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: June 2, 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 June 2, 2005, UAL Corporation filed its monthly operating report for the period April 1, 2005 through April 30, 2005 with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1. A copy of the press release is provided hereunder as Exhibit 99.2.

Item 9.01			Financial Statements and Exhibits.

(c)	Exhibits	Description

	99.1	Monthly Operating Report of UAL Corporation for the period April 1, 2005 through April 30, 2005
	99.2	Press Release

SIGNATURES

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

	UAL CORPORATION


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

Dated: June 2, 2005

IN RE:

Exhibit 99.1

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







MONTHLY OPERATING REPORT FOR THE PERIOD
April 1, 2005 THROUGH April 30, 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
April 1, 2005 THROUGH April 30, 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: 06/02/05	DEBTOR-IN-POSSESSION



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

Signature:	/s/ Frederic F. Brace




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


Phone:

I.	Table of Contents

II.	UAL Corporation, et al. Unaudited Financial Statements

	A.	Condensed Consolidating Statement of Operations (Discloses only filing entities)
	B.	Statements of Consolidated Financial Position (Form 10Q to be filed by August 15, 2005)
	C.	Statements of Consolidated Cash Flows (Form 10Q to be filed by August 15, 2005)

III.	Summary of Cash Receipts and Cash Disbursements

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

IV.	Additional Schedules

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

V.	Tax Questionnaire

UAL Corporation, et al.- Filing Entities


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

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE MONTH ENDED April 30, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,568,716

Total operating expenses		1,615,347

Earnings (loss) from operations		(46,631)



Non-operating income (expenses):
Net interest expense		(35,322)
Other income (expenses), net:		(14,303)
Total non-operating income (expenses):		(49,625)



Net Earnings (loss) before Reorganization items		(96,256)


Reorganization items		(27,748)

Net earnings (loss)		(124,004)






^{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 April 30, 2005					(Amounts in US dollar $)

BEGINNING BALANCE (ending balance March 31, 2005)
Operating Accounts - DOM						$36,176,883
Operating Accounts - INT						$40,296,870
London Overnight Investment Balance						$4,382,016
Liquidity Pool						$1,353,976,309
Restricted Cash ³						$864,976,516
Subsidiaries:
a. Mileage Plus, Inc.						$450,418
b. Premier Meeting and Travel Services, Inc.						$756,426
c. MyPoints.com, Inc.						$9,340,665
d. Domicile Management Services, Inc.						$128,851
e. UAL Loyalty Services, Inc.						$1,981,757
f. United Aviation Fuel Corporation						$1,710,843
TOTAL BEGINNING BALANCE						$2,314,177,555

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)				$1,590,607,906
2. Other receipts				$34,169,701

TOTAL RECEIPTS	(A)			$1,624,777,607


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁴
a. Officers				$1,341,128
b. Non-Officer				$163,876,457

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings				$74,630,301
b. State income tax w/held				$8,043,654
c. State sales or use tax				$135,000
d. Other ⁵				$140,129,463

3. Necessary Operational Disbursements ⁶
a. Operating Disbursements (net of Intercompany disbursements)				$1,136,037,362
b. Transferred to escrows / restricted cash				-

TOTAL DISBURSEMENTS		(B)		$1,524,193,365


NET RECEIPTS (Line (A) less Line (B)							$100,584,242

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)							$2,414,761,798

Bank One Overnight Investment Account (month over month change) ⁷							$1,144,289

TOTAL ENDING BALANCE ⁸							$2,415,906,086

Check

ENDING BALANCE (as of April 30, 2005)
Operating Accounts - DOM			$47,519,749
Operating Accounts - INT			$42,091,663
London Overnight Investment			$2,313,762
Liquidity Pool			$1,444,344,745
Restricted Cash ³			$866,067,055
Subsidiaries:
Mileage Plus, Inc.			$791,967
Premier Meeting and Travel Services, Inc.			$1,022,497
MyPoints.com, Inc.			$8,724,917
Confetti d/b/a Ameniti Travel Clubs, Inc.			$314,515
Domicile Management Services, Inc.			$269,611
UAL Loyalty Services, Inc.			$1,831,963
United Aviation Fuel Corporation			$613,643

TOTAL ENDING BALANCE			$2,415,906,086

^{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 April (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

1,633,058,988

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,758,126

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

107,603,137

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,744,420,250

( A )

Debtor-In-Possession Financing

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

34,169,701

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

1,778,589,951

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

153,812,344

( D )

NET RECEIPTS

$1,624,777,607

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,590,607,906

(A-D )

Other receipts

34,169,701

( B )

$1,624,777,607

^{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 $105,431,970}

^{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					1,464,540,507

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

International Operational Receipts		BEG BALANCE (LESS) ENDING BALANCE					$107,226,763
		PLUS NET REPATRIATION
Total Operational Receipts		TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY					1,571,767,269

Debtor-In-Possession Financing							-

Other Non-Operational Receipts ²			SEE FOOTNOTE BELOW			$34,099,851

Less, Non-filing entities		NONE FOR THIS PERIOD					-





		GROSS RECEIPTS					1,605,867,120

		UAL					-
		UAL Loyalty Services, Inc.					-
		UAL Company Services, Inc.					-
		Confetti d/b/a Ameniti Travel Clubs, Inc.					-
		MyPoints.com, Inc.					39,541
		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.					72,803
		United Aviation Fuels Corporation					138,100,000
		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					138,212,344



		NET RECEIPTS					$1,467,654,776



^{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.}

ENTITY: PREMIER MEETING AND TRAVEL SERVICES, INC.

BANK

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

979,071

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

979,071

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

1,225

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

980,296

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

980,296

BANK STATEMENT RECONCILIATION:

Beginning Balance

$756,426

Receipts

980,296

Disbursements

(714,225)

Reconciled Ending Balance

$1,022,497

Reported Ending Balance

$1,022,497

Difference

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

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

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

2,158,126

Total Non-Bank One Receipts

2,158,126

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,158,126

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

53,948

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

2,212,074

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

2,212,074

BANK STATEMENT RECONCILIATION:

Beginning Balance

$9,340,665

Receipts

2,212,074

Disbursements

(2,827,823)

Reconciled Ending Balance

$8,724,917

Reported Ending Balance

$8,724,917

Difference

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

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

BANK

ENTITY:

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

ACCTS:

Bank One 000000001061639

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

350,976

Domestic Operational Receipts

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

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

350,976

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)

350,976

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

100,000

NET RECEIPTS

250,976

BANK STATEMENT RECONCILIATION:

Beginning Balance

$73,165

Receipts

350,976

Disbursements

(109,627)

Reconciled Ending Balance

$314,515

Reported Ending Balance

$314,515

Difference

BANK

ENTITY: MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

SHORE BANK

$1,600,000

Total Non-Bank One Receipts

1,600,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,600,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

17,861

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

1,617,861

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

1,600,000

NET RECEIPTS

17,861

BANK STATEMENT RECONCILIATION:

Beginning Balance

$450,418

Receipts

1,617,861

Disbursements

(1,276,313)

Reconciled Ending Balance

$791,967

Reported Ending Balance

$791,967

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

161,739,268

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

161,739,268

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)

161,739,268

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

13,900,000

(Provide detail above)

NET RECEIPTS

147,839,268

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,710,843

Receipts

161,739,268

Disbursements

(162,836,468)

Reconciled Ending Balance

$613,643

Reported Ending Balance

$613,643

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

$5,449,165

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

5,449,165

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)

5,449,165

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,908,592

Receipts

5,449,165

Disbursements

(5,525,794)

Reconciled Ending Balance

$1,831,963

Reported Ending Balance

$1,831,963

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

106.81

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

04/30/2005

376,374

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

376,374

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(3,184)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

373,190

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

373,190

BANK STATEMENT RECONCILIATION:

Beginning Balance

$128,851

Receipts

373,190

Disbursements

(232,430)

Reconciled Ending Balance

$269,611

Reported Ending Balance

$269,611

Difference

BANK

ENTITY:

DISBURSEMENT SUMMARY¹

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,341,128

( A )

xxx

PAYROLL NON-OFFICER

163,876,457

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

467,634,454

CATERING

24,462,913

RECURRING RENT

31,635,743

GENERAL PAYABLES

637,163,545

INSURANCE

42,486,659

LANDING FEES

20,163,182

xxx

OTHER

66,203,210

SUBTOTAL EXCLUDING PAYROLL

1,289,749,706

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,454,967,291

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES³

153,712,344

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

74,630,301

b. State income tax w/held

8,043,654

c. State sales or use tax

135,000

d. Other ⁴

140,129,463

TOTAL TAXES

222,938,418

( E )

NET MONTHLY DISBURSEMENTS

$ 1,524,193,365

Forward to MOR Summary:

Officers Payroll

1,341,128

( A )

Non-Officer Payroll

163,876,457

( B )

Taxes

222,938,418

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,136,037,362

(C-D)

$ 1,524,193,365

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

^{2
Fuel
Summary:}

UAFC Fuel Disbursements

162,836,469

United Fuel Disbursements

304,797,985

Total Fuel Disbursements

467,634,454

Less: Intercompany Transfers

(152,000,000)

Fuel Disbursements

$ 315,634,454

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

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

BANK

ENTITY:

UAL CORPORATION ¹

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES¹

71,731

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

71,731

GROSS DISBURSEMENTS (tie to bank statement)

71,731

(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

71,731

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

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

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

				BANK
ENTITY:	UNITED AIRLINES, INC. ¹			ACCTS:	See Schedule F for list of bank accounts



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

xxx	PAYROLL OFFICER						1,341,128
xxx	PAYROLL NON-OFFICER						162,493,117

04	AVIATION FUEL		(Includes intercompany transfer to UAFC, see below)				304,797,985
06	CATERING						24,462,913
03	RECURRING RENT						31,635,743
01	GENERAL PAYABLES						627,671,134
17	INSURANCE						42,486,659
18	LANDING FEES						20,163,182
xxx	OTHER ²						66,203,210

	SUBTOTAL EXCLUDING PAYROLL						1,117,420,826



		GROSS DISBURSEMENTS (tie to bank statement)					1,281,255,071

		(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
		MyPoints.com, Inc.					-
		Premier Meeting and Travel Services, Inc.					-
		Mileage Plus, Inc.					1,600,000
		United Aviation Fuels Corporation					13,900,000
		UAL Loyalty Services, Inc.					-
		Domicile Management Services, Inc.					-
		TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³					15,500,000

		TAXES:
		a. Federal Income Tax and FICA withholdings					74,392,158
		b. State income tax w/held					8,016,105
		c. State sales or use tax					133,489
		d. Other (specify) ⁴					140,125,263
		TOTAL TAXES					222,667,015




		NET MONTHLY DISBURSEMENTS				$ 1,488,422,086

^{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

5,525,794

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

5,525,794

GROSS DISBURSEMENTS (tie to bank statement)

5,525,794

(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

$ 5,525,794

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

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



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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / 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

714,140

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

2,113,683

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

2,113,683

GROSS DISBURSEMENTS (tie to bank statement)

2,827,823

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES²

39,541

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

$ 2,788,282

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

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

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / 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

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:

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


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						109,627
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						109,627



			GROSS DISBURSEMENTS (tie to bank statement)				109,627


			(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				109,627


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

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


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / 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 April 30, 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

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

713,306

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

713,306

GROSS DISBURSEMENTS (tie to bank statement)

713,306

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹

72,803

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

919

d. Other ²

TOTAL TAXES

919

NET MONTHLY DISBURSEMENTS

$ 641,422

^{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					162,836,469
06	CATERING					-
03	RECURRING RENT					-
01	GENERAL PAYABLES					-
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					162,836,469



			GROSS DISBURSEMENTS (tie to bank statement)			162,836,469


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹			138,100,000

			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			$ 24,736,469

^{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					389,211
17	INSURANCE					-
18	LANDING FEES					-
xxx	OTHER					-

	SUBTOTAL EXCLUDING PAYROLL					389,211



			GROSS DISBURSEMENTS (tie to bank statement)			389,211


			(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			389,211



^{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

660,734

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

345,358

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

345,358

GROSS DISBURSEMENTS (tie to bank statement)

1,006,092

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES¹

TAXES:

a. Federal Income Tax and FICA withholdings

238,143

b. State income tax w/held

27,549

c. State sales or use tax

329

d. Other ²

4,200

TOTAL TAXES

270,221

NET MONTHLY DISBURSEMENTS

$ 1,276,313

^{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.}

				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 April 30, 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 April 30, 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 April 30, 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.}

					BANK
ENTITY:		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						8,466

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						223,701
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						223,701



			GROSS DISBURSEMENTS (tie to bank statement)				232,167


			(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				263
			d. Other ²
			TOTAL TAXES				263


			NET MONTHLY DISBURSEMENTS				$ 232,430


^{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 April 30, 2005

/s/ Kathryn Mikells
Signature

Kathryn Mikells
Vice President & Treasurer
Print Name and Title

05/25/05
Date

Insider Payments

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

/s/ David M. Wing
Signature

David M. Wing
Vice President & Controller
Print Name and Title

05/24/05
Date

SCHEDULE C - Description of Tax Trusts

Escrow Accounts
The Debtors have created an escrow account to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. These trust funds are described below.
Escrow Fund
This escrow fund was established with LaSalle Bank on November 29, 2002 and funded on December 5, 2002 with an initial funding of $200 million to account for the estimated tax liability of UAL Corporation, UAL Loyalty Services, Inc., Confetti, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, Inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc.,Air Wisconsin Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuel Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation, and United Vacations, Inc. No subsequent funding or payments are made from the escrow account.
The components of the Escrow fund:
w Federal payroll withholding taxes, FICA (employee portion), and Medicare;
w Federal air transportation excise taxes;
w Federal security charges;
w Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");
w Federal Immigration and Naturalization Service (INS) fees;
w Federal customs fees;
w State and local income tax withholding;
w Disability taxes;
w Passenger facility charges ("PFC");
w State sales and use taxes;
w Federal and state fuel taxes

SCHEDULE D - Payments to Secured Creditors and Lessors


Name of Creditor or Lessor	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	4/1/05	110,000
US BANK		AIRCRAFT	4/1/05	41,727,006
WILMINGTON TRUST COMPANY		AIRCRAFT	4/1/05	536,556
SOCIETE GENERALE PARIS		AIRCRAFT	4/1/05	328,750
US BANK		AIRCRAFT	4/4/05	165,000
RBS AEROSPACE LIMITED		AIRCRAFT	4/6/05	126,083
US BANK		AIRCRAFT	4/6/05	200,000
IAE		AIRCRAFT	4/8/05	1,620,000
RBS AEROSPACE LIMITED		AIRCRAFT	4/8/05	127,028
WILMINGTON TRUST COMPANY		AIRCRAFT	4/8/05	700,000
AIE VI		AIRCRAFT	4/11/05	3,630,000
US BANK		AIRCRAFT	4/11/05	1,133,083
WILMINGTON TRUST COMPANY		AIRCRAFT	4/11/05	800,000
US BANK		AIRCRAFT	4/12/05	392,250
US BANK		AIRCRAFT	4/13/05	907,000
WELLS FARGO BANK NORTHWEST, N.A.		AIRCRAFT	4/15/05	4,000,000
CALYON		AIRCRAFT	4/15/05	2,893,479
BNP PARIBAS, TOKYO BRANCH		AIRCRAFT	4/18/05	504,833
US BANK		AIRCRAFT	4/18/05	1,048,500
WILMINGTON TRUST COMPANY		AIRCRAFT	4/18/05	85,000
WELLS FARGO BANK NORTHWEST, N.A.		AIRCRAFT	4/19/05	2,048,804
WILMINGTON TRUST COMPANY		AIRCRAFT	4/19/05	409,807
US BANK		AIRCRAFT	4/21/05	160,000
US BANK		AIRCRAFT	4/25/05	6,335,000
WILMINGTON TRUST COMPANY		AIRCRAFT	4/25/05	170,000
CALYON, PARIS		AIRCRAFT	4/26/05	1,218,803
WILMINGTON TRUST COMPANY		AIRCRAFT	4/27/05	160,000
CORPORATE TRUST SERVICES		AIRCRAFT	4/28/05	4,722,631
WELLS FARGO BANK NORTHWEST, N.A.		AIRCRAFT	4/28/05	1,033,981
WESTDEUTSCHE LANDESBANK GIROZCENTRALE		AIRCRAFT	4/28/05	1,453,234
Cumberland Lease Corp		AIRCRAFT	4/29/05	95,000
Mizuho Corporate Bank		AIRCRAFT	4/29/05	650,000
PHILIP MORRIS CAPITAL CORPORATION		AIRCRAFT	4/29/05	2,340,000
US BANK		AIRCRAFT	4/29/05	15,614,741
WELLS FARGO BANK NORTHWEST, N.A.		AIRCRAFT	4/29/05	6,185,794
WESTDEUTSCHE LANDESBANK GIROZCENT