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: July 28, 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 July 28, 2005, UAL Corporation filed its monthly operating report for the period June 1, 2005 through June 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 June 1, 2005 through June 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.
 
 
 
 

 
 
 

Dated:  July 28, 2005

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
June 1, 2005 THROUGH June 30, 2005
The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to amend their MOR as necessary.

 
 

IN RE:		CHAPTER 11
UAL CORPORATION ET AL.		CASE NUMBERS : 02-48191 through 02-48218
DEBTORS		Jointly Administered
		Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
June 1, 2005 THROUGH June 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: July 28, 2005	DEBTOR-IN-POSSESSION
Print Name/Title:	Frederic F. Brace
	Executive Vice President and
	Chief Financial Officer
Signature:	/s/ Frederic F. Brace
Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007
Phone:

 
 
 

I.	Table of Contents
II.	UAL Corporation, et al. Unaudited Financial Statements
	A.	Condensed Consolidating Statement of Operations (Discloses only filing entities)
	B.	Statements of Consolidated Financial Position (Form 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 June 30, 2005
($ amounts in 000's)
		UAL 1
		CONSOLIDATING
Total operating revenues		1,722,288
Total operating expenses		1,589,762
Earnings (loss) from operations		132,526
Non-operating income (expenses):
Net interest expense		(43,999)
Other income (expenses), net:		35,563
Total non-operating income (expenses):		(8,436)
Net Earnings (loss) before Reorganization items		124,090
Reorganization Expenses		(1,321,797)
Net earnings (loss)		(1,197,707)
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 June 30, 2005			(Amounts in US dollar $)
BEGINNING BALANCE (ending balance May 31, 2005)
Operating Accounts - DOM			$36,466,477
Operating Accounts - INT			$49,105,383
London Overnight Investment Balance			$4,703,598
Liquidity Pool			$1,498,458,144
Restricted Cash 3			$957,045,311
Subsidiaries:
a. Mileage Plus, Inc.			$283,870
b. Premier Meeting and Travel Services, Inc.			$716,169
c. MyPoints.com, Inc.			$10,046,435
d. Confetti d/b/a Ameniti Travel Clubs, Inc.			$689,071
e. Domicile Management Services, Inc.			$304,718
f. UAL Loyalty Services, Inc.			$820,327
g. United Aviation Fuel Corporation			$231,375
TOTAL BEGINNING BALANCE			$2,558,870,877
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,587,191,783
2. Other receipts 4		$69,757,443
TOTAL RECEIPTS	(A)	$1,656,949,226
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 5
a. Officers		$747,083
b. Non-Officer		$157,737,857
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$59,119,413
b. State income tax w/held		$7,409,939
c. State sales or use tax		$247,487
d. Other 6		$112,571,034
3. Necessary Operational Disbursements 7
a. Operating Disbursements (net of Intercompany disbursements)		$1,263,811,484
b. Transferred to escrows / restricted cash		4,200,000
TOTAL DISBURSEMENTS	(B)	$1,605,844,296
NET RECEIPTS (Line (A) less Line (B))			$51,104,930
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)			$2,609,975,807
Bank One Overnight Investment Account (month over month change) 8			($3,769,826)
TOTAL ENDING BALANCE 9			$2,606,205,981
Check
ENDING BALANCE (as of June 30, 2005)
Operating Accounts - DOM		$30,503,888
Operating Accounts - INT		$53,586,622
London Overnight Investment		$1,290,960
Liquidity Pool		$1,559,934,291
Restricted Cash 3		$946,420,785
Subsidiaries:
Mileage Plus, Inc.		$985,672
Premier Meeting and Travel Services, Inc.		$1,140,745
MyPoints.com, Inc.		$10,278,017
Confetti d/b/a Ameniti Travel Clubs, Inc.		$896,645
Domicile Management Services, Inc.		$141,666
UAL Loyalty Services, Inc.		$670,155
United Aviation Fuel Corporation		$356,535
TOTAL ENDING BALANCE		$2,606,205,981
1 See Page 4 for a list of the 28 filing entities.
2 Pro forma basis, not prepared according to Generally Accepted Accounting Principles, and excludes certain elimination entries and non-cash adjustments.
3 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any non-filing entities. See Schedule C of this report for a description of the Tax Trust Escrow.
4 Includes activity related to restricted cash
5 Includes information for domestic entities only.
6 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.
7 Includes certain aircraft financing payments for the month of May (2005). These payments are highlighted in Schedule D of this report.
8 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.
9 Ending cash balance does not include $200 million held in a Tax Trust Escrow. See Schedule C of this report for a description of the Tax Trust Escrow.

 
 
 

BANK

ENTITY:

RECEIPT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,625,461,136

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

5,012,042

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

100,392,942

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,730,866,120

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

69,757,443

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,800,623,562

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES4

143,674,336

( D )

NET RECEIPTS

$1,656,949,226

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,587,191,783

(A-D )

Other receipts

69,757,443

( B )

$1,656,949,226

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 $95,911,702.

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									1,455,338,093
Domestic Operational Receipts					NON BANK ONE / JP MORGAN CHASE ACTIVITY									-
														-
														-
														-
Total Non-Bank One Receipts														-
International Operational Receipts						BEG BALANCE (LESS) ENDING BALANCE								$100,392,942
					PLUS NET REPATRIATION
Total Operational Receipts					TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY									1,555,731,035
Debtor-In-Possession Financing														-
Other Non-Operational Receipts 2									SEE FOOTNOTE BELOW					$69,679,390
Less, Non-filing entities									NONE FOR THIS PERIOD					-
							GROSS RECEIPTS							1,625,410,425
							UAL							-
							UAL Loyalty Services, Inc.							-
							UAL Company Services, Inc.							-
							Confetti d/b/a Ameniti Travel Clubs, Inc.							-
							MyPoints.com, Inc.							43,171
							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.							83,499
							United Aviation Fuels Corporation							9,200,000
							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								9,326,670
							NET RECEIPTS							$1,616,083,755
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

1,039,894

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

1,039,894

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

1,481

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,041,375

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES1

4,921

NET RECEIPTS

1,036,454

BANK STATEMENT RECONCILIATION:

Beginning Balance

$716,169

Receipts

1,041,375

Disbursements

(616,799)

Reconciled Ending Balance

$1,140,745

Reported Ending Balance

$1,140,745

Difference

$0

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)

2,912,042

-

-

-

Total Non-Bank One Receipts

2,912,042

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,912,042

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

58,671

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,970,712

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES2

-

NET RECEIPTS

2,970,712

BANK STATEMENT RECONCILIATION:

Beginning Balance

$10,046,435

Receipts

2,970,712

Disbursements

(2,739,131)

Reconciled Ending Balance

$10,278,017

Reported Ending Balance

$10,278,017

Difference

$0

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

$1,283,686

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

1,283,686

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)

1,283,686

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES 1

842,745

NET RECEIPTS

440,941

BANK STATEMENT RECONCILIATION:

Beginning Balance

$689,071

Receipts

1,283,686

Disbursements

(1,076,111)

Reconciled Ending Balance

$896,645

Reported Ending Balance

$896,645

Difference

$0

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.

 
 
 

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

$2,100,000

-

-

-

Total Non-Bank One Receipts

2,100,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,100,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

26,896

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,126,896

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES1

-

NET RECEIPTS

2,126,896

BANK STATEMENT RECONCILIATION:

Beginning Balance

$283,870

Receipts

2,126,896

Disbursements

(1,425,095)

Reconciled Ending Balance

$985,672

Reported Ending Balance

$985,672

Difference

$0

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.

 
 
 

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

164,327,819

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

164,327,819

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)

164,327,819

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES1

133,500,000

(Provide detail above)

NET RECEIPTS

30,827,819

BANK STATEMENT RECONCILIATION:

Beginning Balance

$231,375

Receipts

164,327,819

Disbursements

(164,202,659)

Reconciled Ending Balance

$356,535

Reported Ending Balance

$356,535

Difference

$0

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.

 
 
 

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

$3,471,644

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

3,471,644

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

-

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

3,471,644

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES1

$0

NET RECEIPTS

3,471,644

BANK STATEMENT RECONCILIATION:

Beginning Balance

$820,327

Receipts

3,471,644

Disbursements

(3,621,816)

Reconciled Ending Balance

$670,155

Reported Ending Balance

$670,155

Difference

$0

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.

 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

108.06

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

6/30/05

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

-

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(8,996)

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

(8,996)

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES1

-

NET RECEIPTS

(8,996)

BANK STATEMENT RECONCILIATION:

Beginning Balance

$304,718

Receipts

(8,996)

Disbursements

(154,056)

Reconciled Ending Balance

$141,666

Reported Ending Balance

$141,666

Difference

$0

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.

 
 

BANK

ENTITY:

DISBURSEMENT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

747,083

( A )

xxx

PAYROLL NON-OFFICER

157,737,857

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

467,155,338

06

CATERING

27,602,345

03

RECURRING RENT

68,443,858

01

GENERAL PAYABLES

719,091,049

17

INSURANCE

56,271,580

18

LANDING FEES

17,075,821

xxx

OTHER

51,845,829

SUBTOTAL EXCLUDING PAYROLL

1,407,485,820

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,565,970,760

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES3

143,674,336

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

59,119,413

b. State income tax w/held

7,409,939

c. State sales or use tax

247,487

d. Other 4

112,571,034

TOTAL TAXES

179,347,873

( E )

NET MONTHLY DISBURSEMENTS

$ 1,601,644,296

Forward to MOR Summary:

Officers Payroll

747,083

( A )

Non-Officer Payroll

157,737,857

( B )

Taxes

179,347,873

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,263,811,484

(C-D)

Sub Total

$ 1,601,644,296

Transferred to escrows / restricted cash

4,200,000

Total Amount to Transfer to MOR Summary

1,605,844,296

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

2 Fuel Summary:

UAFC Fuel Disbursements

164,202,659

United Fuel Disbursements

302,952,679

Total Fuel Disbursements

467,155,338

Less: Intercompany Transfers

(142,700,000)

Fuel Disbursements

$ 324,455,338

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

11,554

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

11,554

GROSS DISBURSEMENTS (tie to bank statement)

11,554

(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

11,554

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													747,083
xxx	PAYROLL NON-OFFICER													156,156,373
04	AVIATION FUEL							(Includes intercompany transfer to UAFC, see below)							302,952,679
06	CATERING														27,602,345
03	RECURRING RENT														68,443,858
01	GENERAL PAYABLES														711,058,337
17	INSURANCE														56,223,608
18	LANDING FEES														17,075,821
xxx	OTHER 2														51,845,829
	SUBTOTAL EXCLUDING PAYROLL													1,235,202,477
				GROSS DISBURSEMENTS (tie to bank statement)										1,392,105,933
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.										-
				Premier Meeting and Travel Services, Inc.										4,921
				Confetti										842,745
				Mileage Plus, Inc.										-
				United Aviation Fuels Corporation										133,500,000
				UAL Loyalty Services, Inc.										-
				Domicile Management Services, Inc.										-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES3										134,347,666
				TAXES:
					a. Federal Income Tax and FICA withholdings									58,923,678
					b. State income tax w/held									7,390,963
					c. State sales or use tax									247,111
					d. Other (specify) 4									112,615,947
				TOTAL TAXES										179,177,699
				NET MONTHLY DISBURSEMENTS										$ 1,436,935,966
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												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												3,621,816
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												3,621,816
				GROSS DISBURSEMENTS (tie to bank statement)									3,621,816
				(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									$ 3,621,816
1 Includes disbursement activity for 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.
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:		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.
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.

 
 
 

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

616,751

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

2,122,380

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

2,122,380

GROSS DISBURSEMENTS (tie to bank statement)

2,739,131

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES2

43,171

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

$ 2,695,960

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.

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

-

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:

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

-

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:		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														98,257
04	AVIATION FUEL														-
06	CATERING														-
03	RECURRING RENT														-
01	GENERAL PAYABLES														977,855
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														977,855
				GROSS DISBURSEMENTS (tie to bank statement)											1,076,111
				(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											1,076,111
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 June 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											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											616,799
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											616,799
				GROSS DISBURSEMENTS (tie to bank statement)								616,799
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES1								83,499
				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								$ 533,300
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											164,202,659
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											164,202,659
				GROSS DISBURSEMENTS (tie to bank statement)								164,202,659
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES1								9,200,000
				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								$ 155,002,659
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												187,779
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												187,779
				GROSS DISBURSEMENTS (tie to bank statement)									187,779
				(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									187,779
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												838,816
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												291,342
17	INSURANCE												47,972
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												339,314
				GROSS DISBURSEMENTS (tie to bank statement)									1,178,130
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES1									-
				TAXES:
					a. Federal Income Tax and FICA withholdings								195,735
					b. State income tax w/held								18,976
					c. State sales or use tax								24
					d. Other 2								32,230
				TOTAL TAXES									246,965
				NET MONTHLY DISBURSEMENTS									$ 1,425,095
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 June 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 June 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 June 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.

 
 
 

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													27,661
04	AVIATION FUEL													-
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													203,186
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													203,186
				GROSS DISBURSEMENTS (tie to bank statement)										230,847
				(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									352
					d. Other 2									(77,143)
				TOTAL TAXES										(76,791)
				NET MONTHLY DISBURSEMENTS										$ 154,056
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 June 30, 2005

/s/ Kathryn Mikells

Signature

Kathryn Mikells VP & Treasurer

Print Name and Title

7/26/2005

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 M. Wing

Signature