SEC Filing - United Airlines Holdings, Inc.

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SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 25, 2005

(Date of earliest event reported)

UAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-6033	36-2675207
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 East Algonquin Road, Elk Grove Township, Illinois 60007

(Address of principal executive offices)

(847) 700-4000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition.

On August 25, 2005, UAL Corporation filed its monthly operating report for the period July 1, 2005 through July 31, 2005 with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1. A copy of the press release is provided hereunder as Exhibit 99.2.

Item 9.01			Financial Statements and Exhibits.

(c)	Exhibits	Description

	99.1	Monthly Operating Report of UAL Corporation for the period July 1, 2005 through July 31, 2005
	99.2	Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UAL CORPORATION


By:	/s/ Paul R. Lovejoy
Name:	Paul R. Lovejoy
Title:	Senior Vice President,
	General Counsel and Secretary

Dated: August 25, 2005

IN RE:

Exhibit 99.1

IN RE:	CHAPTER 11
UAL CORPORATION, ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff











MONTHLY OPERATING REPORT FOR THE PERIOD
July 1, 2005 THROUGH July 31, 2005

































The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to amend their MOR as necessary.

IN RE:	CHAPTER 11
UAL CORPORATION ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff





MONTHLY OPERATING REPORT FOR THE PERIOD
July 1, 2005 THROUGH July 31, 2005




DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007




DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 6238064)
	KIRKLAND & ELLIS
	200 East Randolph Street
	Chicago, IL 60601
	(312) 861-2000 (telephone)
	(312) 861-2200 (facsimile)
	Counsel for the Debtors and Debtors In Possession




REPORT PREPARER:	UAL Corporation et al



I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.



Dated: August 25, 2005	DEBTOR-IN-POSSESSION



Print Name/Title:	Frederic F. Brace
	Executive Vice President &
	Chief Financial Officer

Signature:	/s/ Frederic F. Brace




Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007


Phone:

Table of Contents

II.

UAL Corporation, et al. Unaudited Financial Statements

Condensed Consolidating Statement of Operations (Discloses only filing entities)

Statements of Consolidated Financial Position (Form 10Q to be filed by November 10, 2005)

Statements of Consolidated Cash Flows (Form 10Q to be filed by November 10, 2005)

III.

Summary of Cash Receipts and Cash Disbursements

Unaudited Consolidated Receipt Summary

Unaudited Disbursements by Legal Filing Entity and Summary

IV.

Additional Schedules

Insurance - - Certifications

Payments to Insiders - Certification

Description of Tax Trusts / Escrows

Payments to Secured Creditors and Lessors

Professional Fee Payments

Accounts Receivable Schedule and Accounts Payable Schedule

Bank Accounts and Financial Institution Relationships

Tax Questionnaire

UAL Corporation, et al. -Filing Entities



	Legal Filing Entity	Reporting Structure
1	UAL Corporation	X-1
2	United Air Lines, Inc.	X-1
3	UAL Company Services, Inc.	X-1
4	UAL Loyalty Services, Inc.	X-2
5	Mileage Plus Holdings, Inc.	X-4
6	Mileage Plus Marketing, Inc.	X-5
7	MyPoints.com, Inc.	X-1
8	Confetti Inc.	X-7
9	Cybergold, Inc.	X-7
10	iTarget.com, Inc.	X-7
11	MyPoints Offline Services, Inc.	X-7
12	UAL Benefits Management Inc.	X-1
13	United BizJet Holdings, Inc.	X-1
14	BizJet Charter, Inc.	X-13
15	BizJet Fractional, Inc.	X-13
16	BizJet Services, Inc.	X-13
17	Kion Leasing, Inc.	X-2
18	Premier Meeting and Travel Services, Inc.	X-2
19	United Aviation Fuels Corporation	X-2
20	United Cogen, Inc.	X-2
21	Mileage Plus, Inc.	X-2
22	United GHS, Inc.	X-2
23	United Worldwide Corporation	X-2
24	United Vacations, Inc.	X-2
25	Four Star Leasing, Inc.	X-1
26	Air Wis Services, Inc.	X-1
27	Air Wisconsin, Inc.	X-26
28	Domicile Management Services, Inc.	X-26

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE MONTH ENDED July 31, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,787,698

Total operating expenses		1,674,574

Earnings (loss) from operations		113,124



Non-operating income (expenses):
Net interest expense		(46,932)
Other income (expenses), net:		9,977
Total non-operating income (expenses):		(36,955)



Net Earnings (loss) before Reorganization items		76,169


Reorganization Expenses		(350,089)

Net earnings (loss)		(273,920)






^{1 These amounts do not agree to other financial statements included in the periodic public filings that are required by the SEC. This is due to the impact of certain non-filed entities and intercompany eliminations on United's consolidated results, which are not considered in the amounts disclosed here.}

CASE NAME: UAL Corporation et al.		CASE NUMBERS : 02-48191 through 02-48218

Filed Entities of UAL Corporation ¹

SUMMARY OF CASH RECEIPTS AND CASH DISBURSEMENTS ²

For The Period Ending July 31, 2005								(Amounts in US dollar $)

BEGINNING BALANCE (ending balance June 30, 2005)
Operating Accounts - DOM								$30,503,888
Operating Accounts - INT								$53,586,622
London Overnight Investment Balance								$1,290,960
Liquidity Pool								$1,559,934,291
Restricted Cash ³								$946,420,785
Subsidiaries:
a. Mileage Plus, Inc.								$985,672
b. Premier Meeting and Travel Services, Inc.								$1,140,745
c. MyPoints.com, Inc.								$10,278,017
d. Confetti d/b/a Ameniti Travel Clubs, Inc.								$896,645
e. Domicile Management Services, Inc.								$141,666
f. UAL Loyalty Services, Inc.								$670,155
g. United Aviation Fuel Corporation								$356,535
TOTAL BEGINNING BALANCE								$2,606,205,981

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)							$1,438,667,310
2. Debtor -In- Possession Financing							$309,562,500
3. Other receipts ⁴							$135,792,435

TOTAL RECEIPTS	(A)						$1,884,022,245


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁵
a. Officers						$1,784,000
b. Non-Officer						$169,948,723

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings						$69,552,699
b. State income tax w/held						$7,702,898
c. State sales or use tax						$221,222
d. Other ⁶						$130,057,470

3. Necessary Operational Disbursements ⁷
a. Operating Disbursements (net of Intercompany disbursements)					$1,278,513,679
b. Transferred to escrows / restricted cash				68,629

TOTAL DISBURSEMENTS	(B)		$1,657,849,318


NET RECEIPTS (Line (A) less Line (B))								$226,172,927

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)								$2,832,378,908

Bank One Overnight Investment Account (month over month change) ⁸								$568,814

TOTAL ENDING BALANCE ⁹								$2,832,947,722

Check

ENDING BALANCE (as of July 31, 2005)
Operating Accounts - DOM		$85,198,513
Operating Accounts - INT		$59,300,528
London Overnight Investment		$3,025,996
Liquidity Pool		$1,747,402,851
Restricted Cash ³		$922,659,588
Subsidiaries:
Mileage Plus, Inc.		$999,786
Premier Meeting and Travel Services, Inc.		$739,119
MyPoints.com, Inc.		$10,602,161
Confetti d/b/a Ameniti Travel Clubs, Inc.		$316,140
Domicile Management Services, Inc.		$239,168
UAL Loyalty Services, Inc.		$1,968,672
United Aviation Fuel Corporation		$495,201

TOTAL ENDING BALANCE		$2,832,947,722

^{1 See Page 4 for a list of the 28 filing entities.}
^{2 Pro forma basis, not prepared according to Generally Accepted Accounting Principles, and excludes certain elimination entries and non-cash adjustments.}
^{3 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any non-filing entities. See Schedule C of this report for a description of the Tax Trust Escrow.}
^{4 Includes activity related to restricted cash}
^{5 Includes information for domestic entities only.}
^{6 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.}
^{7 Includes certain aircraft financing payments for the month of July 2005. These payments are highlighted in Schedule D of this report.}
^{8 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.}
^{9 Ending cash balance does not include $200 million held in a Tax Trust Escrow. See Schedule C of this report for a description of the Tax Trust Escrow.}

BANK

ENTITY:

RECEIPT SUMMARY ¹

ACCTS:

See Schedule F for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,466,649,855

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,660,914

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

116,622,953

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,587,933,722

( A )

Debtor-In-Possession Financing

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

135,792,435

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

1,723,726,157

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

149,266,412

( D )

NET RECEIPTS

$1,574,459,745

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,438,667,310

(A-D )

Other receipts

135,792,435

( B )

$1,574,459,745

^{1
Includes receipt activity for United Airline's Liquidity Pool and the following
subsidiaries: MyPoints.com, Inc., Premier Meeting & Travel Services,
Inc., Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty
Services, Inc. and Domicile Management Services, Inc.}

^{2
Accounts for net repatriation to the liquidity pool in the amount of $110,589,329.}

^{3
Includes net activity related to the London overnight investment account,
interest income, aircraft and other asset sales, local station bank activity,
and transfers to restricted cash.}

^{4
Transfers in this section represent direct payments to / from various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

BANK

ENTITY:

LIQUIDITY POOL ¹

ACCTS:

Bank One Acct. #51-67795

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,297,636,077

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

$116,303,234

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,413,939,311

Debtor-In-Possession Financing

Other Non-Operational Receipts ²

SEE FOOTNOTE BELOW

$135,727,899

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS

1,549,667,210

UAL

UAL Loyalty Services, Inc.

UAL Company Services, Inc.

Confetti d/b/a Ameniti Travel Clubs, Inc.

MyPoints.com, Inc.

48,827

Cybergold, Inc.

iTarget.com, Inc.

MyPoints Offline Services, Inc.

UAL Benefits Management, Inc.

United BizJet Holdings, Inc.

United BizJet Charter, Inc.

United BizJet Fractional, Inc.

United BizJet Services, Inc.

Kion Leasing, Inc.

Premier Meeting and Travel Services, Inc.

60,844

United Aviation Fuels Corporation

12,600,000

United Cogen, Inc.

Mileage Plus, Inc.

United GHS, Inc.

United Worldwide Corporation

United Vacations, Inc.

Four Star Leasing, Inc.

Air Wisconsin Services, Inc.

Air Wisconsin , Inc.

Domicile Management Services, Inc.

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES ³

12,709,671

NET RECEIPTS

$1,536,957,538

^{1
Includes receipt activity for all filing entities of UAL Corporation (refer
to page 4) except those receipts collected by MyPoints.com, Inc., Premier
Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation
Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services,
Inc. in operating bank accounts outside of the Liquidity Pool.}

^{2
Includes net activity related to the London overnight investment account,
interest income, aircraft and other asset sales, local station bank activity,
and transfers to/from restricted cash.}

^{3
Transfers in this section represent direct payments to / from various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

638,578

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

638,578

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

2,183

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

640,760

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

6,741

NET RECEIPTS

634,020

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,140,745

Receipts

640,760

Disbursements

(1,042,387)

Reconciled Ending Balance

$739,119

Reported Ending Balance

$739,119

Difference

^{1
Transfers in this section represent direct payments to / from various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY (see above for accounts)

2,960,914

Total Non-Bank One Receipts

2,960,914

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,960,914

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

65,906

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

3,026,821

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

3,026,821

BANK STATEMENT RECONCILIATION:

Beginning Balance

$10,278,017

Receipts

3,026,821

Disbursements

(2,702,676)

Reconciled Ending Balance

$10,602,161

Reported Ending Balance

$10,602,161

Difference

^{1
Includes receipt activity for Cybergold, Inc., iTarget.com, Inc., MyPoints
Offline Services, Inc.}

^{2
Transfers in this section represent direct payments to / from various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

BANK

ENTITY:

CONFETTI D/B/A AMENITI TRAVEL CLUB, INC.

ACCTS:

Bank One 000000001061639

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

$277,372

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY (see above for accounts)

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

277,372

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

277,372

(MINUS) TRANSFERS FROM OTHER ACCOUNTS/ENTITIES¹

50,000

NET RECEIPTS

227,372

BANK STATEMENT RECONCILIATION:

Beginning Balance

$896,645

Receipts

277,372

Disbursements

(857,876)

Reconciled Ending Balance

$316,140

Reported Ending Balance

$316,140

Difference

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

13,406

Domestic Operational Receipts

SHORE BANK

$1,700,000

Total Non-Bank One Receipts

1,700,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,713,406

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

1,713,406

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

1,713,406

BANK STATEMENT RECONCILIATION:

Beginning Balance

$985,672

Receipts

1,713,406

Disbursements

(1,699,292)

Reconciled Ending Balance

$999,786

Reported Ending Balance

$999,786

Difference

UNITED AVIATION FUELS

BANK

ENTITY:

CORPORATION

ACCTS:

NORTHERN TRUST ACCT. 792705

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

163,543,604

Domestic Operational Receipts

NORTHERN TRUST COMPANY

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

163,543,604

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

163,543,604

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

136,500,000

(Provide detail above)

NET RECEIPTS

27,043,604

BANK STATEMENT RECONCILIATION:

Beginning Balance

$356,535

Receipts

163,543,604

Disbursements

(163,404,938)

Reconciled Ending Balance

$495,201

Reported Ending Balance

$495,201

Difference

BANK

BANK ONE ACCT. 11-01955, 11-02250,

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

$4,540,820

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

4,540,820

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

4,540,820

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

4,540,820

BANK STATEMENT RECONCILIATION:

Beginning Balance

$670,155

Receipts

4,540,820

Disbursements

(3,242,304)

Reconciled Ending Balance

$1,968,672

Reported Ending Balance

$1,968,672

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

110.84

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

CITIBANK

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

7/31/05

319,719

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

319,719

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(3,553)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

316,166

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

316,166

BANK STATEMENT RECONCILIATION:

Beginning Balance

$141,666

Receipts

316,166

Disbursements

(218,664)

Reconciled Ending Balance

$239,168

Reported Ending Balance

$239,168

Difference

BANK

ENTITY:

DISBURSEMENT SUMMARY¹

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,784,000

( A )

xxx

PAYROLL NON-OFFICER

169,948,723

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

469,787,003

CATERING

28,707,631

RECURRING RENT

29,099,026

GENERAL PAYABLES

790,577,510

INSURANCE

38,896,482

LANDING FEES

20,420,693

xxx

OTHER

50,291,746

SUBTOTAL EXCLUDING PAYROLL

1,427,780,091

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,599,512,813

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES³

149,266,412

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

69,552,699

b. State income tax w/held

7,702,898

c. State sales or use tax

221,222

d. Other ⁴

130,057,470

TOTAL TAXES

207,534,288

( E )

NET MONTHLY DISBURSEMENTS

$ 1,657,780,689

Forward to MOR Summary:

Officers Payroll

1,784,000

( A )

Non-Officer Payroll

169,948,723

( B )

Taxes

207,534,288

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,278,513,679

(C-D)

Sub Total

$ 1,657,780,689

Transferred to escrows / restricted cash

68,629

Total Amount to Transfer to MOR Summary

$ 1,657,849,318

^{1
Includes disbursement activity for all filing entities of UAL Corporation
(refer to page 4).}

^{2
Fuel
Summary:}

UAFC Fuel Disbursements

163,404,938

United Fuel Disbursements

306,382,065

Total Fuel Disbursements

469,787,003

Less: Intercompany Transfers

(149,100,000)

Fuel Disbursements

$ 320,687,003

^{3
Transfers in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

^{4
Includes US Federal fuel tax, transportation tax, transportation security
fees, personal property tax, excise tax, liquor tax, unemployment tax,
state & city tax and quarterly payments made to the INS, US Custom
Fees and Department of Agriculture.}

BANK

ENTITY:

UAL CORPORATION ¹

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES¹

46,695

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

46,695

GROSS DISBURSEMENTS (tie to bank statement)

46,695

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

46,695

^{1
Includes expenses incurred by members of the Board of Directors.}

^{2Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

^{3
Includes US Federal fuel tax, transportation tax, transportation security
fees, personal property tax, excise tax, liquor tax, unemployment tax,
state & city tax and quarterly payments made to the INS, US Custom
Fees and Department of Agriculture.}

BANK

ENTITY:

UNITED AIRLINES, INC. ¹

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,784,000

xxx

PAYROLL NON-OFFICER

168,628,990

AVIATION FUEL

(Includes intercompany transfer to UAFC, see below)

306,382,065

CATERING

28,707,631

RECURRING RENT

29,099,026

GENERAL PAYABLES

782,619,803

INSURANCE

38,433,702

LANDING FEES

20,420,693

xxx

OTHER ²

50,291,746

SUBTOTAL EXCLUDING PAYROLL

1,255,954,666

GROSS DISBURSEMENTS (tie to bank statement)

1,426,367,656

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

MyPoints.com, Inc.

Premier Meeting and Travel Services, Inc.

6,741

Confetti

50,000

Mileage Plus, Inc.

United Aviation Fuels Corporation

136,500,000

UAL Loyalty Services, Inc.

Domicile Management Services, Inc.

TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³

136,556,741

TAXES:

a. Federal Income Tax and FICA withholdings

69,253,738

b. State income tax w/held

7,680,908

c. State sales or use tax

220,295

d. Other (specify) ⁴

130,025,853

TOTAL TAXES

207,180,793

NET MONTHLY DISBURSEMENTS

$ 1,496,991,709

^{1
Includes activity for United Airlines, Inc., UAL Company Services, Inc.,
United GHS, Inc., UAL Benefits Management, Inc. and Air Wisconsin, Inc.}

^{2
Includes corporate volume agreements (APO8), maintenance (APO 9), crew
housing (APO 11), damaged bags (APO 12), GSA's (APO14), group deposits
(APO 15), tour payables (APO 16), lost baggage claims (APO 19), ORD JJ
(APO 21), passenger facility charges (APO 22), cargo claims (APO 23), property
work orders (APO 24), travel agency incentives (APO 25), back end commissions
(APO 26),cargo correspondence (APO 29), employee travel expenses (APO 45),
DIP fees and interest, 401K, pilot directed account plan and sick leave
trust payments.}

^{3Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

BANK

BANK ONE ACCT. 11-01955, 11-02250, 10-61639,

ENTITY:

UAL LOYALTY SERVICES, INC ¹

ACCTS:

11-33545

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

3,242,304

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

3,242,304

GROSS DISBURSEMENTS (tie to bank statement)

3,242,304

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

$ 3,242,304

^{1
Includes disbursement activity for Mileage Plus Holdings, Inc. and Mileage
Plus Marketing, Inc.}

					BANK
ENTITY:		MILEAGE PLUS HOLDINGS, INC ¹			ACCTS:	See Schedule F for list of bank accounts



BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

				BANK
ENTITY:		MILEAGE PLUS MARKETING, INC ¹		ACCTS:	See Schedule F for list of bank accounts



BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*				NOTES:		AMOUNT:

xxx	PAYROLL OFFICER					-
xxx	PAYROLL NON-OFFICER					-

04	AVIATION FUEL					-
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					-
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					-



			GROSS DISBURSEMENTS (tie to bank statement)			-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
			a. Federal Income Tax and FICA withholdings			-
			b. State income tax w/held			-
			c. State sales or use tax			-
			d. Other ³			-
			TOTAL TAXES			-


			NET MONTHLY DISBURSEMENTS			-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UAL COMPANY SERVICES, INC. ¹			ACCTS:	See Schedule F for list of bank accounts



BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²					-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

779,153

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

1,923,524

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

1,923,524

GROSS DISBURSEMENTS (tie to bank statement)

2,702,676

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

48,827

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

$ 2,653,849

^{1
Includes disbursement activity for Cybergold, Inc., iTarget.com, Inc.,
MyPoints Offline Services, Inc.}

^{2
Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

^{2
Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

^{2
Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

^{3
Transfers
in this section represent direct payments from / to various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

						BANK
ENTITY:		CONFETTI D/B/A AMENITI TRAVEL CLUB, INC.				ACCTS:	Bank One 000000001061639
							(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:			AMOUNT:

xxx	PAYROLL OFFICER							-
xxx	PAYROLL NON-OFFICER							80,563

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							732,048
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER							-

	SUBTOTAL EXCLUDING PAYROLL							732,048



			GROSS DISBURSEMENTS (tie to bank statement)					812,611


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				45,265
				b. State income tax w/held				-
				c. State sales or use tax				-
				d. Other ²				-
			TOTAL TAXES					45,265


			NET MONTHLY DISBURSEMENTS					857,876


^{1 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}


					BANK
ENTITY:		UAL BENEFITS MANAGEMENT, INC.¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through MyPoints.com, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED BIZJET HOLDINGS, INC.¹			ACCTS:	Bank One #10-96072
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Includes disbursement activity for BizJet Fractional, Inc., BizJet Charter, Inc., and BizJet Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET CHARTER, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET FRACTIONAL, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET SERVICES, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ³				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ²			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}
^{3Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}

					BANK
ENTITY:		KION LEASING, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended July 31, 2005.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

		PREMIER MEETING AND TRAVEL			BANK
ENTITY:		SERVICES, INC.			ACCTS:	Bank One 5578531
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						1,042,355
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						1,042,355



			GROSS DISBURSEMENTS (tie to bank statement)				1,042,355


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				60,844

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			32
				d. Other ²			-
			TOTAL TAXES				32


			NET MONTHLY DISBURSEMENTS				$ 981,542

^{1 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

		UNITED AVIATION FUELS			BANK
ENTITY:		CORPORATION			ACCTS:	NORTHERN TRUST ACCT. 792705
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						163,404,938
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						163,404,938



			GROSS DISBURSEMENTS (tie to bank statement)				163,404,938


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				12,600,000

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ²			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				$ 150,804,938

^{1 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED COGEN , INC.			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						283,821
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						283,821



			GROSS DISBURSEMENTS (tie to bank statement)				283,821


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ²			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				283,821



^{1 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		MILEAGE PLUS, INC.			ACCTS:	SHORE BANK #17331100/17331200/17511000
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER
xxx	PAYROLL NON-OFFICER						452,889

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						476,078
17	INSURANCE						462,780
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						938,858



			GROSS DISBURSEMENTS (tie to bank statement)				1,391,747


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			253,696
				b. State income tax w/held			21,990
				c. State sales or use tax			242
				d. Other ²			31,617
			TOTAL TAXES				307,545


			NET MONTHLY DISBURSEMENTS				$ 1,699,292



^{1Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED GHS, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED WORLDWIDE CORPORATION ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended July 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED VACATIONS, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended July 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		FOUR STAR LEASING, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended July 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		AIR WISCONSIN, INC. ¹			ACCTS:	See Schedule F for Details



BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		AIR WISCONSIN SERVICES, INC ¹			ACCTS:	List Accounts per attached list
						(see schedule F for details)


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:		AMOUNT:

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

ENTITY:						BANK
		DOMICILE MGMT SERVICES, INC.				ACCTS:	Citibank #0-157487-016


BY APO DISBURSEMENT TYPE
*(based on Cleared Check Date):*					NOTES:			AMOUNT:

xxx	PAYROLL OFFICER							-
xxx	PAYROLL NON-OFFICER							7,128

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							210,883
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER							-

	SUBTOTAL EXCLUDING PAYROLL							210,883



			GROSS DISBURSEMENTS (tie to bank statement)					218,011


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				-
				b. State income tax w/held				-
				c. State sales or use tax				653
				d. Other ²
			TOTAL TAXES					653


			NET MONTHLY DISBURSEMENTS					$ 218,664


^{1Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax, quarterly payments made to the INS, and US Custom Fees and Department of Agriculture.}

SCHEDULE A and B - Payments to Insiders and Insurance

Insurance

The undersigned verifies that, to the best of my knowledge, all insurance premiums for the policies held by all legal entities of UAL Corporation have been paid to the proper insurance company or broker when due, and that all insurance policies are in force as of July 31, 2005

/s/ Kathryn A. Mikells

Signature

V.P. & Treasurer

Print Name and Title

8/22/05

Date

Insider Payments

The undersigned verifies that, all payments made to insiders, as defined in 11 U.S.C. Section 101 of the U.S. Bankruptcy Code, during the reporting period have been made in the ordinary course of business or in accordance with the provisions of an Order entered by the U.S. Bankruptcy Court.

/s/ David M. Wing

Signature

V.P. & Controller

Print Name and Title

8/22/05

Date

SCHEDULE C - Description of Tax Trusts

Escrow Accounts
The Debtors have created an escrow account to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. These trust funds are described below.



Escrow Fund
This escrow fund was established with LaSalle Bank on November 29, 2002 and funded on December 5, 2002 with an initial funding of $200 million to account for the estimated tax liability of UAL Corporation, UAL Loyalty Services, Inc., Confetti, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, Inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc.,Air Wisconsin Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuel Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation, and United Vacations, Inc. No subsequent funding or payments are made from the escrow account.

The components of the Escrow fund:
w Federal payroll withholding taxes, FICA (employee portion), and Medicare;
w Federal air transportation excise taxes;
w Federal security charges;
w Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");
w Federal Immigration and Naturalization Service (INS) fees;
w Federal customs fees;
w State and local income tax withholding;
w Disability taxes;
w Passenger facility charges ("PFC");
w State sales and use taxes;
w Federal and state fuel taxes

SCHEDULE D - - Payments to Secured Creditors and Lessors



Name of Creditor or Lessor	Aircraft	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent


CORPORATE TRUST SERVICES	AIRCRAFT	7/1/05	110,000
US BANK	AIRCRAFT	7/1/05	14,553,735
WILMINGTON TRUST COMPANY	AIRCRAFT	7/1/05	849,444
SOCIETE GENERALE PARIS	AIRCRAFT	7/1/05	328,750
US BANK	AIRCRAFT	7/5/05	6,254,346
RBS AEROSPACE LIMITED	AIRCRAFT	7/6/05	85,000
US BANK	AIRCRAFT	7/6/05	200,000
IAE	AIRCRAFT	7/8/05	1,620,000
RBS AEROSPACE LIMITED	AIRCRAFT	7/8/05	85,000
WILMINGTON TRUST COMPANY	AIRCRAFT	7/8/05	700,000
AIE VI	AIRCRAFT	7/11/05	3,630,000
US BANK	AIRCRAFT	7/11/05	250,000
WILMINGTON TRUST COMPANY	AIRCRAFT	7/11/05	800,000
CALYON, TOKYO BRANCH	AIRCRAFT	7/11/05	2,605,688
US BANK	AIRCRAFT	7/12/05	150,000
US BANK	AIRCRAFT	7/13/05	578,444
US BANK	AIRCRAFT	7/14/05	400,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/15/05	4,000,000
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	7/18/05	130,000
US BANK	AIRCRAFT	7/18/05	270,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/19/05	1,791,026
WILMINGTON TRUST COMPANY	AIRCRAFT	7/19/05	409,807
US BANK	AIRCRAFT	7/21/05	810,667
US BANK	AIRCRAFT	7/25/05	425,000
WILMINGTON TRUST COMPANY	AIRCRAFT	7/25/05	170,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/26/05	700,000
CALYON, PARIS	AIRCRAFT	7/26/05	1,220,723
US BANK	AIRCRAFT	7/27/05	400,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/27/05	350,000
WILMINGTON TRUST COMPANY	AIRCRAFT	7/27/05	160,000
CORPORATE TRUST SERVICES	AIRCRAFT	7/28/05	4,850,160
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/28/05	675,000
Cumberland Lease Corp	AIRCRAFT	7/29/05	95,000
Mizuho Corporate Bank	AIRCRAFT	7/29/05	650,000
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	7/29/05	2,340,000
US BANK	AIRCRAFT	7/29/05	13,708,778
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/29/05	6,339,935
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	7/29/05	1,153,200
WILMINGTON TRUST COMPANY	AIRCRAFT	7/29/05	515,000
CIT GROUP	AIRCRAFT	7/29/05	135,000
UT Finance	AIRCRAFT ENGINE	7/29/05	195,086

			74,694,788

SCHEDULE E - Professional Payments ¹

	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID

	Babcock & Brown	$ 155,996	$ 155,996
	Cognizant Associates Inc	27,702	27,702
	GCW Consulting	318,328	318,328
	Huron Consulting Group	638,541	638,541
	Jenner & Block	2,884	2,884
	Kirkland & Ellis	3,209,375	3,209,375
	Marr Hipp Jones & Wang	113	113
	Mayer, Brown	78,522	78,522
	MBT & LeBoeuf	2,252	2,252
	Mercer Management Consulting	176,158	176,158
	Mesirow Financial Consulting	710,921	710,921
	Novare Inc.	5,796	5,796
	Paul Hastings Janofsky & Walker LLP	159	159
	Piper Rudnick	16,534	16,534
	Poorman Douglas	218,328	218,328
	Rothschild Inc.	188,420	188,420
	Saybrook Restructuring Advisors LLC	194,872	194,872
	Segal Company	8,658	8,658
	Sonnenschein	3,038,981	3,038,981
	Sperling & Slater	275,700	275,700
	Vedder Price Kaufman & Kammholz	403,908	403,908
	Wilmer, Cutler and Pickering	19,769	19,769
	Committee of Unsecured Creditors 1	9,502	9,502

	Total	$ 9,701,419	$ 9,701,419









¹	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in July 2005 have been accrued and reported on the Debtor's Balance Sheet. In instances in which fee applications have been received and the associated payments have been made, the accrual has been adjusted and the actual activity has been reflected in the Debtor's Accounts Payable.

SCHEDULE F - Accounts Receivable and Accounts Payable Schedule

STATEMENT OF AGED RECEIVABLES

Tie -out

Consol.

Filed

Non-Filed

A/R

Entities

Beginning of month balance¹

$1,119,347,479

$1,184,855,896

$1,173,237,018

$11,618,878

Add: sales on account

$1,667,367,020

Less: collections

($1,612,080,709)

Less: Write-offs and Clearing

($1,396,772)

End of month balance

$1,173,237,018

0 - 30 Days²

31 - 60 Days²

61 - 90 Days²

Over 90 Days ²

End of Month Total

$1,027,965,965

$53,438,957

$31,929,173

$59,902,923

$1,173,237,018

^{1
Includes accruals for unprocessed sales for which the Debtor has not sent
an invoice during the reporting period.}

^{2
Accounts receivable aging based upon the previous month's aging percentage.}

STATEMENT OF ACCOUNTS PAYABLE

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Beginning of month balance ¹

$375,055,000

$400,635,000

$396,963,000

$3,672,000

Add: credit extended

$1,569,713,514

Less: payments on account

($1,547,805,514)

End of month balance

$396,963,000

0 - 30 Days ³

31 - 60 Days ²

61 - 90 Days ²

Over 90 Days ²

End of Month Total

$396,475,765

$167,157

$320,078

$396,963,000

^{1
Includes accruals for goods and services received for which the Debtor
has not yet received an invoice during the reporting period.}

^{2
All trade payables over 30 days old are available upon request.}

^{3
Includes liabilities subject to compromise}

SCHEDULE G - - Bank Accounts and Financial Institution Relationships


The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts.
In addition to the 165 domestic bank accounts, the Debtor operates 105 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:

(*denotes new account for this monthly operating report as compared to prior monthly operating report)

DOMESTIC BANK ACCOUNTS


Financial Institution	Account Location	Acct #
1ST SOURCE BANK	South Bend, IN	n/a
AMSOUTH BANK	Birmingham, AL	n/a
AMSOUTH BANK	Knoxville, TN	n/a
ASSOCIATED BANK -WI	Madison, WI	n/a
BANK OF AMERICA	North Charleston, SC	n/a
BANK OF AMERICA	Baltimore, MD	n/a
BANK OF AMERICA	Savannah, GA	n/a
BANK OF AMERICA	Greenville, SC	n/a
BANK OF AMERICA	Richmond, VA	n/a
BANK OF AMERICA	Greensboro, NC	n/a
BANK OF AMERICA	Wichita, KS	n/a
BANK OF AMERICA	Springfield, MO	n/a
BANK OF AMERICA	Kansas City, MO	n/a
BANK OF AMERICA	Austin, TX	n/a
BANK OF AMERICA	San Antonio, TX	n/a
BANK OF AMERICA	San Francisco, CA	n/a
BANK OF AMERICA	San Francisco, CA	n/a
BANK OF AMERICA CALIF PZ	San Francisco, CA	n/a
Bank of America PZ-CA	DeKalb, Ga	n/a
BANK OF AMERICA SFOTK	San Francisco, CA	n/a
BANK OF AMERICA -SILVER WINGS	San Francisco, CA	n/a
BANK OF AMERICA WASHINGTON	Seattle, WA	n/a
BANK OF HAWAII	Honolulu, HI	n/a
BANK OF ILLINOIS (Air Wisconsin)	Normal, IL	n/a
BANK OF NEW YORK	White Plains, NY	n/a
BANK OF OKLAHOMA	Tulsa, OK	n/a
BANK OF THE WEST	San Jose, Ca	n/a
BANK ONE	Chicago, IL (Miami Cluster)	n/a
BANK ONE	Grand Rapids, MI	n/a
BANK ONE (Tickets By Mail)	Detroit, MI	n/a
BANK ONE	Detroit, MI	n/a
BANK ONE	Lexington, KY	n/a
BANK ONE	Chicago, IL	n/a
BANK ONE (AirWisconsin)	Traverse City, MI	n/a
BANK ONE (CAFETERIA)	Chicago, IL	n/a
BANK ONE	Chicago, IL	n/a
BANK ONE	Chicago, IL	n/a
BANK ONE	Chicago, IL	n/a
BANK ONE	Chicago, IL	n/a
BANK ONE INDIANAPOLIS	Indianapolis, IN	n/a
BANK ONE OF OKLAHOMA	Oklahoma City, OK	n/a
CANADIAN IMPERIAL	Toronto, Ontario Canada	n/a
CANANDAIGUA NAT BANK & TRUST	Pittsford, NY	n/a
CAPITAL CITY BANK & TRUST CO	Atlanta, Ga	n/a
CAPITAL SAVINGS BANK	El Paso, TX	n/a
Charter One Bank	Binghamton, NY	n/a
CHASE BANK	New York, NY	n/a
CHASE MANHATTAN BANK (FirstBank)	St. Thomas, USVI	n/a
CHASE MANHATTAN BANK	New York, NY (LGA)	n/a
CHITTENDEN TRUST CO	Burlington, VT	n/a
CITIBANK	New York, NY	n/a
CITIBANK	New York, NY	n/a
CITIBANK (EMP WELFARE)	New York, NY	n/a
CITIBANK, N.A.	Jamaica, NY (JFK)	n/a
City National Bank	Charleston, WV	n/a
COMERICA	Detroit, MI	n/a
COMERICA (AirWisconsin)	Lansing, MI	n/a
COMMUNITY BANK OF COLORADO CO	Gunnison, CO	n/a
FIFTH THIRD BANK	Florence, KY	n/a
FIFTH THIRD BANK	Kalamazoo, MI	n/a
FIRST BANK OF AVON	Avon, CO	n/a
FIRST CITIZENS BANK	Raleigh, NC	n/a
FIRST CITIZENS BK-RALEIGH	Charlotte, NC	n/a
FIRST HAWAIIAN BANK	Honolulu, HI	n/a
FIRST MIDWEST BANK	Moline, IL	n/a
FIRST NATIONAL BANK OF ROCKIES	Hayden, CO	n/a
FIRST UNION	Philadelphia, PA	n/a
FIRST UNION BANK	Allentown, PA	n/a
FIRST UNION BANK	Roanoke, VA	n/a
FIRST UNION BANK	Newark, NJ	n/a
FIRST UNION BANK	Newark, NJ	n/a
FIRSTAR BANK	Cedar Rapids, IA	n/a
FIRSTAR BANK	St. Louis, MO	n/a
FIRSTAR, N.A.	Cleveland, OH	n/a
FLEET	Boston, MA	n/a
FLEET BANK	Manchester, NH	n/a
FLEET NATIONAL BANK	Providence, RI	n/a
FREELAND STATE BANK	Freeland, MI	n/a
FVB COLONIAL	Richmond, VA	n/a
HSBC	Buffalo, NY	n/a
JACKSON STATE BANK-WY	Jackson Hole, WY	n/a
JP MORGAN CHASE	New York, NY	n/a
JP MORGAN CHASE	New York, NY	n/a
KEY BANK	Dayton, OH	n/a
KEY BANK OF CENTRAL N.Y.	Syracuse, NY	n/a
KEY BANK OF EASTERN N.Y.	Albany, NY	n/a
M & I BANK	Milwaukee, WI	n/a
M & I BANK FOX VALLEY	Appleton, WI	n/a
M & I BANK OF MOSINEE	Mosinee, WI	n/a
M & I MARSHALL & ILSLEY	Green Bay, WI	n/a
M & T BANK	Middletown, PA	n/a
MONTROSE BANK CO	Montrose, CO	n/a
NATIONAL CITY	Columbus, OH	n/a
NATIONAL CITY BANK	Pittsburgh, PA	n/a
NATIONAL CITY BANK OF MI/IL	Peoria, IL	n/a
NATIONAL CITY BANK OF MI/IL (AW)	Springfield, IL	n/a
NORTHERN TRUST	Chicago, IL	n/a
NORTHERN TRUST	Chicago, IL	n/a
NORTHERN TRUST BANK (WHQ Deposits)	Chicago, IL	n/a
NORTHERN TRUST CO 15 & 16	Chicago, IL	n/a
NORTHERN TRUST CONTROL ACCT	Chicago, IL	n/a
NORTHERN TRUST FIELD REFUNDS	Chicago, IL	n/a
NORTHERN TRUST LOCAL DISB	Chicago, IL	n/a
PEOPLES HERITAGE	Portland, ME	n/a
PNC Bank	Avoca, PA	n/a
PNC Bank	State College, PA	n/a
SUN TRUST	Washington, DC	n/a
SUN TRUST BANK	Nashville, TN	n/a
SUN TRUST BANK	Orlando, FL	n/a
THE NORTHERN TRUST	Chicago, IL	n/a
TIDEWATER BANK	Norfolk, VA	n/a
U.S. BANK OF MINNESOTA	Medford, OR	n/a
UNION BANK OF CALIFORNIA	San Diego, CA	n/a
UNIZAN BANK	North Canton, OH	n/a
US BANK	Aspen, CO	n/a
US BANK	Rapid City, SD (Mileage Plus)	n/a
US BANK (HELENA, MONTANA)	Billings, MT	n/a
US BANK (MINNESOTA)	Lincoln, NE	n/a
Wachovia Bank & Trust	Charlottesville, VA	n/a
Wachovia Bank & Trust	Cayce, SC	n/a
WACHOVIA BK & TRST 230 OPER	Chicago, IL	n/a
WACHOVIA BK & TRST 231 PZ	Chicago, IL	n/a
WACHOVIA: "MPI"	Chicago, IL	n/a
WACHOVIA: "OFFICERS"	Chicago, IL	n/a
WACHOVIA: "PREMIER"	Chicago, IL	n/a
WACHOVIA: "Washington Dulles"	Washington, DC	n/a
WEBSTER BANK	Hartford, CT	n/a
WELLS FARGO	Los Angeles, CA	n/a
WELLS FARGO	Seattle, WA	n/a
WELLS FARGO	Grapevine, TX	n/a
WELLS FARGO	Anchorage, AK	n/a
WELLS FARGO BANK	Phoenix, AZ	n/a
WELLS FARGO BANK	Houston, TX	n/a
WELLS FARGO BANK	San Diego Airport	n/a
WELLS FARGO BANK IOWA	Des Moines, IA	n/a
WELLS FARGO BANK N. DAKOTA	Bismarck, ND	n/a
WELLS FARGO BANK WEST	Denver, CO	n/a
WELLS FARGO BANK WEST	Ignacio, Colorado	n/a
WELLS FARGO BANK WEST	Colorado Springs, CO	n/a
WELLS FARGO BANK, N.A.	Boise, ID	n/a
WELLS FARGO BANK, NA	Las Vegas, NV	n/a
WELLS FARGO BANK-NE	Omaha, NE	n/a
WELLS FARGO-LAS VEGAS	Las Vegas, NV	n/a
WELLS FARGO-MINNESOTA	Minneapolis, MN	n/a
WELLS FARGO-NEW MEXICO	Albuquerque, NM	n/a
WELLS FARGO-SOUTH DAKOTA	Sioux Falls, SD	n/a
WESTAMERICA BANK	Suisun, CA	n/a
WHITNEY NATIONAL	New Orleans, LA	n/a
ZIONS BANK:AW	Salt Lake City, UT	n/a

SCHEDULE G - - Bank Accts and Financial Institution Relationships


EUROPEAN BANK ACCOUNTS


Financial Institution	Location	Bank Acct #
BANK OF BERMUDA	BERMUDA	n/a
KREDIETBANK	Belgium	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
COMMERZ BANK	Germany	n/a
COMMERZ BANK	Germany	n/a
COMMERZ BANK	Germany	n/a
BANQUE NATIONALE de PARIS	France	n/a
BANQUE NATIONALE de PARIS	France	n/a
BANQUE NATIONALE de PARIS	France	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
BANK OF IRELAND	Ireland	n/a
ABN AMRO BANK	Netherlands	n/a
CREDIT SUISSE	Switzerland	n/a
CITIBANK (USD)	Vietnam	n/a

ASIA-PACIFIC BANK ACCOUNTS


Financial Institution	Location	Bank Acct #
AUSTRALIA & NEW ZEALAND BANKING GROUP	Australia	n/a
CITIBANK AUSTRALIA	Australia	n/a
CHINA CONSTRUCTION BANK	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
CHINA CONSTRUCTION BANK	China	n/a
INDUSTRIAL & COMMERCIAL BANK OF CHINA	China	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
HONGKONG & SHANGHAI BANK	Hong Kong	n/a
CITIBANK	India	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
CITIBANK	Japan	n/a
CITIBANK	Japan	n/a
CITIBANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
BANK OF AMERICA	Korea	n/a
BANK OF AMERICA	Korea	n/a
CITIBANK	New Zealand	n/a
CITIBANK	Singapore	n/a
BANK OF AMERICA	Singapore	n/a
CITIBANK	Thailand	n/a
CITIBANK	Taiwan	n/a


LATIN AMERICA BANK ACCOUNTS


Financial Institution	Location	Bank Acct #
CITIBANK	Argentina	n/a
BANCO DE BOSTON	Argentina	n/a
BANCO DE LA NACION	Argentina	n/a
BANCO RIO DE LA PLATA	Argentina	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
UNIBANCO	Brazil	n/a
BANCO DE BRASIL	Brazil	n/a
BANCO BOSTON	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO PROGRESSO	Dominican Republic	n/a
BANCO CUSCATLAN	El Salvador	n/a
CITIBANK	El Salvador	n/a
BANCO DE OCCIDENTE	Guatemala	n/a
CITIBANK	Guatemala	n/a
NATIONAL COMMERCIAL BANK	Jamaica	n/a
BANCA SERFIN	Mexico	n/a
BANCA SERFIN	Mexico	n/a
SUDAMERIS BANK	Uruguay	n/a
SUDAMERIS BANK	Uruguay	n/a
BANCO MERCANTIL	Venezuela	n/a
BANCO PROVINCIAL	Venezuela	n/a
BANCO MERCANTIL	Venezuela	n/a

OFFLINE BANK ACCOUNTS


Financial Institution	Location	Bank Acct #
BANCO POPULAR	PUERTO RICO	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a
CITIBANK	PANAMA	n/a
CITIBANK	PHILIPPINES	n/a
CITIBANK	PHILIPPINES	n/a
PRODUBANCO	ECUADOR	n/a
ISLANDSBANKI	ICELAND	n/a
SKANDINAVISKA	SWEDEN	n/a
National Bank of Kuwait	Kuwait	n/a
BANK AUSTRIA AG	AUSTRIA	n/a
CHRISTIANA BANK (NORDEA BANK NORGE ASA)	NORWAY	n/a
CREDIT LYONNAIS	VIETNAM	n/a
CAYMAN NATIONAL BANK	BRITISH WI	n/a
NED BANK	SOUTH AFRICA	n/a
BANK HANDLOWY	POLAND	n/a
BANCO COMERCIAL PORTUGAL	PORTUGAL	n/a
BANCO COLPATRIA	COLOMBIA	n/a
BANCO COLPATRIA	COLOMBIA	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a

SUBSIDIARY BANK ACCOUNTS


Financial Institution	Country	Bank Acct #

UNITED AVIATION FUELS CORP.
NOTHERN TRUST BANK	USA	n/a
UNITED WORLDWIDE CORP.
JP MORGAN CHASE	USA	n/a
MILEAGE PLUS, INC.
SHORE BANK	USA	n/a
PREMIER MEETING & TRAVEL SERVICES, INC.
BANK ONE	USA	n/a
BANK ONE	USA	n/a
MY POINTS.COM, INC.
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
FLEET BANK	USA	n/a
WELLS CAPITAL MANAGEMENT	USA	n/a
WELLS FARGO BANK	USA	n/a
UAL LOYALTY SERVICES
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
KION DE MEXICO
BANCA SERFIN, S.A.	MEXICO	n/a
BANCA SERFIN, S.A.	MEXICO	n/a
CITIBANK	USA	n/a

TAX QUESTIONNAIRE

Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11 petition as the taxes come due. Please indicate whether the following post-petition taxes have been paid or deposited as they came due.

( ) Check here if no employees.

TAX	YES	NO		NOT REQUIRED	WHEN DUE
Federal income tax withholding	X
FICA withholding	X
Employer's share FICA	X
Federal Unemployment Taxes	X
State Income Tax Withholding	X
Sales Tax	X
Other Tax	X





If any taxes have not been paid when due complete this table:

TAX NOT PAID	AMOUNT NOT PAID		DATE OF LAST PAYMENT









Note: Tax related payments withheld from UAL and its subsidiaries' employee in the United States of America wages are paid to a third party payroll service, Deloitte & Touche LLP., with the exception of Mileage Plus who pays such tax related payments to Automatic Data Processing.

Worldwide Communications:

Exhibit 99.2

United
News Release

Worldwide Communications:
Media Relations Office: 847.700.5538
Evenings/Weekends: 847.700.4088

For immediate release

UAL REPORTS JULY RESULTS

Operating Profit of $113 Million, a $62 Million Improvement Over July 2004
Despite $127 Million Year-Over-Year Increase in Fuel Expenses

Mainline CASM Up 5 Percent on 5 Percent Lower Capacity Year-Over-Year;
Excluding Fuel, Mainline CASM Down 5 Percent

Mainline PRASM Up 9 Percent Year-Over-Year

Updated All-Debt Exit Financing Proposals Received

CHICAGO, August 25, 2005 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its July Monthly Operating Report with the United States Bankruptcy Court. The company reported an operating profit of $113 million for July 2005. This represents a $62 million improvement in operating profit over the same period last year, despite a 46 percent increase in fuel prices for mainline and express operations, which resulted in a $127 million increase in fuel expenses year-over-year. In July 2004, the company reported an operating profit of $51 million. The company reported a net loss of $274 million, including $350 million of largely non-cash reorganization expenses driven by renegotiated aircraft financings. Excluding reorganization expenses, the company reported a net profit of $76 million. As previously disclosed, the company will continue to record large non-cash reorganization items in the third quarter, which is typical for companies in the final stages of the bankruptcy process.

Mainline unit costs (CASM) in July increased 5 percent over the same month last year on 5 percent lower capacity. Excluding fuel, mainline unit costs in July decreased 5 percent year-over-year. Mainline passenger unit revenue (PRASM) in July increased 9 percent over the same period a year ago, outpacing the industry average.

UAL ended July with a cash balance of $2.8 billion, which included $923 million in restricted cash (filing entities only). The cash balance increased $227 million during the month of July, driven primarily by a $310 million increase in debtor-in-possession (DIP) financing and partially offset by a quarterly success sharing payment and by aircraft-related payments. UAL met the requirements of its DIP financing for the month of July.

"The year-over-year improvement in operating profit despite record fuel prices demonstrates United's significantly improved competitiveness," said Jake Brace, executive vice president and chief financial officer. "The recent agreement with the holders of public aircraft debt clears one of the last major hurdles to exiting bankruptcy. We have received updated proposals for all-debt exit financing from four financial institutions and we expect to file our Plan of Reorganization and Disclosure Statement with the Bankruptcy Court very soon. Clearly, United is well on the way to completing the Chapter 11 reorganization process and emerging as a strong competitor."

About United

United Airlines (OTCBB: UALAQ.OB) is the world's second largest airline and operates more than 3,400 flights a day on United, United Express and Ted 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 is also a founding member of Star Alliance, which provides connections for our customers to nearly 800 destinations in 139 countries worldwide. United's 58,500 employees reside in every U.S. state and in many countries around the world. News releases and other information about United can be found at the company's Web site at united.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this press release are forward-looking and thus reflect the Company's current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks and uncertainties relating to the operations and business environments of the Company that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Factors that could significantly affect net earnings, revenues, expenses, costs, load factor and capacity include, without limitation, the following: the Company's ability to continue as a going concern; the Company's ability to comply with the terms of the DIP financing or negotiate modifications or amendments thereto as necessary; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company's ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusive period for the Company to propose and confirm one or more plans of reorganization; the potential adverse impact of the Chapter 11 cases on the Company's liquidity or results of operations; the appointment of a Chapter 11 trustee or conversion of the cases to Chapter 7; the costs and availability of financing; the Company's ability to execute its business plan; the Company's ability to attract, motivate and/or retain key employees; the Company's ability to attract and retain customers; demand for transportation in the markets in which the Company operates; general economic conditions; the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aircraft insurance; the costs of aviation fuel; the costs associated with security measures and practices; labor costs; competitive pressures on pricing (particularly from lower-cost competitors) and on demand; government legislation and regulation; the ability of the Company to maintain satisfactory labor relations, any disruptions to operations due to any potential actions by our labor groups; weather conditions; and other risks and uncertainties set forth from time to time in UAL's reports to the United States Securities and Exchange Commission. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company disclaims any intent or obligation to update or revise any of the forward--looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

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