
    
    
    (21.6
    )%
    
    
    (30.1
    )%
    
    
    (20.6
    )%
    
    
    (33.0
    )%
    
    
    (23.8
    )%
    
    
    (7.8
    )%
    
    
    (21.1
    )%Available seat miles (ASMs) (a)
    
    
    (12.8
    )%
    
    
    (16.5
    )%
    
    
    (8.3
    )%
    
    
    (16.7
    )%
    
    
    (13.1
    )%
    
    
    5.2
    %
    
    
    (11.3
    )%Revenue passenger miles (RPMs) (b)
    
    
    (12.2
    )%
    
    
    (21.8
    )%
    
    
    (13.7
    )%
    
    
    (21.1
    )%
    
    
    (15.1
    )%
    
    
    4.5
    %
    
    
    (13.2
    )%Passenger revenues per ASM (PRASM)
    
    
    (10.1
    )%
    
    
    (16.3
    )%
    
    
    (13.4
    )%
    
    
    (19.6
    )%
    
    
    (12.3
    )%
    
    
    (12.4
    )%
    
    
    (11.1
    )%Yield (c)
    
    
    (14.3
    )%
    
    
    (4.6
    )%
    
    
    (3.6
    )%
    
    
    (9.0
    )%
    
    
    (10.4
    )%
    
    
    (11.8
    )%
    
    
    (9.2
    )%Passenger load factor (points) (d)
    
    0.6
    pts.
    
    (5.0
    )pts.
    
    (4.4
    )pts.
    
    (4.2
    )pts.
    
    (1.7
    )pts.
    
    (0.5
    )pts.
    
    (1.7
    )pts.
 
 a)
    
    ASMs are the number of seats available for passengers multiplied by the number of
scheduled miles those seats are flown.b)
    
    RPMs are the number of scheduled miles flown by revenue passengers.c)
    
    Yield is a measure of average price paid per passenger mile, which is calculated by
dividing passenger revenues by RPMs. Yields for geographic regions exclude charter revenue
and RPMs.d)
    
    Passenger load factor is derived by dividing RPMs by ASMs.    31




---



##### Table of Contents



Operating Expenses. Operating Revenues
 Three Months EndedMarch 31,
    
    
    $
    
    
    %(In millions)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangeSalaries and related costs
    
    $
    921
    
    
    $
    1,046
    
    
    $
    (125
    )
    
    
    (12.0
    )Aircraft fuel
    
    
    799
    
    
    
    1,575
    
    
    
    (776
    )
    
    
    (49.3
    )Regional affiliates
    
    
    671
    
    
    
    779
    
    
    
    (108
    )
    
    
    (13.9
    )Purchased services
    
    
    287
    
    
    
    349
    
    
    
    (62
    )
    
    
    (17.8
    )Depreciation and amortization
    
    
    233
    
    
    
    220
    
    
    
    13
    
    
    
    5.9Aircraft maintenance materials and outside repairs
    
    
    225
    
    
    
    317
    
    
    
    (92
    )
    
    
    (29.0
    )Landing fees and other rent
    
    
    221
    
    
    
    230
    
    
    
    (9
    )
    
    
    (3.9
    )Distribution expenses
    
    
    118
    
    
    
    184
    
    
    
    (66
    )
    
    
    (35.9
    )Aircraft rent
    
    
    88
    
    
    
    99
    
    
    
    (11
    )
    
    
    (11.1
    )Cost of third party sales
    
    
    53
    
    
    
    64
    
    
    
    (11
    )
    
    
    (17.2
    )Asset impairments and special items
    
    
    119
    
    
    
    
    
    
    
    119
    
    
    
    Other operating expenses
    
    
    238
    
    
    
    289
    
    
    
    (51
    )
    
    
    (17.6
    )UAL total
    
    $
    3,973
    
    
    $
    5,152
    
    
    $
    (1,179
    )
    
    
    (22.9
    )United total
    
    $
    3,975
    
    
    $
    5,152
    
    
    $
    (1,177
    )
    
    
    (22.8
    )
  32




---



##### Table of Contents



$
    
    
    Average price per gallon (in cents)Three Months Ended March 31,%
    
    
    
    
    
    
    
    
    
    
    %(In millions, except per gallon)
    
    2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeMainline fuel purchase cost
    
    $
    748
    
    
    $
    1,617
    
    
    
    (53.7
    )
    
    
    159.1
    
    
    
    290.8
    
    
    
    (45.3
    )Non-cash fuel hedge (gains) losses in mainline fuel
    
    
    (191
    )
    
    
    (30
    )
    
    NM
    
    
    
    (40.6
    )
    
    
    (5.4
    )
    
    NMCash fuel hedge (gains) losses in mainline fuel
    
    
    242
    
    
    
    (12
    )
    
    
    
    
    
    
    51.5
    
    
    
    (2.1
    )
    
    
    Total mainline fuel expense
    
    
    799
    
    
    
    1,575
    
    
    
    (49.3
    )
    
    
    170.0
    
    
    
    283.3
    
    
    
    (40.0
    )Regional affiliates fuel expense (a)
    
    
    164
    
    
    
    278
    
    
    
    (41.0
    )
    
    
    178.3
    
    
    
    302.2
    
    
    
    (41.0
    )UAL system operating fuel expense
    
    $
    963
    
    
    $
    1,853
    
    
    
    (48.0
    )
    
    
    171.4
    
    
    
    286.0
    
    
    
    (40.1
    )Nonoperating non-cash fuel hedge (gains)losses
    
    
    (72
    )
    
    
    
    
    
    
    Nonoperating cash fuel hedge (gains) losses
    
    
    81
    
    
    
    
    
    
    
    Mainline fuel consumption (gallons)
    
    
    470
    
    
    
    556
    
    
    
    (15.5
    )Regional affiliates fuel consumption (gallons)
    
    
    92
    
    
    
    92
    
    
    
    Total fuel consumption (gallons)
    
    
    562
    
    
    
    648
    
    
    
    (13.3
    )
 
 (a)
    
    Regional affiliate fuel costs are classified as part of Regional affiliate expense.        33




---



##### Table of Contents



Combined Notes
to Condensed Consolidated Financial Statements (Unaudited
  Other income (expense).
 Three Months Ended
    
    
    Favorable/(Unfavorable)March 31,
    
    
    Change(In millions)
    
    2009
    
    
    2008
    
    
    $
    
    
    %(Adjusted)Interest expense
    
    $
    (134
    )
    
    $
    (147
    )
    
    $
    13
    
    
    
    8.8Interest income
    
    
    7
    
    
    
    48
    
    
    
    (41
    )
    
    
    (85.4
    )Interest capitalized
    
    
    3
    
    
    
    5
    
    
    
    (2
    )
    
    
    (40.0
    )Miscellaneous, net:Non-cash fuel hedge gain
    
    
    72
    
    
    
    
    
    
    
    72
    
    
    
    Cash fuel hedge loss
    
    
    (81
    )
    
    
    
    
    
    
    (81
    )
    
    
    Other miscellaneous, net
    
    
    3
    
    
    
    (19
    )
    
    
    (22
    )
    
    
    UAL total
    
    $
    (130
    )
    
    $
    (113
    )
    
    $
    (17
    )
    
    
    (15.0
    )United total
    
    $
    (130
    )
    
    $
    (113
    )
    
    $
    (17
    )
    
    
    (15.0
    )
   Income Taxes. Combined Notes to
Condensed Consolidated Financial Statements (Unaudited)
  34




---



##### Table of Contents



Liquidity and Capital Resources
  
    
    Higher crude oil prices and the cost and effectiveness of hedging crude oil
prices may require the use of significant liquidity in future periods.
 
    
    The price of crude oil has decreased significantly from its record high in July
2008. Over the long-term, lower crude oil prices will further benefit the Company as
the unfavorable hedge contracts terminate and the Company realizes the benefit of
lower jet fuel acquisition costs on a larger percentage of its fuel consumption. In
2008, the Company entered into derivative contracts (including collar strategies) to
hedge the risk of future price increases. As fuel prices fall below the floor of the
collars, the Company could have significant near-term payment obligations at the
settlement dates of these contracts. In addition, the Company has been and may in
the future be further required to provide counterparties with additional cash
collateral prior to such settlement dates. While the Companys results of operations
benefit from lower fuel prices on its unhedged fuel consumption, in the near term,
lower fuel prices could significantly impact liquidity based on the amount of cash
settlements and collateral that may be required. See Note 12, Fair Value
Measurements and Derivative Instruments, in Combined Notes to Condensed
Consolidated Financial Statements (Unaudited), as well as Item 3. Quantitative and
Qualitative Disclosures Above Market Risk,for further information regarding the
Companys fuel derivative instruments.
 
    
    Poor general economic conditions have had and may in the future continue to have
a significant adverse impact on travel demand, which has resulted in decreased
revenues and may result in decreases to revenues in future periods. In addition, the
Companys current operational plans to address the severe weakness of the global
economy may not be successful in improving its results of operations and liquidity.
 
    
    Our level of indebtedness, our non-investment grade credit rating, the current
poor credit market conditions and, to a lesser extent, the nature of the Companys
remaining assets available as collateral for loans are factors that, in the
aggregate, may limit the Companys ability to raise capital to meet liquidity needs
and/or may increase its cost of borrowing.
 
    
    Due to the factors above, and other factors, we may be unable to comply with our
Amended Credit Facility covenant that currently requires the Company to maintain an
unrestricted cash balance of $1.0 billion and will also require the Company,
beginning in the second quarter of 2009, to maintain a minimum ratio of EBITDAR to
fixed charges. If the Company does not comply with these covenants, the lenders may
accelerate repayment of these debt obligations, which would have a material adverse
impact on the Companys financial position and liquidity.
 
    
    If a default occurs under our Amended Credit Facility or other debt obligations,
the cost to cure any such default may materially and adversely impact our financial
position and liquidity, and no assurance can be provided that such a default will be
mitigated or cured.
  
    
    In the first quarter of 2009, the Company received proceeds of nearly $500
million from new financing agreements, UAL common stock sales and asset sales, as
described below.
 
    
    The Company has significant additional unencumbered aircraft and other assets
that may be sold or otherwise used as collateral to obtain additional financing, as
discussed below.
 
    
    The Company is taking aggressive actions to right-size its business including
significant capacity reductions, disposition of underperforming assets and a large
workforce reduction, among others.
   35




---



##### Table of Contents



Cash Position.
 Three Months EndedMarch 31,(In millions)
    
    2009
    
    
    2008Net cash provided (used) by operating activities
    
    $
    426
    
    
    $
    (80
    )Net cash provided by investing activities
    
    
    65
    
    
    
    1,725Net cash used by financing activities
    
    
    (73
    )
    
    
    (466
    )
 As of
    
    
    As ofMarch 31,
    
    
    December 31,2009
    
    
    2008Cash and cash equivalents
    
    $
    2,457
    
    
    $
    2,039Restricted cash
    
    
    255
    
    
    
    272Total cash
    
    $
    2,712
    
    
    $
    2,311
 Operating Activities. Combined Notes to Condensed Consolidated
Financial Statements (Unaudited)
 Investing Activities.
 Financing Activities. Combined Notes to Condensed Consolidated Financial
Statements (Unaudited)
      36




---



##### Table of Contents



Other Investing and Financing Matters.
 Credit Ratings.
 Amended Credit Facility Covenants.
  Credit Card Processing Agreements.
   Critical Accounting Policies
 Managements Discussion and Analysis of Financial Condition and Results of
Operation
  37




---



##### Table of Contents



Forward-Looking Information
 Managements Discussion and Analysis of Financial Condition and
Results of Operations
    38




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Item 7A. Quantitative
and Qualitative Disclosures About Market Risk
 Cash and Cash Equivalents
 Commodity Price Risk (Jet Fuel)
  Barrels hedged (in 000s)
    
    
    Weighted-average price per barrelPercentage ofProjectedFuel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payment
    
    
    Payment
    
    
    Hedge
    
    
    HedgeRequirements
    
    
    Purchased
    
    
    Sold
    
    
    Purchased
    
    
    Sold
    
    
    Obligation
    
    
    Obligation
    
    
    Protection
    
    
    ProtectionHedged (a)
    
    
    Puts
    
    
    Puts
    
    
    Calls
    
    
    Calls
    
    
    Ends
    
    
    Begins
    
    
    Begins
    
    
    Ends%
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    $
    
    
    $
    
    
    $Second Quarter 2009:Calls
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    3,075
    
    
    
    
    
    
    NA
    
    
    NA
    
    
    
    72
    (b)
    
    NACollars
    
    
    8
    (9)
    
    
    
    
    
    
    1,350
    
    
    
    1,125
    
    
    
    
    
    
    NA
    
    
    
    113
    
    
    
    125
    
    
    NA3-way collars
    
    
    21
    (27)
    
    
    
    
    
    
    3,900
    
    
    
    3,150
    
    
    
    3,150
    
    
    NA
    
    
    
    103
    
    
    
    118
    
    
    
    1464-way collars
    
    
    2
    
    
    
    225
    
    
    
    225
    
    
    
    225
    
    
    
    225
    
    
    
    63
    
    
    
    78
    
    
    
    95
    
    
    
    135Total
    
    
    52
    
    
    
    225
    
    
    
    5,475
    
    
    
    7,575
    
    
    
    3,375Purchased puts
    
    
    7
    
    
    
    1,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53
    
    
    NA
    
    
    NA
    
    
    NALast Nine Months
of 2009:Calls
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    6,225
    
    
    
    
    
    
    NA
    
    
    NA
    
    
    
    68
    (c)
    
    NACollars
    
    
    3
    (5)
    
    
    
    
    
    
    2,025
    
    
    
    1,500
    
    
    
    
    
    
    NA
    
    
    
    113
    
    
    
    127
    
    
    NA3-way collars
    
    
    16
    (19)
    
    
    
    
    
    
    8,400
    
    
    
    6,825
    
    
    
    6,825
    
    
    NA
    
    
    
    101
    
    
    
    117
    
    
    
    1494-way collars
    
    
    2
    
    
    
    675
    
    
    
    675
    
    
    
    675
    
    
    
    675
    
    
    
    63
    
    
    
    78
    
    
    
    95
    
    
    
    135Total
    
    
    35
    
    
    
    675
    
    
    
    11,100
    
    
    
    15,225
    
    
    
    7,500Purchased puts
    
    
    11
    
    
    
    4,575
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51
    
    
    NA
    
    
    NA
    
    
    NA
 
 (a)
    
    Percent of expected consumption represents the notional amount of the 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 percentages in
parentheses represent the notional amount of sold puts in these hedge structures.  39




---



##### Table of Contents



(b)
    
    Call position average includes the following two groupings of positions: 13% of
consumption with protection beginning at $52 per barrel and 8% of consumption beginning at
$106 per barrel.(c)
    
    Call position average includes the following two groupings of positions: 10% of
consumption with protection beginning at $54 per barrel and 4% of consumption beginning at
$106 per barrel.  Approximate Change in Cash Collateral for eachPrice of Crude Oil, in Dollars per Barrel
    
    $5 per Barrel Change in the Price of Crude OilAbove $110
    
    No collateral requiredAbove $90, but Less than or Equal to $110
    
    $35 millionAbove $30, but Less than or Equal to $90
    
    $44 millionLess than or equal to $30
    
    $37 million
  
 ITEM
4. CONTROLS AND PROCEDURES.
    40




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  In re: UAL Corporation, et. al.
 Combined Notes to Condensed Consolidated Financial Statements (Unaudited).
 United Injunction Against ALPA and Four Individual Defendants for Unlawful Slowdown Activity under
the Railway Labor Act
  
 ITEM 1A. RISK FACTORS.
   41




---



##### Table of Contents



ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  Total number ofshares purchased
    
    
    Maximum number ofas
    
    
    shares (or approximatepart of publicly
    
    
    dollar value) of sharesTotal number
    
    
    Average price
    
    
    announced
    
    
    that may yet beof shares
    
    
    paid
    
    
    plans
    
    
    purchased under thePeriod
    
    purchased(a)
    
    
    per share
    
    
    or programs
    
    
    plans or programs01/01/09  01/31/09
    
    
    205
    
    
    $
    11.02
    
    
    
    
    
    
    
    (b
    )02/01/09  02/28/09
    
    
    197,779
    
    
    
    10.00
    
    
    
    
    
    
    
    (b
    )03/01/09  03/31/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (b
    )Total
    
    
    197,984
    
    
    
    10.01
    
    
    
    
    
    
    
    (b
    )
 
 (a)
    
    Shares withheld from employees to satisfy certain tax obligations due upon the vesting of
restricted stock.(b)
    
    The UAL Corporation 2008 Incentive Compensation Plan provides for the withholding of shares
to satisfy tax obligations due upon the vesting of restricted stock or restricted stock units.
However, this plan does not specify a maximum number of shares that may be repurchased. 
 ITEM 6. EXHIBITS.
   42




---



##### Table of Contents



SIGNATURES
  UAL CORPORATION
(Registrant)Date: April 24, 2009
    By:
    /s/ Kathryn A. MikellsKathryn A. MikellsSenior Vice President and Chief Financial Officer

(principal financial and accounting officer)UNITED AIR LINES, INC.
(Registrant)Date: April 24, 2009
    By:
    /s/ Kathryn A. MikellsKathryn A. MikellsSenior Vice President and Chief Financial Officer

(principal financial officer)Date: April 24, 2009
    By:
    /s/ David M. WingDavid M. WingVice President and Controller

(principal accounting officer)  43




---



##### Table of Contents



EXHIBIT INDEX
  10.1
    
    
    Form of Cash Incentive Award Notice pursuant to the UAL Corporation
2008 Incentive Compensation Plan10.2
    
    
    Form of Restricted Stock Unit Award Notice pursuant to the UAL
Corporation 2008 Incentive Compensation Plan12.1
    
    
    UAL Corporation Computation of Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements12.2
    
    
    United Air Lines, Inc. Computation of Ratio of Earnings to Fixed
Charges and Ratio of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements31.1
    
    
    Certification of the Principal Executive Officer of UAL Pursuant to
15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of
2002)31.2
    
    
    Certification of the Principal Financial Officer of UAL Pursuant to
15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of
2002)31.3
    
    
    Certification of the Principal Executive Officer of United Pursuant
to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act
of 2002)31.4
    
    
    Certification of the Principal Financial Officer of United Pursuant
to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act
of 2002)32.1
    
    
    Certification of the Chief Executive Officer and Chief Financial
Officer of UAL Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)32.2
    
    
    Certification of the Chief Executive Officer and Chief Financial
Officer of United Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)
 
    
    Indicates management contract or compensatory plan or
arrangement.  44