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: November 23, 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 7.01	Regulation FD Disclosure.

On November 23, 2005, UAL Corporation filed its monthly operating report for the period October 1, 2005 through October 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 related press release is provided hereunder as Exhibit 99.2.

Item 9.01			Financial Statements and Exhibits.

(c)	Exhibits	Description

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

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: November 23, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release
99.2*	Monthly Operating Report of UAL Corporation for the period October 1, 2005 through October 31, 2005

__________________
* Filed herewith electronically.

Worldwide Communications:

Exhibit 99.1

United
News Release

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

UAL REPORTS OCTOBER RESULTS

Operating Loss of $71 Million on $169 Million Year-Over-Year Increase in Fuel Expenses due to Higher Fuel Prices

Excluding Fuel, Mainline CASM Down 4 Percent
on 5 Percent Lower Capacity Year-Over-Year

Mainline PRASM Up 9 Percent Year-Over-Year

CHICAGO, November 23, 2005 -UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its October Monthly Operating Report with the United States Bankruptcy Court. The company reported an operating loss of $71 million for October 2005 (filing entities only). Despite a 53 percent increase in fuel prices for mainline and United Express operations, which resulted in a $169 million increase in fuel expenses year-over-year, the operating loss is $6 million worse than the same period last year. In October 2004, the company reported an operating loss of $65 million. For October 2005, the company reported a net loss of $698 million, including $584 million of largely non-cash reorganization expenses driven by charges related to the termination of the pilot defined benefit pension plan. Excluding reorganization expenses, the company reported a net loss of $114 million.

As previously disclosed, the company will continue to record large non-cash reorganization items as it moves towards exit. It is common for the results of operations of companies progressing through Chapter 11 to be impacted by non-cash charges related to their reorganization, especially as restructuring work nears completion. Charges based on the claims of our creditors are recorded at the amount expected to be allowed by the court. However, as shown in our Plan of Reorganization, these claims are expected to be settled at exit for a minor fraction of the amount of the charges recorded.

UAL consolidated mainline unit costs (CASM) in October increased 8 percent over the same month last year driven by 5 percent lower capacity and higher fuel expense. Excluding fuel, mainline unit costs in October decreased 4 percent year-over-year despite the capacity decrease. Mainline passenger unit revenue (PRASM) in October increased 9 percent over the same period a year ago.

UAL ended October with a cash balance of $2.7 billion, which included $964 million in restricted cash (filing entities only). Cash balance during the month increased by $31 million. UAL met the requirements of its DIP financing for the month of October.

Jake Brace, United's Chief Financial Officer said, "United's revenue performance and cost reductions were offset by record high fuel costs. Our restructuring work has been effective and has equipped the company to manage through the challenges the industry presents. We move steadily towards a February exit from bankruptcy."

About United

United Airlines (OTCBB: UALAQ.OB) 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 790 destinations in 138 countries worldwide. United's 57,000 employees reside in every U.S. state and in many countries around the world. News releases and other information about United can be found at the company's Web site at united.com.

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 (including interest rates, foreign currency exchange rates, crude oil prices and refining capacity in relevant markets); the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aircraft insurance; the costs and availability of aviation fuel; our ability to cost effectively hedge against increases in the price 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; capacity decisions of our competitors, U.S. or foreign government legislation and regulation and other actions; 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.

####

IN RE:

Exhibit 99.2

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
October 1, 2005 THROUGH October 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
October 1, 2005 THROUGH October 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: November 23, 2005	DEBTOR-IN-POSSESSION



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

Signature:	/s/ Frederic F. Brace




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


Phone:

I.	Table of Contents

II.	UAL Corporation, et al. Unaudited Financial Statements

	A.	Condensed Consolidating Statement of Operations (Discloses only filing entities)
	B.	Statements of Consolidated Financial Position (Form 10K to be filed by March 1, 2005)
	C.	Statements of Consolidated Cash Flows (Form 10K to be filed by March 1, 2005)

III.	Summary of Cash Receipts and Cash Disbursements

	A.	Unaudited Consolidated Receipt Summary
	B.	Unaudited Disbursements by Legal Filing Entity and Summary

IV.	Additional Schedules

	A.	Insurance - - Certifications
	B.	Payments to Insiders - Certification
	C.	Description of Tax Trusts / Escrows
	D.	Payments to Secured Creditors and Lessors
	E.	Professional Fee Payments
	F.	Accounts Receivable Schedule and Accounts Payable Schedule
	G.	Bank Accounts and Financial Institution Relationships

V.	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 October 31, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,705,587

Total operating expenses		1,776,267

Earnings (loss) from operations		(70,680)



Non-operating income (expenses):
Net interest expense		(47,098)
Other income (expenses), net:		3,604
Total non-operating income (expenses):		(43,494)



Net Earnings (loss) before Reorganization items		(114,174)


Reorganization Expenses		(584,209)

Net earnings (loss)		(698,383)






^{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 October 31, 2005		(Amounts in US dollar $)

BEGINNING BALANCE (ending balance September 30, 2005)
Operating Accounts - DOM			$22,238,515
Operating Accounts - INT			$45,547,213
London Overnight Investment Balance			$1,521,856
Liquidity Pool			$1,622,367,930
Restricted Cash ³			$924,267,824
Subsidiaries:
a. Mileage Plus, Inc.			$220,932
b. Premier Meeting and Travel Services, Inc.			$689,287
c. MyPoints.com, Inc.			$10,636,044
d. Confetti d/b/a Ameniti Travel Clubs, Inc.			$921,901
e. Domicile Management Services, Inc.			$135,966
f. UAL Loyalty Services, Inc.			$1,693,783
g. United Aviation Fuel Corporation			$1,391,194
TOTAL BEGINNING BALANCE			$2,631,632,444

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,562,248,184
2. Other receipts ⁴		$70,383,359

TOTAL RECEIPTS	(A)	$1,632,631,543


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁵
a. Officers		$1,997,563
b. Non-Officer		$165,625,131

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$60,564,136
b. State income tax w/held		$7,550,593
c. State sales or use tax		$182,017
d. Other ⁶		$140,196,114

3. Necessary Operational Disbursements ⁷
a. Operating Disbursements (net of Intercompany disbursements)		$1,227,407,299
b. Transferred to escrows / restricted cash		-

TOTAL DISBURSEMENTS	(B)	$1,603,522,853


NET RECEIPTS (Line (A) less Line (B))			$29,108,690

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)			$2,660,741,135

Bank One Overnight Investment Account (month over month change) ⁸			$1,698,667

TOTAL ENDING BALANCE ⁹			$2,662,439,801

Check

ENDING BALANCE (as of October 31, 2005)
Operating Accounts - DOM		$50,703,215
Operating Accounts - INT		$71,866,546
London Overnight Investment		$2,494,149
Liquidity Pool		$1,559,872,725
Restricted Cash ³		$963,681,085
Subsidiaries:
Mileage Plus, Inc.		$171,008
Premier Meeting and Travel Services, Inc.		$731,080
MyPoints.com, Inc.		$11,368,573
Confetti d/b/a Ameniti Travel Clubs, Inc.		$814,290
Domicile Management Services, Inc.		$139,750
UAL Loyalty Services, Inc.		$472,348
United Aviation Fuel Corporation		$125,033

TOTAL ENDING BALANCE		$2,662,439,801

^{1 See Page 4 for a list of the 28 filed 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-filed 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 October 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 G for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,618,866,854

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

5,447,593

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

104,485,130

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,728,799,577

( A )

Debtor-In-Possession Financing

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

70,383,359

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

1,799,182,937

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

166,551,394

( D )

NET RECEIPTS

$1,632,631,543

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,562,248,184

(A-D )

Other receipts

70,383,359

( B )

$1,632,631,543

^{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 $77,973,518.}

^{3
Includes net activity related to/from 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 G for details)


RECEIPT SOURCE				DESCRIPTION					AMOUNT


Domestic Operational Receipts				BANK ONE / JP MORGAN CHASE ACTIVITY					1,419,501,928

Domestic Operational Receipts			NON BANK ONE / JP MORGAN CHASE ACTIVITY						-
									-
									-
									-
Total Non-Bank One Receipts									-

International Operational Receipts		BEG BALANCE (LESS) ENDING BALANCE							$104,292,850
		PLUS NET REPATRIATION
Total Operational Receipts		TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY							1,523,794,778

Debtor-In-Possession Financing									-

Other Non-Operational Receipts ²				SEE FOOTNOTE BELOW					$70,304,946

Less, Non-filing entities						NONE FOR THIS PERIOD			-





					GROSS RECEIPTS				1,594,099,724

					UAL				-
					UAL Loyalty Services, Inc.				-
					UAL Company Services, Inc.				-
					Confetti d/b/a Ameniti Travel Clubs, Inc.				-
					MyPoints.com, Inc.				-
					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.				-
					United Aviation Fuels Corporation				6,800,000
					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					6,800,000



					NET RECEIPTS				$1,587,299,724



^{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 G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

65,723

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

65,723

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)

65,723

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

65,723

BANK STATEMENT RECONCILIATION:

Beginning Balance

$689,287

Receipts

65,723

Disbursements

(23,931)

Reconciled Ending Balance

$731,080

Reported Ending Balance

$731,080

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 G 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)

3,647,593

Total Non-Bank One Receipts

3,647,593

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

3,647,593

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

80,431

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

3,728,024

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

3,728,024

BANK STATEMENT RECONCILIATION:

Beginning Balance

$10,636,044

Receipts

3,728,024

Disbursements

(2,995,494)

Reconciled Ending Balance

$11,368,573

Reported Ending Balance

$11,368,573

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 G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

801,520

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

801,520

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)

801,520

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

801,394

NET RECEIPTS

127

BANK STATEMENT RECONCILIATION:

Beginning Balance

$921,901

Receipts

801,520

Disbursements

(909,130)

Reconciled Ending Balance

$814,290

Reported Ending Balance

$814,290

Difference

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

21,589

Domestic Operational Receipts

SHORE BANK

1,800,000

Total Non-Bank One Receipts

1,800,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,821,589

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)

1,821,589

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

1,821,589

BANK STATEMENT RECONCILIATION:

Beginning Balance

$220,932

Receipts

1,821,589

Disbursements

(1,871,514)

Reconciled Ending Balance

$171,008

Reported Ending Balance

$171,008

Difference

UNITED AVIATION FUELS

BANK

ENTITY:

CORPORATION

ACCTS:

NORTHERN TRUST ACCT. 792705

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

194,890,504

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

194,890,504

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)

194,890,504

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

158,950,000

(Provide detail above)

NET RECEIPTS

35,940,504

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,391,194

Receipts

194,890,504

Disbursements

(196,156,665)

Reconciled Ending Balance

$125,033

Reported Ending Balance

$125,033

Difference

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

3,585,590

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

3,585,590

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)

3,585,590

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

3,585,590

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,693,783

Receipts

3,585,590

Disbursements

(4,807,025)

Reconciled Ending Balance

$472,348

Reported Ending Balance

$472,348

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

113.22

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

10/31/05

192,280

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

192,280

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF
ASSET SALES, etc.

(2,018)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

190,262

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

190,262

BANK STATEMENT RECONCILIATION:

Beginning Balance

$135,966

Receipts

190,262

Disbursements

(186,478)

Reconciled Ending Balance

$139,750

Reported Ending Balance

$139,750

Difference

BANK

ENTITY:

DISBURSEMENT SUMMARY¹

ACCTS:

See Schedule G for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,997,563

( A )

xxx

PAYROLL NON-OFFICER

165,625,131

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

520,835,518

CATERING

28,721,356

RECURRING RENT

14,442,937

GENERAL PAYABLES

712,241,543

INSURANCE

32,727,188

LANDING FEES

15,756,355

xxx

OTHER

69,233,794

SUBTOTAL EXCLUDING PAYROLL

1,393,958,692

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,561,581,387

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ³

166,551,394

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

60,564,136

b. State income tax w/held

7,550,593

c. State sales or use tax

182,017

d. Other ⁴

140,196,114

TOTAL TAXES

208,492,860

( E )

NET MONTHLY DISBURSEMENTS

$ 1,603,522,853

Forward to MOR Summary:

Officers Payroll

1,997,563

( A )

Non-Officer Payroll

165,625,131

( B )

Taxes

208,492,860

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,227,407,299

(C-D)

Sub Total

$ 1,603,522,853

Transferred to escrows / restricted cash

Total Amount to Transfer to MOR Summary

$ 1,603,522,853

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

^{2
Fuel
Summary:}

UAFC Fuel Disbursements

196,156,665

United Fuel Disbursements

324,678,854

Total Fuel Disbursements

520,835,518

Less: Intercompany Transfers

(165,750,000)

Fuel Disbursements

$ 355,085,518

^{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 G 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

10,981

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

10,981

GROSS DISBURSEMENTS (tie to bank statement)

10,981

(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

10,981

^{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 G for list of bank accounts



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

xxx	PAYROLL OFFICER							1,997,563
xxx	PAYROLL NON-OFFICER							163,807,403

04	AVIATION FUEL				(Includes intercompany transfer to UAFC, see below)			324,678,854
06	CATERING							28,721,356
03	RECURRING RENT							14,442,937
01	GENERAL PAYABLES							703,908,670
17	INSURANCE							32,286,484
18	LANDING FEES							15,756,355
xxx	OTHER ²							69,233,794

	SUBTOTAL EXCLUDING PAYROLL							1,189,028,451



			GROSS DISBURSEMENTS (tie to bank statement)				1,354,833,417

			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
			MyPoints.com, Inc.				-
			Premier Meeting and Travel Services, Inc.				-
			Confetti				801,394
			Mileage Plus, Inc.				-
			United Aviation Fuels Corporation				158,950,000
			UAL Loyalty Services, Inc.				-
			Domicile Management Services, Inc.				-
			TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³				159,751,394

			TAXES:
				a. Federal Income Tax and FICA withholdings			60,236,840
				b. State income tax w/held			7,527,460
				c. State sales or use tax			181,565
				d. Other (specify) ⁴			140,161,086
			TOTAL TAXES				208,106,951




			NET MONTHLY DISBURSEMENTS				$ 1,403,188,974

^{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.}
^{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

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

ENTITY:

UAL LOYALTY SERVICES, INC ¹

ACCTS:

11-33545

(see schedule G 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

4,807,025

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

4,807,025

GROSS DISBURSEMENTS (tie to bank statement)

4,807,025

(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

$ 4,807,025

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

					BANK
ENTITY:		MILEAGE PLUS HOLDINGS, INC ¹			ACCTS:	See Schedule G 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 G 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 G 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 G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

961,884

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

2,033,611

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

2,033,611

GROSS DISBURSEMENTS (tie to bank statement)

2,995,494

(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

$ 2,995,494

^{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 G 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 G 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 G 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.}

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


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

xxx	PAYROLL OFFICER							-
xxx	PAYROLL NON-OFFICER							92,059

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							773,984
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER							-

	SUBTOTAL EXCLUDING PAYROLL							773,984



			GROSS DISBURSEMENTS (tie to bank statement)					866,043


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				43,088
				b. State income tax w/held				-
				c. State sales or use tax				-
				d. Other ²				-
			TOTAL TAXES					43,088


			NET MONTHLY DISBURSEMENTS					909,130


^{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 G 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 G 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 G 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 G 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 G 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:		KION LEASING, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G 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 October 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 G 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						23,931
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						23,931



			GROSS DISBURSEMENTS (tie to bank statement)				23,931


			(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				$ 23,931

^{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 G 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						196,156,665
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						196,156,665



			GROSS DISBURSEMENTS (tie to bank statement)				196,156,665


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				6,800,000

			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				$189,356,665

^{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 G 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						172,661
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						172,661



			GROSS DISBURSEMENTS (tie to bank statement)				172,661


			(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				172,661



^{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 G for details)


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

xxx	PAYROLL OFFICER
xxx	PAYROLL NON-OFFICER						754,921

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						333,334
17	INSURANCE						440,704
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						774,038



			GROSS DISBURSEMENTS (tie to bank statement)				1,528,959


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			284,208
				b. State income tax w/held			23,133
				c. State sales or use tax			186
				d. Other ²			35,028
			TOTAL TAXES				342,555


			NET MONTHLY DISBURSEMENTS				$ 1,871,514



^{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 G 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 G 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 October 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 G 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 October 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 G 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 October 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 G 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 G 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							8,865

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							177,347
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER

	SUBTOTAL EXCLUDING PAYROLL							177,347



			GROSS DISBURSEMENTS (tie to bank statement)					186,212


			(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				266
				d. Other ²				-
			TOTAL TAXES					266


			NET MONTHLY DISBURSEMENTS					$ 186,478


^{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 October 30, 2005

/s/ Kathryn Mikells

Signature

Kathryn Mikells VP & Treasurer

Print Name and Title

11/21/05

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

David M. Wing VP & Controller

Print Name and Title

11/21/05

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	10/3/05	110,000
US BANK	AIRCRAFT	10/3/05	63,498,961
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/3/05	1,550,000
WILMINGTON TRUST COMPANY	AIRCRAFT	10/3/05	557,889
SOCIETE GENERALE PARIS	AIRCRAFT	10/3/05	75,000
RBS AEROSPACE LIMITED	AIRCRAFT	10/6/05	85,000
US BANK	AIRCRAFT	10/6/05	5,925,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/6/05	475,000
AIE VI	AIRCRAFT	10/11/05	3,630,000
IAE	AIRCRAFT	10/11/05	1,620,000
RBS AEROSPACE LIMITED	AIRCRAFT	10/11/05	85,000
US BANK	AIRCRAFT	10/11/05	610,889
WILMINGTON TRUST COMPANY	AIRCRAFT	10/11/05	1,585,000
US BANK	AIRCRAFT	10/12/05	150,000
US BANK	AIRCRAFT	10/13/05	578,444
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/17/05	4,000,000
CALYON	AIRCRAFT	10/17/05	3,342,477
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	10/18/05	130,000
US BANK	AIRCRAFT	10/18/05	270,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/19/05	520,193
WILMINGTON TRUST COMPANY	AIRCRAFT	10/19/05	409,807
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/20/05	350,000
US BANK	AIRCRAFT	10/21/05	1,067,070
US BANK	AIRCRAFT	10/24/05	4,977,530
WILMINGTON TRUST COMPANY	AIRCRAFT	10/24/05	170,000
BARCLAYS CAPITAL	AIRCRAFT	10/24/05	4,179,347
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/26/05	700,000
CALYON, PARIS	AIRCRAFT	10/26/05	1,220,617
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/27/05	350,000
WILMINGTON TRUST COMPANY	AIRCRAFT	10/27/05	160,000
CORPORATE TRUST SERVICES	AIRCRAFT	10/28/05	4,974,025
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/28/05	675,000
WILMINGTON TRUST COMPANY	AIRCRAFT	10/28/05	85,000
CUMBERLAND LEASE CORP	AIRCRAFT	10/31/05	95,000
MIZUHO CORPORATE BANK	AIRCRAFT	10/31/05	650,000
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	10/31/05	2,340,000
US BANK	AIRCRAFT	10/31/05	2,034,278
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/31/05	6,163,625
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	10/31/05	2,990,889
WILMINGTON TRUST COMPANY	AIRCRAFT	10/31/05	430,000
CIT GROUP	AIRCRAFT	10/31/05	135,000
UT FINANCE	ENGINE	10/31/05	197,310

			123,153,352

SCHEDULE E - - Professional Payments ¹


PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID

Babcock & Brown	$ 272,471	$ 272,471
Bain & Company (OCP)	713,233	713,233
GCW Consulting	128,183	128,183
Huron Consulting Group	1,093,312	1,093,312
Jenner & Block	1,551	1,551
Kirkland & Ellis	2,406,710	2,406,710
McKinsey & Co (OCP)	3,737,039	3,737,039
Mayer, Brown	67,159	67,159
MBT & LeBoeuf	13,054	13,054
Mercer Management Consulting	718,791	718,791
Mesirow Financial Consulting	665,524	665,524
Novare	1,688	1,688
Paul Hastings	839	839
Piper Rudnick	20,832	20,832
Poorman Douglas	446,748	446,748
Rothschild	381,402	381,402
Saybrook Capital	194,394	194,394
Segal Company	7,623	7,623
Sonnenschein	1,297,159	1,297,159
Sperling & Slater	170,283	170,283
Wilmer, Cutler and Pickering	45,193	45,193

Committee of Unsecured Creditors	5,021	5,021



Total	$ 12,388,207	$ 12,388,207





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 October 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

$1,111,056,307

$1,055,890,230

$1,043,076,432

$12,813,798

Add: sales on account

$1,648,756,472

Less: collections

($1,715,542,461)

Less: Write-offs and Clearing

($1,193,886)

End of month balance

$1,043,076,432

0 - 30 Days²

31 - 60
Days²

61 - 90
Days²

Over 90
Days ²

End of Month Total

$912,289,954

$48,452,905

$21,184,046

$61,149,527

$1,043,076,432

^{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

$365,156,000

$397,447,000

$395,244,000

$2,203,000

Add: credit extended

($1,446,183,150)

Less: payments on account

$1,476,271,150

End of month balance

$395,244,000

0 - 30 Days ³

31 - 60 Days ²

61 - 90 Days ²

Over 90
Days ²

End of Month Total

$391,475,386

$3,091,576

$677,038

$395,244,000

^{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 160 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 (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
NATIONAL CITY	Columbus, OH	n/a
NATIONAL CITY BANK	Pittsburgh, PA	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
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
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 wages in the United States of America 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.