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: May 11, 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 May 11, 2005, UAL Corporation issued a press release announcing our financial results for the first quarter of 2005. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01	Other Events.

On May 11, 2005, UAL Corporation filed its monthly operating report for the period March 1, 2005 through March 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 99.2.

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 March 1, 2005 through March 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: May 11, 2005

Worldwide Communications:

Exhibit 99.1

United
News Release

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

UAL CORPORATION REPORTS FIRST-QUARTER 2005 RESULTS

First-Quarter Operating Loss of $250 Million Slightly Worse than 2004
Despite a $202 Million Higher Fuel Expense

Mainline Unit Costs Up 1 percent; Excluding Fuel, Mainline Unit Costs Down 4 percent

Bankruptcy Court Approves Essential Pension Agreement

CHICAGO, May 11, 2005 -UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today reported its first-quarter 2005 financial results.

UAL reported a first-quarter operating loss of $250 million due primarily to continuing high fuel costs. This compares with a $211 million operating loss in the first quarter of 2004. UAL reported a net loss of $1.1 billion, or a loss per basic share of $9.23, which includes $768 million in reorganization items. Reorganization items include two large non-cash items: a curtailment charge of $433 million related to the Pension Benefit Guaranty Corporation's (PBGC) motion to terminate the company's defined benefit pension plan for ground employees, and $294 million in charges related to the rejection of aircraft. Excluding the reorganization items, UAL's net loss for the first quarter totaled $302 million, or a loss per basic share of $2.62.

Resolving one of the most significant issues remaining in the company's restructuring, on Tuesday the Bankruptcy Court approved an agreement with the PBGC which provides for the settlement and compromise of various disputes and controversies with respect to United's defined benefit pension plans.

"In an extremely tough industry environment, we made progress in executing our business plan," said Glenn Tilton, United's chairman, CEO and president. "By maintaining focus on United's customers, our employees turned in operational performance near top levels in the company's history. Our revenue plan is also tracking well against the reallocation of capacity to robust international markets, with more improvement to come. Progress to reduce costs throughout the system has been substantial and we are pressing ahead to further reduce costs and inefficiencies in all areas of the business."

United's Restructuring Progress Continues

Thus far in 2005, United continued to advance its restructuring activities. As part of the recent restructuring efforts, United:

Requested and received Bankruptcy Court approval to extend until July 1, 2005 its exclusive right to file a Plan of Reorganization for the company, with the support of the company's Official Committee of Unsecured Creditors;
Reached ratified labor agreements with four of its six unions and the company continues to work with the remaining unions to reach consensual agreements; and
Received Court approval of a settlement agreement with the PBGC regarding the termination of all of United's defined benefit pension plans

Jake Brace, United's executive vice president and chief financial officer, said, "Termination and replacement of the pension plans is something we tried very hard to avoid, but it simply proved unavoidable. This is a difficult but necessary step which will move us significantly closer to exiting bankruptcy as a sustainable, viable enterprise."

Revenue results

Results for the first quarter of 2005 reflect a 2 percent reduction in system capacity compared with the same period last year. During the quarter, passenger unit revenue decreased 1 percent and yield decreased 4 percent, compared to first quarter last year. Excluding $60 million of out-of-period revenue adjustments in the first quarter of 2004, United's system passenger revenue per available seat mile increased 1.3 percent, outpacing average industry performance. On a domestic mainline capacity decrease of 10 percent and again excluding the domestic portion of the revenue adjustment, United's domestic passenger revenue per available seat mile increased 1.0 percent, also outpacing average industry performance. System load factor increased 3 points to 78.2 percent, as traffic increased 2 percent. United is pleased with the results of its decisions to move capacity to international markets and to address the issue of overcapacity on domestic routes.

Operating Expenses

Total operating expenses for the quarter were $4.2 billion, up 1 percent from the year-ago quarter on a 2 percent decrease in capacity -largely driven by fuel. Excluding UAFC and fuel, mainline operating expenses per available seat mile decreased 4 percent. For more information on UAFC, see note 4.

Salaries and related costs were down 17 percent, or $216 million, primarily reflecting recent labor and management cost reductions and a 5 percent reduction in manpower. Fuel expense was $202 million higher than in the first quarter 2004. Average fuel price for the quarter was $1.46 per gallon (including taxes), up 36 percent year-over-year.

The company had an effective tax rate of zero for all periods presented, which makes UAL's pre-tax loss the same as its net loss.

Cash

The company ended the quarter with an unrestricted cash balance of $1.4 billion, and a restricted cash balance of $885 million, for a total cash balance of $2.3 billion. The cash balance increased by $167 million during the quarter.

"The fact that United is cash-flow positive in the face of record fuel costs demonstrates that restructuring is delivering results," Brace added.

Operations

During the first quarter, the annual Airline Quality Rating (AQR) study conducted by Wichita State University was released. According to the study, United was one of only four airlines - and the only major U.S. carrier - that improved service in 2004. Among the seven major carriers, United was number one in on-time arrivals for the twelve months ending March 2005, as reported by the U.S. Department of Transportation's May, 2005 Air Travel Consumer Report.

In addition, employee productivity (available seat miles divided by employee equivalents) was up 4 percent for the quarter compared to the same period in 2004.

Outlook

United expects second-quarter system mainline capacity to be down about 3 percent year-over-year. System mainline capacity for 2005 is expected to be about 3 percent lower than 2004.

The company projects fuel prices for the second quarter, including taxes and excluding the impact of hedges, to average $1.66 per gallon. The company has 20 percent of its expected fuel consumption for the second quarter hedged at an average of $1.31 per gallon, including taxes. Even if fuel prices are in the mid-fifty U.S. dollar per barrel range, United projects it would generate positive operating cash flow in the second quarter.

United has made significant progress toward achieving the economic structure the company must have to build a competitive, sustainable business. United expects to see continued improvements in the second quarter as the company realizes the positive effects of additional restructuring savings, a shift in capacity to international markets, and business improvements initiatives already underway.

March Monthly Operating Report

UAL today also filed with the United States Bankruptcy Court its Monthly Operating Report for March. The company posted a $54 million operating profit for March. "Although we had a modest profit in the seasonally strong month of March, we need to complete our restructuring to be a viable company," said Brace. UAL met the requirements of its debtor-in-possession (DIP) financing.

News releases and other information about United Airlines can be found at the company's website, www.united.com.

Note 6 to the attached Statements of Consolidated Operations provides a reconciliation of net loss reported under GAAP to net loss excluding special items for all periods presented, as well as a reconciliation of other financial measures, including and excluding special charges.

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.

UAL CORPORATION AND SUBSIDIARY COMPANIES
DEBTOR AND DEBTOR-IN-POSSESSION
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In Millions, Except Per Share)

(In accordance with GAAP)			Three Months Ended March 31
			2005		2004			% Change
Operating revenues:
Passenger - - United Airlines			$ 2,916		$ 2,991			(2.5)
- Regional Affiliates			524		440			19.1
Cargo			172		148			16.2
Other operating revenues			303		330			(8.2)
			3,915		3,909			0.2
Operating expenses:
Salaries and related costs			1,033		1,249			(17.3)
Aircraft fuel			805		603			33.5
Purchased services			361		352			2.6
Aircraft rent			120		137			(12.4)
Landing fees and other rent			233		231			0.9
Depreciation and amortization			213		230			(7.4)
Aircraft maintenance			219		185			18.4
Commissions			77		81			(4.9)
Regional affiliates			645		551			17.1
Other operating expenses			459		501			(8.4)
			4,165		4,120			1.1

Loss from operations			(250)		(211)			18.5

Other income (expense):
Interest expense			(109)		(120)			(9.2)
Interest capitalized			(5)		-			-
Interest income			4		10			(60.0)
Non-operating special charge			-		(13)			(100.0)
Miscellaneous, net			58		8			625.0
			(52)		(115)			(54.8)

Loss before reorganization items, equity in losses of affiliates
and income taxes			(302)		(326)			(7.4)
Reorganization items, net			(768)		(130)			490.8

Loss before equity in losses of affiliates and income taxes			(1,070)		(456)			134.6
Equity in losses of affiliates			-		(3)			(100.0)

Loss before income taxes			(1,070)		(459)			133.1
Provision (credit) for income taxes			-		-
Net loss			$ (1,070)		$ (459)			133.1


Loss per share, basic			$ (9.23)		$ (4.17)

Weighted average shares			116.2		110.6
_____________
See accompanying notes.

Consolidated Notes (Unaudited)

(1)	UAL Corporation ("UAL" or the "Company") is a holding company whose principal subsidiary is United Air Lines, Inc. ("United"). On December 9, 2002, UAL, United and twenty-six direct and indirect wholly owned subsidiaries filed Chapter 11 petitions for relief in the U.S. Bankruptcy Court for the Northern District of Illinois.

(2)	In connection with its bankruptcy proceedings, the Company recorded the following reorganization items:
				Three-month Period
				2005					2004
	Curtailment charge			$ 433					$ -
	Aircraft rejection charges			294					121
	Professional fees			44					34
	Severance and employee retention			7					7
	Interest income			(7)					(4)
	Other			(3)					(28)
				$ 768					$ 130

	Aircraft rejection costs include the Company's estimate of claims incurred as a result of the rejection of certain aircraft as part of the bankruptcy process. In the first quarter of 2005, the Company recognized a pension curtailment charge of $433 million associated with a motion filed by the Pension Benefit Guaranty Corporation to involuntarily terminate (on March 11, 2005) the Company's defined benefit pension plan for covered members of certain ground employees. Based upon the involuntary nature of the termination of the defined benefit pension plan and its direct relationship to the Company's reorganization, the 2005 curtailment charge is classified as a reorganization expense.

(3)	In the first quarter of 2004, the Company recorded an out-of-period revenue adjustment of $60 million and a $13 million non-operating special item as a result of its write-down of the non-operating B767-200s to net realizable value.

(4)	Included in other operating income in UAL's results of operations are the results of its wholly owned subsidiary United Aviation Fuels Corporation ("UAFC"). For the first quarter of 2005 and 2004, UAFC recorded revenues for fuel sales to third parties of $56 million and $129 million, respectively, and related expenses of $54 million and $128 million, respectively.

(5)	In the first quarter of 2005, the Company recognized a non-operating gain of $42 million in miscellaneous, net to record the impact of ineffective fuel hedges.

(6)	Pursuant to SEC Regulation G, the Company has included the following reconciliation of reported non-GAAP financial measures to comparable financial measures reported on a GAAP basis. The Company believes that the reported non-GAAP financial results provide management and investors a better perspective of on-going financial performance and trends by excluding these special items for comparative purposes. Statistical information is for United mainline jet operations only.

		Three-month Period
		In Millions				EPS
		2005		2004		2005			2004
	GAAP net loss	$ (1,070)		$ (459)		$ (9.23)			$ (4.17)
	Adjusted for:
	Revenue Adjustment	-		(60)		-			(0.52)
	Special non-operating items	-		13		-			0.11
	Reorganization items, net	768		130		6.61			1.17
		$ (302)		$ (376)		$ (2.62)			$ (3.41)

		Three-month Period									%
	Cost per asm - CASM (cents)	2005				2004					Change
	GAAP mainline operating expense per asm	10.28				10.22					0.6
	Less: UAFC*	(0.16)				(0.36)					(55.6)
	Mainline operating expense per asm excluding UAFC*	10.12				9.86					2.6
	Less: fuel	(2.35)				(1.73)					35.8
	Mainline operating expense per asm excluding UAFC*
	and fuel	7.77				8.13					(4.4)


		Three-month Period									%
	Yield (cents)	2005				2004					Change
	GAAP passenger revenue per rpm	10.83				11.31					(4.2)
	Less: revenue adjustment	0.00				(0.17)					(100.0)
	Passenger revenue per rpm excl revenue adjustment	10.83				11.14					(2.8)

	Operating revenue per asm - RASM (cents)
	GAAP mainline operating revenue per asm	9.90				9.94					(0.4)
	Less: revenue adjustment	0.00				(0.17)					(100.0)
	Mainline operating revenue per asm excluding
	revenue adjustment	9.90				9.77					1.3
	Less: UAFC*	(0.16)				(0.38)					(57.9)
	Mainline operating revenue per asm excluding
	revenue adjustment and UAFC*	9.74				9.39					3.7

	Passenger revenue per asm - PRASM (cents)
	GAAP mainline passenger revenue per asm	8.51				8.57					(0.7)
	Less: revenue adjustment	0.00				(0.17)					(100.0)
	Mainline passenger revenue per asm excluding
	revenue adjustment	8.51				8.40					1.3

	GAAP mainline domestic passenger revenue per asm	8.85				8.94					(1.0)
	Less: revenue adjustment	0.00				(0.18)					(100.0)
	Mainline domestic passenger revenue per asm
	excluding revenue adjustment	8.85				8.76					1.0


	* UAFC's third party revenues and expenses are not derived from mainline jet operations. Therefore, UAL has excluded these revenues and expenses from the above reported GAAP financial measures. See Note 4 above for more details.
UAL CORPORATION AND SUBSIDIARY COMPANIES
DEBTOR AND DEBTOR-IN-POSSESSION

							Three Months Ended March 31
							2005			2004		% Change
OPERATING STATISTICS
United Mainline Jet Operations

Revenue passengers (in thousands)							15,667			15,968		(1.9)

Revenue passenger miles (in millions)							26,784			26,277		1.9

Available seat miles (in millions)							34,259			34,910		(1.9)

Passenger load factor (percent)							78.2			75.3		2.9 pt.

Breakeven passenger load factor (percent)							84.9			80.6		4.3 pt.

GAAP passenger revenue per passenger mile - yield (cents)							10.83			11.31		(4.2)

Passenger revenue per passenger mile excluding revenue adjustment - yield (cents)							10.83			11.14		(2.8)

GAAP passenger revenue per available seat mile - PRASM (cents)							8.51			8.57		(0.7)

Passenger revenue per available seat mile excluding revenue adjustment - PRASM (cents)							8.51			8.40		1.3

GAAP operating revenue per available seat mile - RASM (cents)							9.90			9.94		(0.4)

Operating revenue per available seat mile excluding revenue adjustment - RASM (cents)							9.90			9.77		1.3

Operating revenue per available seat mile excluding revenue adjustment and
UAFC - RASM (cents)							9.74			9.39		3.7

GAAP operating expense per available seat mile - CASM (cents)							10.28			10.22		0.6

Operating expenses per available seat mile excluding UAFC - CASM (cents)							10.12			9.86		2.6

Operating expenses per available seat mile excluding UAFC and fuel
expense - - CASM (cents)							7.77			8.13		(4.4)

Average price per gallon of jet fuel (cents)							146.5			107.4		36.4

Number of aircraft in operating fleet at end of period							466			530		(12.1)

Average full-time equivalent employees (thousands)							56.3			59.4		(5.2)

ASMs per equivalent employees - productivity (thousands)							609			588		3.6

Average stage length (thousands)							1,361			1,285		5.9

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
March 1, 2005 THROUGH March 31, 2005

































^{1 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
March 1, 2005 THROUGH March 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: 5/4/2005	DEBTOR-IN-POSSESSION


	Frederic F. Brace
Print Name/Title:	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 May 15, 2005)

Statements of Consolidated Cash Flows (Form 10Q to be filed by May 15, 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	My Points.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 OPERATIONS¹
FOR THE MONTH ENDED March 31, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,642,207

Total operating expenses		1,588,589

Earnings (loss) from operations		53,618



Non-operating income (expenses):
Net interest expense		(33,032)
Other income (expenses), net:		60,181
Total non-operating income (expenses):		27,149



Net Earnings (loss) before Reorganization items		80,767


Reorganization items		(538,588)

Net earnings (loss)		(457,821)






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

BEGINNING BALANCE (ending balance February 28, 2005)
Operating Accounts - DOM				$38,053,000
Operating Accounts - INT				$28,346,600
London Overnight Investment Balance				$6,217,427
Liquidity Pool				$1,259,017,412
Restricted Cash ³				$869,814,225
Subsidiaries:
a. Mileage Plus, Inc.				$361,952
b. Premier Meeting and Travel Services, Inc.				$1,070,300
c. MyPoints.com, Inc.				$7,765,702
d. Domicile Management Services, Inc.				$257,346
e. UAL Loyalty Services, Inc.				$1,432,634
f. United Aviation Fuel Corporation				$2,930,056
TOTAL BEGINNING BALANCE				$2,215,266,655

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,678,734,248
2. Other receipts			$5,042,384

TOTAL RECEIPTS	(A)		$1,683,776,633


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁴
a. Officers			$745,324
b. Non-Officer			$168,102,469

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings			$57,482,636
b. State income tax w/held			$7,228,515
c. State sales or use tax			$291,850
d. Other ⁵			$116,992,934

3. Necessary Operational Disbursements ⁶
a. Operating Disbursements (net of Intercompany disbursements)			$1,233,705,107
b. Transferred to escrows / restricted cash			-

TOTAL DISBURSEMENTS	(B)		$1,584,548,835


NET RECEIPTS (Line (A) less Line (B))				$99,227,797

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)				$2,314,494,452

Bank One Overnight Investment Account (month over month change) ⁷				($316,897)

TOTAL ENDING BALANCE ⁸				$2,314,177,555

Check

ENDING BALANCE (as of March 31, 2005)
Operating Accounts - DOM			$36,176,883
Operating Accounts - INT			$40,296,870
London Overnight Investment			$4,382,016
Liquidity Pool			$1,353,976,309
Restricted Cash ³			$864,976,516
Subsidiaries:
Mileage Plus, Inc.			$450,418
Premier Meeting and Travel Services, Inc.			$756,426
MyPoints.com, Inc.			$9,340,665
Domicile Management Services, Inc.			$128,851
UAL Loyalty Services, Inc.			$1,981,757
United Aviation Fuel Corporation			$1,710,843

TOTAL ENDING BALANCE			$2,314,177,555

^{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 information for domestic entities only.}
^{5 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.}
^{6 Includes certain aircraft financing payments for the month of March (2005). These payments are highlighted in Schedule D of this report.}
^{7 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.}
^{8 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

1,691,251,885

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

5,329,882

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

110,547,512

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,807,129,279

Debtor-In-Possession Financing

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

5,042,384

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

1,812,171,664

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

128,395,031

NET RECEIPTS

$1,683,776,633

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,678,734,248

Other receipts

5,042,384

$1,683,776,633

^{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 $98,376,472}

^{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							1,547,001,504

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

International Operational Receipts			BEG BALANCE (LESS) ENDING BALANCE							$110,326,742
			PLUS NET REPATRIATION
Total Operational Receipts			TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY							1,657,328,246

Debtor-In-Possession Financing										-

Other Non-Operational Receipts ²					SEE FOOTNOTE BELOW					$4,967,015

Less, Non-filing entities				NONE FOR THIS PERIOD						-





						GROSS RECEIPTS				1,662,295,261

						UAL				-
						UAL Loyalty Services, Inc.				-
						UAL Company Services, Inc.				-
						Confetti Inc.				-
						MyPoints.com, Inc.				38,688
						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.				412,636
						United Aviation Fuels Corporation				9,700,000
						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					10,151,324



						NET RECEIPTS				$1,652,143,937



^{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 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

1,281,989

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

1,281,989

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

344

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

1,282,332

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

1,282,332

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,070,300

Receipts

1,282,332

Disbursements

(1,596,206)

Reconciled Ending Balance

$756,426

Reported Ending Balance

$756,426

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)

3,429,882

Total Non-Bank One Receipts

3,429,882

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

3,429,882

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

52,756

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

3,482,638

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

3,482,638

BANK STATEMENT RECONCILIATION:

Beginning Balance

$7,765,702

Receipts

3,482,638

Disbursements

(1,907,675)

Reconciled Ending Balance

$9,340,665

Reported Ending Balance

$9,340,665

Difference

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

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

Domestic Operational Receipts

SHORE BANK

$1,900,000

Total Non-Bank One Receipts

1,900,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,900,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

24,073

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

1,924,073

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

1,900,000

NET RECEIPTS

24,073

BANK STATEMENT RECONCILIATION:

Beginning Balance

$361,952

Receipts

1,924,073

Disbursements

(1,835,607)

Reconciled Ending Balance

$450,418

Reported Ending Balance

$450,418

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

138,824,686

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

138,824,686

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)

138,824,686

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

112,200,000

(Provide detail above)

NET RECEIPTS

26,624,686

BANK STATEMENT RECONCILIATION:

Beginning Balance

$2,930,056

Receipts

138,824,686

Disbursements

(140,043,898)

Reconciled Ending Balance

$1,710,843

Reported Ending Balance

$1,710,843

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

$4,143,707

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

4,143,707

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)

4,143,707

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

$4,143,707

NET RECEIPTS

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,432,634

Receipts

4,143,707

Disbursements

(3,594,584)

Reconciled Ending Balance

$1,981,757

Reported Ending Balance

$1,981,757

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

104.17

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

3/31/05

220,770

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

220,770

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(1,803)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

218,967

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

218,967

BANK STATEMENT RECONCILIATION:

Beginning Balance

$257,346

Receipts

218,967

Disbursements

(347,462)

Reconciled Ending Balance

$128,851

Reported Ending Balance

$128,851

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

745,324

( A )

xxx

PAYROLL NON-OFFICER

168,102,469

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

418,885,968

CATERING

28,620,482

RECURRING RENT

63,608,449

GENERAL PAYABLES

698,131,081

INSURANCE

55,579,830

LANDING FEES

19,644,954

xxx

OTHER

77,629,374

SUBTOTAL EXCLUDING PAYROLL

1,362,100,139

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,530,947,931

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES³

128,395,031

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

57,482,636

b. State income tax w/held

7,228,515

c. State sales or use tax

291,850

d. Other ⁴

116,992,934

TOTAL TAXES

181,995,935

( E )

NET MONTHLY DISBURSEMENTS

$ 1,584,548,835

Forward to MOR Summary:

Officers Payroll

745,324

( A )

Non-Officer Payroll

168,102,469

( B )

Taxes

181,995,935

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,233,705,107

(C-D)

$ 1,584,548,835

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

^{2 Fuel
Summary:}

UAFC Fuel Disbursements

140,043,898

United Fuel Disbursements

278,842,070

Total Fuel Disbursements

418,885,968

Less: Intercompany Transfers

(121,900,000)

Fuel Disbursements

$ 296,985,968

^{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					-

04	AVIATION FUEL					-
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES¹					48,557
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER

	SUBTOTAL EXCLUDING PAYROLL					48,557



			GROSS DISBURSEMENTS (tie to bank statement)			48,557


			(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			48,557

^{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					745,324
xxx	PAYROLL NON-OFFICER					166,814,220

04	AVIATION FUEL			(Includes intercompany transfer to UAFC, see below)		278,842,070
06	CATERING					28,620,482
03	RECURRING RENT					63,608,449
01	GENERAL PAYABLES					690,716,681
17	INSURANCE					55,101,821
18	LANDING FEES					19,644,954
xxx	OTHER ²					77,629,374

	SUBTOTAL EXCLUDING PAYROLL					1,214,163,831



			GROSS DISBURSEMENTS (tie to bank statement)			1,381,723,374

			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
			MyPoints.com, Inc.			-
			Premier Meeting and Travel Services, Inc.			-
			Mileage Plus, Inc.			1,900,000
			United Aviation Fuels Corporation			112,200,000
			UAL Loyalty Services, Inc.			4,143,707
			Domicile Management Services, Inc.			-
			TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³			118,243,707

			TAXES:
			a. Federal Income Tax and FICA withholdings			57,280,898
			b. State income tax w/held			7,199,309
			c. State sales or use tax			291,299
			d. Other (specify) ⁴			116,855,119
			TOTAL TAXES			181,626,625




			NET MONTHLY DISBURSEMENTS			$ 1,445,106,292

^{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.}
^{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 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

3,594,584

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

3,594,584

GROSS DISBURSEMENTS (tie to bank statement)

3,594,584

(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

$ 3,594,584

^{1
Includes disbursement activity for Confetti, Inc., Mileage Plus Holdings,
Inc. and Mileage Plus Marketing, 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 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 / 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			-


^{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 / 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			-


^{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 / 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			-


^{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					607,682

04	AVIATION FUEL					-
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					1,299,993
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					1,299,993



			GROSS DISBURSEMENTS (tie to bank statement)			1,907,675


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES²			38,688

			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			$ 1,868,987


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

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 / 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

^{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					-

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 / 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			-


^{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.}

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 / 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

^{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, 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 / 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			-


^{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 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 / 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			-


^{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 / 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			-


^{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 / 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			-


^{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 / 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			-


^{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 / ENTITIES³			-

			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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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					1,596,206
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					1,596,206



			GROSS DISBURSEMENTS (tie to bank statement)			1,596,206


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			412,636

			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			$ 1,183,570

^{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					140,043,898
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					-
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					140,043,898



			GROSS DISBURSEMENTS (tie to bank statement)			140,043,898


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			9,700,000

			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			$ 130,343,898

^{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					219,878
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					219,878



			GROSS DISBURSEMENTS (tie to bank statement)			219,878


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			-

			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			219,878



^{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					672,345

04	AVIATION FUEL					-
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					454,134
17	INSURANCE					478,009
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					932,143



			GROSS DISBURSEMENTS (tie to bank statement)			1,604,488


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹

			TAXES:
			a. Federal Income Tax and FICA withholdings			201,738
			b. State income tax w/held			29,206
			c. State sales or use tax			175
			d. Other ²			-
			TOTAL TAXES			231,119


			NET MONTHLY DISBURSEMENTS			$ 1,835,607



^{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 / 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			-


^{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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{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 / 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			-


^{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						8,222

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						201,049
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						201,049



			GROSS DISBURSEMENTS (tie to bank statement)					209,271


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹					-

			TAXES:
			a. Federal Income Tax and FICA withholdings				-
			b. State income tax w/held				-
			c. State sales or use tax				376
			d. Other ²				137,815
			TOTAL TAXES				138,191


			NET MONTHLY DISBURSEMENTS				$ 347,462


^{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.}

		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					1,596,206
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					1,596,206



			GROSS DISBURSEMENTS (tie to bank statement)			1,596,206


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			412,636

			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			$ 1,183,570

^{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					140,043,898
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					-
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					140,043,898



			GROSS DISBURSEMENTS (tie to bank statement)			140,043,898


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			9,700,000

			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			$ 130,343,898

^{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					219,878
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					219,878



			GROSS DISBURSEMENTS (tie to bank statement)			219,878


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			-

			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			219,878



^{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					672,345

04	AVIATION FUEL					-
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					454,134
17	INSURANCE					478,009
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					932,143



			GROSS DISBURSEMENTS (tie to bank statement)			1,604,488


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹

			TAXES:
			a. Federal Income Tax and FICA withholdings			201,738
			b. State income tax w/held			29,206
			c. State sales or use tax			175
			d. Other ²			-
			TOTAL TAXES			231,119


			NET MONTHLY DISBURSEMENTS			$ 1,835,607



^{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 / 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			-


^{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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{1 Approximated from Income Statement for the month ended March 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 / 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			-


^{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 / 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			-


^{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						8,222

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						201,049
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						201,049



			GROSS DISBURSEMENTS (tie to bank statement)					209,271


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹					-

			TAXES:
			a. Federal Income Tax and FICA withholdings				-
			b. State income tax w/held				-
			c. State sales or use tax				376
			d. Other ²				137,815
			TOTAL TAXES				138,191


			NET MONTHLY DISBURSEMENTS				$ 347,462


^{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 March 31, 2005

/s/ Kathryn Mikells

Signature

Kathryn Mikells

Vice President - Treasurer

Print Name and Title

05/03/2005

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 Wing

Signature

David Wing

Vice President & Controller

Print Name and Title

05/03/2005

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	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent

CORPORATE TRUST SERVICES	AIRCRAFT	3/1/05	110,000.00
US BANK	AIRCRAFT	3/1/05	32,781,722.44
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/1/05	4,595,625.00
WILMINGTON TRUST COMPANY	AIRCRAFT	3/1/05	160,000.00
SOCIETE GENERALE PARIS	AIRCRAFT	3/1/05	328,750.00
BAYERISCHE LAANDESBANK	AIRCRAFT	3/1/05	1,125,000.00
US BANK	AIRCRAFT	3/2/05	308,361.11
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	3/2/05	513,376.06
US BANK	AIRCRAFT	3/3/05	180,000.00
US BANK	AIRCRAFT	3/4/05	400,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	3/7/05	126,083.33
US BANK	AIRCRAFT	3/7/05	200,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	3/7/05	517,333.33
IAE	AIRCRAFT	3/8/05	1,620,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	3/8/05	127,027.78
WILMINGTON TRUST COMPANY	AIRCRAFT	3/8/05	700,000.00
AIE VI	AIRCRAFT	3/9/05	3,630,000.00
US BANK	AIRCRAFT	3/10/05	326,305.56
US BANK	AIRCRAFT	3/10/05	155,719.27
WILMINGTON TRUST COMPANY	AIRCRAFT	3/10/05	400,000.00
US BANK	AIRCRAFT	3/11/05	406,777.78
WILMINGTON TRUST COMPANY	AIRCRAFT	3/11/05	400,000.00
US BANK	AIRCRAFT	3/14/05	1,226,666.67
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/15/05	8,644,062.50
US BANK	AIRCRAFT	3/15/05	7,586.19
US BANK	AIRCRAFT	3/17/05	400,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	3/17/05	85,000.00
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	3/18/05	504,833.33
US BANK	AIRCRAFT	3/18/05	1,048,500.00
US BANK	AIRCRAFT	3/21/05	160,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/21/05	2,048,804.11
WILMINGTON TRUST COMPANY	AIRCRAFT	3/21/05	409,807.00
US BANK	AIRCRAFT	3/23/05	425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	3/23/05	170,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/28/05	1,033,981.48
WILMINGTON TRUST COMPANY	AIRCRAFT	3/28/05	299,333.34
US BANK	AIRCRAFT	3/29/05	80,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/29/05	5,595,464.95
WILMINGTON TRUST COMPANY	AIRCRAFT	3/29/05	85,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	3/30/05	2,340,000.00
US BANK	AIRCRAFT	3/30/05	280,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/30/05	15,793,294.86
WILMINGTON TRUST COMPANY	AIRCRAFT	3/30/05	95,000.00
EXPORT DEVELOPMENT CORPORATION	AIRCRAFT	3/30/05	151,666.80
CALYON	AIRCRAFT	3/30/05	1,263,080.31
CUMBERLAND LEASE CORP.	AIRCRAFT	3/31/05	95,000.00
MIZUHO CORPORATE BANK	AIRCRAFT	3/31/05	650,000.00
SOCIETE GENERALE	AIRCRAFT	3/31/05	1,280,373.28
US BANK	AIRCRAFT	3/31/05	15,489,740.74
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	3/31/05	475,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	3/31/05	2,250,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	3/31/05	505,000.00
CIT GROUP	AIRCRAFT	3/31/05	135,000.00
UT FINANCE	AIRCRAFT ENGINE	3/31/05	189,954.35
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	3/31/05	4,860,000.00
SMBC	AIRCRAFT	3/31/05	2,100,000.00
CITIBANK	AIRCRAFT	3/31/05	326,357.28
			119,615,588.84

SCHEDULE E - Professional Payments ¹

	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock & Brown	$ 337,500.00	$ 337,500.00
	Bain & Company (OCP)	126,172.61	126,172.61
	Bridge Associates	580,314.80	580,314.80
	Cognizant Associates	18,291.00	18,291.00
	Deloitte & Touche (ICP)	1,205,053.00	1,205,053.00
	FTI Consulting / PWC	7,975.91	7,975.91
	Heidrick & Struggles Inc	124,396.67	124,396.67
	Huron Consulting Group	127,400.55	127,400.55
	Jenner & Block	3,020.78	3,020.78
	Kirkland & Ellis	502,217.43	502,217.43
	KPMG	237,927.40	237,927.40
	Marr Hipp Jones & Wang	135,427.06	135,427.06
	Mayer, Brown	112,611.77	112,611.77
	Mercer Management Consulting	292,828.69	292,828.69
	Mesirow Financial Consulting	33,487.00	33,487.00
	Paul Hastings	1,986.69	1,986.69
	Piper Rudnick	98,973.68	98,973.68
	Rothschild	425,030.87	425,030.87
	Saybrook Capital	462,262.31	462,262.31
	Sonnenschein Nath & Rosenthal	298,940.04	298,940.04
	Sperling & Slater	22,918.75	22,918.75
	Vedder Price	377,888.32	377,888.32
	Committee of Unsecured Creditors	5,207.94	5,207.94

	Total	$ 5,537,833.27	$ 5,537,833.27



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 March 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

$1,154,360,804

$1,187,423,094

$1,176,056,804

$11,366,290

Add: sales on account

$1,818,729,030

Less: collections

($1,794,771,237)

Less: Write-offs and Clearing

($2,261,793)

End of month balance

$1,176,056,804

0 - 30 Days²

31 - 60 Days²

61 - 90 Days²

Over 90 Days²

End of Month Total

$1,053,576,614

$44,075,400

$25,520,926

$52,883,864

$1,176,056,804

^{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

$371,696,000

$369,815,000

$366,328,000

$3,487,000

Add: credit extended

$1,382,510,464

Less: payments on account

($1,387,878,464)

End of month balance

$366,328,000

0 - 30 Days

31 - 60 Days ²

61 - 90 Days ²

Over 90 Days ²

End of Month Total

$365,526,383

$457,937

$343,680

$366,328,000

^{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.}

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 167 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	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
HARRIS BANK	Chicago, IL	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	Chicago, IL	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 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.