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: 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.

	UAL CORPORATION


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

Dated: July 28, 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
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

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

69,757,443

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

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

^{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

^{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 / ENTITIES¹

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

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

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

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

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

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

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

747,083

( A )

xxx

PAYROLL NON-OFFICER

157,737,857

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

467,155,338

CATERING

27,602,345

RECURRING RENT

68,443,858

GENERAL PAYABLES

719,091,049

INSURANCE

56,271,580

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

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES¹

11,554

INSURANCE

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

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

3,621,816

INSURANCE

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.}

					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

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

2,122,380

INSURANCE

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.}

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.}

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

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

David M. Wing VP & Controller

Print Name and Title

7/26/05

Date

SCHEDULE C - Description of Tax Trusts

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

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

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

SCHEDULE D - - Payments to Secured Creditors and Lessors



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


CORPORATE TRUST SERVICES	AIRCRAFT	6/1/05	110,000
US BANK	AIRCRAFT	6/1/05	1,176,639
WILMINGTON TRUST COMPANY	AIRCRAFT	6/1/05	849,444
SOCIETE GENERALE PARIS	AIRCRAFT	6/1/05	328,750
BAYERISCHE LAANDESBANK	AIRCRAFT	6/1/05	1,125,000
US BANK	AIRCRAFT	6/2/05	85,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/2/05	5,341,077
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	6/2/05	548,821
US BANK	AIRCRAFT	6/3/05	80,000
RBS AEROSPACE LIMITED	AIRCRAFT	6/6/05	126,083
US BANK	AIRCRAFT	6/6/05	11,600,000
IAE	AIRCRAFT	6/8/05	1,620,000
RBS AEROSPACE LIMITED	AIRCRAFT	6/8/05	127,028
WILMINGTON TRUST COMPANY	AIRCRAFT	6/8/05	700,000
AIE VI	AIRCRAFT	6/9/05	3,630,000
US BANK	AIRCRAFT	6/10/05	85,000
WILMINGTON TRUST COMPANY	AIRCRAFT	6/10/05	400,000
US BANK	AIRCRAFT	6/13/05	725,889
WILMINGTON TRUST COMPANY	AIRCRAFT	6/13/05	400,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/15/05	4,000,000
US BANK	AIRCRAFT	6/16/05	400,000
US BANK	AIRCRAFT	6/17/05	400,000
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	6/20/05	130,000
US BANK	AIRCRAFT	6/20/05	270,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/20/05	2,048,804
WILMINGTON TRUST COMPANY	AIRCRAFT	6/20/05	409,807
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	6/20/05	5,447,725
Helaba Dublin Landesbank Hessen-Thuringen International	AIRCRAFT	6/20/05	4,304,769
Helaba Dublin Landesbank	AIRCRAFT	6/20/05	1,447,181
US BANK	AIRCRAFT	6/21/05	810,667
US BANK	AIRCRAFT	6/23/05	425,000
WILMINGTON TRUST COMPANY	AIRCRAFT	6/23/05	170,000
WILMINGTON TRUST COMPANY	AIRCRAFT	6/27/05	80,000
WILMINGTON TRUST COMPANY	AIRCRAFT	6/27/05	80,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/28/05	325,000
US BANK	AIRCRAFT	6/29/05	244,444
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/29/05	5,710,669
WILMINGTON TRUST COMPANY	AIRCRAFT	6/29/05	85,000
Cumberland Lease Corp	AIRCRAFT	6/30/05	95,000
Mizuho Corporate Bank	AIRCRAFT	6/30/05	650,000
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	6/30/05	2,340,000
US BANK	AIRCRAFT	6/30/05	15,314,074
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	6/30/05	9,983,920
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	6/30/05	2,323,354
WILMINGTON TRUST COMPANY	AIRCRAFT	6/30/05	430,000
CIT GROUP	AIRCRAFT	6/30/05	135,000
SOCIETE GENERALE PARIS	AIRCRAFT	6/30/05	2,111,561
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	6/30/05	3,025,326
EXPORT DEVELOPMENT CORPORATION	AIRCRAFT	6/30/05	657,223
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	6/30/05	960,000
SMBC	AIRCRAFT	6/30/05	1,750,000
BNP PARIBAS PARIS	AIRCRAFT	6/30/05	3,192,788
Soc Gen - S.A. Calif	AIRCRAFT	6/30/05	18,335
UTI Finance	AIRCRAFT ENGINE	6/30/05	191,703

Total			99,026,081

SCHEDULE E - Professional Payments ¹

	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID

	Babcock & Brown	$ 333,397	$ 333,397
	Bain & Company (OCP)	1,817,181	1,817,181
	Cognizant Associates Inc.	27,562	27,562
	GCW Consulting	166,650	166,650
	Huron Consulting Group	418,941	418,941
	Kirkland & Ellis	2,862,139	2,862,139
	KPMG LLP	154,696	154,696
	Marr Hipp Jones & Wang	1,749	1,749
	MBT & LeBoeuf	234	234
	Mesirow Financial Consulting	754,142	754,142
	Novare Inc.	2,411	2,411
	Paul Hastings Janofsky & Walker LLP	202	202
	Piper Rudnick	124,672	124,672
	Rothschild Inc.	194,808	194,808
	Saybrook Restructuring Advisors LLC	193,013	193,013
	Vedder Price Kaufman & Kammholz	220,683	220,683
	Wilmer, Cutler and Pickering	179,799	179,799
	Official Committee of Unsecured Creditors (OCUC)	6,988	6,988

	Total	$ 7,459,267	$ 7,459,267



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

SCHEDULE F - Accounts Receivable and Accounts Payable Schedule

STATEMENT OF AGED RECEIVABLES

Tie -out

Consol.

Filed

Non-Filed

A/R

Entities

Beginning of month balance¹

$1,083,152,102

$1,130,976,094

$1,119,347,479

$11,628,615

Add: sales on account

$1,718,535,796

Less: collections

($1,681,330,099)

Less: Write-offs and Clearing

($1,010,320)

End of month balance

$1,119,347,479

0 - 30 Days²

31 - 60 Days²

61 - 90 Days²

Over 90 Days ²

End of Month Total

$983,356,933

$44,158,450

$31,929,173

$59,902,923

$1,119,347,479

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

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

STATEMENT OF ACCOUNTS PAYABLE

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Beginning of month balance ¹

$397,255,000

$377,736,000

$375,055,000

$2,681,000

Add: credit extended

$1,475,098,892

Less: payments on account

($1,497,298,892)

End of month balance

$375,055,000

0 - 30 Days ³

31 - 60 Days ²

61 - 90 Days ²

Over 90 Days ²

End of Month Total

$374,046,885

$690,525

$317,590

$375,055,000

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

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

^{3
Includes liabilities subject to compromise}

SCHEDULE G - - Bank Accounts and Financial Institution Relationships


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

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

DOMESTIC BANK ACCOUNTS


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

SCHEDULE G - - Bank Accts and Financial Institution Relationships


EUROPEAN BANK ACCOUNTS


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

ASIA-PACIFIC BANK ACCOUNTS


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


LATIN AMERICA BANK ACCOUNTS


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

OFFLINE BANK ACCOUNTS


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

SUBSIDIARY BANK ACCOUNTS


Financial Institution	Country	Bank Acct #

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

TAX QUESTIONNAIRE

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

( ) Check here if no employees.

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





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

TAX NOT PAID	AMOUNT NOT PAID	DATE OF LAST PAYMENT









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

Worldwide Communications:

Exhibit 99.2

United
News Release

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

UAL CORPORATION REPORTS SECOND-QUARTER 2005 RESULTS

Second-Quarter Operating Earnings of $48 Million, a
$41 Million Improvement Despite $262 Million Higher Fuel Expense

Mainline Passenger Unit Revenue up 5 percent

Mainline Unit Costs Up 6 percent, Driven by Higher Fuel Costs;
Excluding Fuel, Mainline Unit Costs Down 3 percent on 3 percent Lower Capacity

Predominantly Non-Cash Reorganization Items of $1.4 Billion
Result in Net Quarterly Loss of $1.4 Billion

Excluding Special and Reorganization Items, Net Loss is $26 Million

CHICAGO, July 28, 2005 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today reported its second-quarter 2005 financial results.

UAL reported second-quarter operating earnings of $48 million. Excluding an impairment charge of $18 million for regional aircraft, operating earnings were $66 million, $59 million better than the $7 million reported in the same quarter last year, despite fuel expenses $262 million higher in 2005 than in 2004. UAL reported a net loss of $1.43 billion, or a loss per basic share of $12.33, which includes $1.39 billion in reorganization items. Reorganization items include a number of large non-cash items: curtailment and settlement losses of $602 million related to the Pension Benefit Guaranty Corporation's (PBGC) takeover of the company's defined benefit pension plans for ground employees, management and public contact employees, and flight attendants, $212 million in charges related to the rejection of aircraft and $509 million in contract rejection charges. These reorganization items are expected to be resolved in the bankruptcy process and settled for a minor fraction of the amount of the charges. It is common for the results of operations of companies progressing through Chapter 11 to be impacted by non-cash charges related to their reorganization, especially as restructuring work nears completion. Excluding the special and reorganization items, UAL's net loss for the second quarter totaled $26 million.

"We now have the foundation in place that enables us to continue to build a much more competitive enterprise," said Glenn Tilton, United's chairman, CEO and president. "We have reduced United's costs, we are posting industry-competitive revenue performance and our employees are delivering excellent operational performance. Although the harsh economic environment, including very high fuel costs, presents difficult challenges for the industry, United's restructuring has earned us the opportunity to compete for a place among the leading network carriers."

United's Restructuring Builds Momentum towards Exit

In the second quarter of 2005, United achieved significant milestones in its restructuring activities. As part of the recent restructuring efforts, United:

Achieved consensual labor agreements with the Aircraft Mechanics Fraternal Association (AMFA) and the International Association of Machinists and Aerospace Workers (IAM);
Reached agreement with the Pension Benefit Guaranty Corporation (PBGC) on the necessity of taking over the company's defined benefit pension plans and put in place replacement retirement plans for all labor groups, except the Association of Flight Attendants (AFA);
Amended the DIP agreement to increase the size of the DIP facility from $1 billion to $1.3 billion, extended loan maturity to December 30, 2005, and lowered the interest rate by 25 basis points;
Proposed a schedule with the Bankruptcy Court to file the Plan of Reorganization and exit in the fall.

"Our restructuring is progressing well as we continue to put in place the important elements to increasing competitiveness. The amended DIP facility was substantially over-subscribed, despite an increase in size and a reduction in the interest rate. This clearly reflects the financial community's recognition of the progress we have made," said Jake Brace, United's executive vice president and chief financial officer.

Revenue results

Results for the second quarter of 2005 reflect a 3 percent reduction in system capacity compared with the same period last year. During the quarter, mainline passenger unit revenue increased 5 percent and yield increased 3 percent, compared to second quarter last year. System load factor increased 1 point to 83 percent, as traffic decreased 1 percent.

"United is delivering industry competitive revenue performance and we are pleased with the results of our 2005 capacity reallocation," said John Tague, executive vice president marketing, sales, and revenue. "United is determined to be an industry leader in revenue performance. We believe the ongoing transformation of our sales force, continuing improvements in revenue management and recently enhanced marketing initiatives will move us steadily in that direction."

Besides United's reallocation of aircraft capacity to international markets, the company has been testing further optimization of its domestic schedule. United is pleased with the initial results. During the second quarter, both initiatives contributed to an increase in fleet utilization of 7 percent. As a result, the company reduced the number of aircraft in its fleet by 13 percent, while reducing system available seat miles by only 3 percent.

Operating Expenses

Largely driven by fuel, mainline operating expense per available seat mile was up 6 percent from the year-ago quarter on a 3 percent decrease in capacity. Excluding the aircraft impairment charge, UAFC, and fuel, mainline operating expenses per available seat mile decreased 3 percent. For more information on the impairment charge, see note 3. For more information on UAFC, see note 4.

Salaries and related costs were down 13 percent, or $156 million, primarily reflecting recent labor and management cost reductions and a 7 percent reduction in manpower. Fuel expense was $262 million higher than in the second quarter 2004. Average fuel price for the quarter was $1.71 per gallon (including taxes), up 45 percent year-over-year.

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

Cash

The company ended the quarter with an unrestricted cash balance of $1.7 billion, and a restricted cash balance of $968 million, for a total cash balance of $2.6 billion. The unrestricted cash balance increased by $295 million during the quarter.

Subsequently in July 2005, the company added an additional $310 million to its unrestricted cash balance by utilizing the amended DIP facility.

Operations

In the most recent data available from the U.S. Department of Transportation, United was ranked Number 2 in on-time performance among the seven major network carriers for the 12 months ending May 2005. In addition, employee productivity (available seat miles divided by employee equivalents) was up 4 percent for the quarter compared to the same period in 2004.

"United's improved productivity is a credit to the dedication and resilience of our employees. They have continued to deliver the reliability and service our customers expect during what could have been a very distracting period in our restructuring," said Pete McDonald, United's chief operating officer. "While our schedule optimization has improved asset utilization, we continue to believe significant benefits are available throughout United's operations by reducing aircraft turn times, reducing actual block time performance, expanded de-peaking of hubs and major stations, and reengineering our use of airport facilities."

Outlook

United expects third-quarter system mainline capacity to be down about 5 percent year-over-year. System mainline capacity for 2005 is expected to be about 3 percent lower than 2004.

The company projects fuel prices for the third quarter, including taxes and excluding the impact of hedges, to average $1.83 per gallon. The company has 6.5 percent of its expected fuel consumption for the third quarter hedged at an average of $1.29 per gallon, including taxes.

In the third quarter, the company expects to recognize other large non-cash reorganization items as we move toward exit from bankruptcy.

June Monthly Operating Report

UAL today also filed with the United States Bankruptcy Court its Monthly Operating Report for June. The company posted a $133 million operating profit for June. Mainline unit revenue improved 7 percent compared to same period last year. UAL met the requirements of its debtor-in-possession (DIP) financing.

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

Note 5 to the attached Statements of Consolidated Operations provides a reconciliation of net loss reported under GAAP to net loss excluding special items for all periods presented, as well as a reconciliation of other financial measures, including and excluding special charges.

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

# # #

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

(In accordance with GAAP)	Three Months Ended June 30
	2005	2004	% Change
Operating revenues:
Passenger - - United Airlines	$ 3,301	$ 3,248	1.6
- Regional Affiliates	632	505	25.1
Cargo	180	167	7.8
Other operating revenues	310	269	15.2
	4,423	4,189	5.6
Operating expenses:
Salaries and related costs	1,052	1,208	(12.9)
Aircraft fuel	955	693	37.8
Regional affiliates	685	605	13.2
Purchased services	383	370	3.5
Landing fees and other rent	225	242	(7.0)
Aircraft maintenance	227	193	17.6
Depreciation and amortization	201	218	(7.8)
Aircraft rent	109	134	(18.7)
Commissions	76	81	(6.2)
Special operating items	18	-	100.0
Other operating expenses	444	438	1.4
	4,375	4,182	4.6

Earnings from operations	48	7	585.7

Other income (expense):
Interest expense	(111)	(117)	(5.1)
Interest capitalized	-	1	(100.0)
Interest income	6	5	20.0
Miscellaneous, net	9	-	100.0
	(96)	(111)	(13.5)

Loss before reorganization items, income taxes and
equity in earnings of affiliates	(48)	(104)	(53.8)
Reorganization items, net	(1,386)	(144)	862.5

Loss before income taxes and equity in earnings of affiliates	(1,434)	(248)	478.2
Credit for income taxes	-	-	-

Loss before equity in earnings of affiliates	(1,434)	(248)	478.2
Equity in earnings of affiliates	4	1	300.0
Net loss	$ (1,430)	$ (247)	478.9


Loss per share, basic	$ (12.33)	$ (2.25)

Weighted average shares	116.2	110.9
_____________
See accompanying notes.

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

(In accordance with GAAP)	Six Months Ended June 30
	2005	2004	% Change
Operating revenues:
Passenger - - United Airlines	$ 6,217	$ 6,239	(0.4)
- Regional Affiliates	1,156	945	22.3
Cargo	352	315	11.7
Other operating revenues	613	599	2.3
	8,338	8,098	3.0
Operating expenses:
Salaries and related costs	2,085	2,457	(15.1)
Aircraft fuel	1,760	1,296	35.8
Regional affiliates	1,330	1,156	15.1
Purchased services	744	722	3.0
Landing fees and other rent	458	473	(3.2)
Aircraft maintenance	446	378	18.0
Depreciation and amortization	414	448	(7.6)
Aircraft rent	229	271	(15.5)
Commissions	153	162	(5.6)
Special operating items	18	-	100.0
Other operating expenses	903	939	(3.8)
	8,540	8,302	2.9

Loss from operations	(202)	(204)	(1.0)

Other income (expense):
Interest expense	(220)	(237)	(7.2)
Interest capitalized	(5)	1	(600.0)
Interest income	10	15	(33.3)
Special non-operating items	-	(13)	(100.0)
Miscellaneous, net	67	8	737.5
	(148)	(226)	(34.5)

Loss before reorganization items, income taxes and
equity in earnings/(losses) of affiliates	(350)	(430)	(18.6)
Reorganization items, net	(2,154)	(274)	686.1

Loss before income taxes and equity in earnings/(losses) of affiliates	(2,504)	(704)	255.7
Credit for income taxes	-	-	-

Loss before equity in earnings/(losses) of affiliates	(2,504)	(704)	255.7
Equity in earnings/(losses) of affiliates	4	(2)	(300.0)
Net loss	$ (2,500)	$ (706)	254.1


Loss per share, basic	$ (21.56)	$ (6.42)

Weighted average shares	116.2	110.8
_____________
See accompanying notes.

Consolidated Notes (Unaudited)

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

(2)		In connection with its bankruptcy proceedings, the Company recorded the following reorganization items:
										Three-month Period Ended June 30,												Six-month Period Ended June 30,
										2005					2004							2005				2004
		Pension-related charges										$ 612			$ -							$ 1,045				$ -
		Contract rejection charges										509			-							509				-
		Aircraft rejection charges										212			103							506				224
		Professional fees										48			49							92				83
		Severance and employee retention										6			-							13				7
		Interest income										(10)			(4)							(17)				(8)
		Other										9			(4)							6				(32)
										$ 1,386					$ 144							$ 2,154				$ 274

		Pension-related charges include curtailment costs of $207 million and $433 million for the second quarter and first six months of 2005, respectively, and net settlement losses of $395 million for the second quarter of 2005 as a result of the termination of several defined benefit pension plans. In addition, a $10 million settlement loss was recorded as a result of the termination of a management non-qualified supplemental retirement plan.

		Contract rejection charges are non-cash costs that include our estimate of claims resulting from the Company's rejection of certain contractual obligations such as executory contracts, unexpired leases, municipal bond obligations and regional carrier contracts.

		Aircraft rejection charges include the Company's estimate of claims incurred as a result of the rejection of certain aircraft as part of the bankruptcy process.

(3)		In the second quarter of 2005, the Company recognized a charge of $18 million for aircraft impairment related to planned accelerated retirement of certain aircraft operated by Air Wisconsin Airlines Corporation ("AWAC"). In addition, in the first quarter of 2004, the Company recorded a $60 million special operating item in connection with its adjustment to passenger revenue and a $13 million special non-operating item as a result of its write-down of the non-operating B767-200s to net realizable value.

(4)		Included in other operating income in UAL's results of operations are the results of its wholly owned subsidiary United Aviation Fuels Corporation ("UAFC"). For the three months and six months ending June 30, 2005 and 2004, UAFC recorded revenues for fuel sales to third parties of $73 million, $76 million, $128 million and $206 million, respectively, and related expenses of $73 million, $78 million, $127 million and $205 million, respectively.

(5)		During the second quarter of 2005, the Company received $22 million as a result of the transition agreement with AWAC. This refund was recorded as a reduction to Regional Affiliates operating expense.

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

			Three-month Period Ended June 30,													Six-month Period Ended June 30,
			In Millions						EPS							In Millions								EPS
			2005	2004					2005					2004		2005				2004				2005				2004
GAAP net loss			$ (1,430)	$ (247)					$ (12.33)					$ (2.25)		$ (2,500)				$ (706)				$ (21.56)				$ (6.42)
Adjusted for:
Special operating items			18	-					0.15					-		18				(60)				0.15				(0.54)
Special non-operating items			-	-														-		13				-				0.11
Reorganization items, net			1,386	144					11.92					1.30		2,154				274				18.54				2.48
	$ (26)			$ (103)					$ (0.26)					$ (0.95)		$ (328)				$ (479)				$ (2.87)				$ (4.37)

							Three-month Period Ended June 30,							%					Six-month Period Ended June 30,								%
Cost per asm - CASM (cents)							2005				2004			Change				2005					2004				Change
GAAP mainline operating expense per asm							10.50				9.87			6.4				10.39					10.04				3.5
Less: Special operating items							(0.05)				0.00			100.0				(0.03)					0.00				100.0
Mainline operating expense per asm excluding
special operating items							10.45				9.87		5.9				10.36						10.04				3.2
Less: UAFC*						(0.21)					(0.21)		-				(0.18)						(0.28)				(35.7)
Mainline operating expense per asm excluding
special operating items and UAFC*						10.24					9.66		6.0				10.18						9.76				4.3
Less: fuel expense						(2.71)					(1.91)		41.9				(2.53)						(1.83)				38.3
Mainline operating expense per asm excluding
special operating items, UAFC* and fuel expense						7.53					7.75		(2.8)				7.65						7.93				(3.5)

						Three-month Period Ended June 30,							%								Six-month Period Ended June 30,						%
Yield (cents)								2005			2004		Change						2005						2004		Change
GAAP passenger revenue per rpm								11.22			10.87		3.2						11.03						11.07		(0.4)
Less: revenue adjustment								0.00			0.00		-						0.00						(0.10)		(100.0)
Passenger revenue per rpm excl revenue adjustment								11.22			10.87		3.2						11.03						10.97		0.5

Operating revenue per asm - RASM (cents)
GAAP mainline operating revenue per asm								10.79			10.17		6.1						10.35						10.05		3.0
Less: revenue adjustment								0.00			0.00		-						0.00						(0.08)		(100.0)
Mainline operating revenue per asm excluding
revenue adjustment								10.79			10.17		6.1						10.35						9.97		3.8
Less: UAFC*								(0.21)			(0.21)		-						(0.18)						(0.29)		(37.9)
Mainline operating revenue per asm excluding
revenue adjustment and UAFC*								10.58			9.96		6.2						10.17						9.68		5.1

Passenger revenue per asm - PRASM (cents)
GAAP mainline passenger revenue per asm					9.40						8.96		4.9					8.96							8.77		2.2
Less: revenue adjustment					0.00						0.00		-					0.00							(0.08)		(100.0)
Mainline passenger revenue per asm excluding
revenue adjustment								9.40			8.96		4.9					8.96							8.69		3.1

Mainline scheduled passenger revenue per asm								9.38			8.94		4.9					8.93							8.73		2.3


* UAFC's revenues and expenses are not derived from mainline jet operations. Therefore, UAL has excluded these revenues and expenses from the above reported GAAP financial measures. See Note 4 above for more details.

UAL CORPORATION AND SUBSIDIARY COMPANIES
DEBTOR AND DEBTOR-IN-POSSESSION


	Three Months Ended June 30
	2005	2004	% Change
OPERATING STATISTICS
United Mainline Jet Operations

Revenue passengers (in thousands)	17,150	18,444	(7.0)

Revenue passenger miles (in millions)	29,302	29,727	(1.4)

Available seat miles (in millions)	35,132	36,235	(3.0)

Charter available seat miles (in millions)	33	97	(66.0)

Passenger load factor (percent)	83.4	82.0	1.4 pt.

Breakeven passenger load factor (percent)	82.2	81.8	0.4 pt.

GAAP passenger revenue per passenger mile - yield (cents)	11.22	10.87	3.2

GAAP passenger revenue per available seat mile - PRASM (cents)	9.40	8.96	4.9

GAAP operating revenue per available seat mile - RASM (cents)	10.79	10.17	6.1

Operating revenue per available seat mile excluding UAFC - RASM (cents)	10.58	9.96	6.2

GAAP operating expense per available seat mile - CASM (cents)	10.50	9.87	6.4

Operating expense per available seat mile excluding operating special items - CASM (cents)	10.45	9.87	5.9

Operating expenses per available seat mile excluding operating special items and
UAFC - - CASM (cents)	10.24	9.66	6.0

Operating expenses per available seat mile excluding operating special items, UAFC
and fuel expense - CASM (cents)	7.53	7.75	(2.8)

Average price per gallon of jet fuel (cents)	170.5	117.9	44.6

Number of aircraft in operating fleet at end of period	458	524	(12.6)

Average full-time equivalent employees (thousands)	55.6	59.7	(6.9)

ASMs per equivalent employee - productivity (thousands)	632	607	4.1

Average stage length (thousands)	1,376	1,291	6.6

Revenue block hours (in thousands)	459	492	(6.7)

Plane days (in thousands)	42	48	(12.5)

Fleet utilization (in hours and minutes)	10:59	10:18	6.6

UAL CORPORATION AND SUBSIDIARY COMPANIES
DEBTOR AND DEBTOR-IN-POSSESSION


	Six Months Ended June 30
	2005	2004	% Change
OPERATING STATISTICS
United Mainline Jet Operations

Revenue passengers (in thousands)	32,817	34,412	(4.6)

Revenue passenger miles (in millions)	56,085	56,004	0.1

Available seat miles (in millions)	69,391	71,145	(2.5)

Charter available seat miles (in millions)	350	388	(9.8)

Passenger load factor (percent)	80.8	78.7	2.1 pt.

Breakeven passenger load factor (percent)	83.5	81.3	2.2 pt.

GAAP passenger revenue per passenger mile - yield (cents)	11.03	11.07	(0.4)

Passenger revenue per passenger mile excluding revenue adjustment - yield (cents)	11.03	10.97	0.5

GAAP passenger revenue per available seat mile - PRASM (cents)	8.96	8.77	2.2

Passenger revenue per available seat mile excluding revenue adjustment - PRASM (cents)	8.96	8.69	3.1

GAAP operating revenue per available seat mile - RASM (cents)	10.35	10.05	3.0

Operating revenue per available seat mile excluding revenue adjustment - RASM (cents)	10.35	9.97	3.8

Operating revenue per available seat mile excluding revenue adjustment and
UAFC - - RASM (cents)	10.17	9.68	5.1

GAAP operating expense per available seat mile - CASM (cents)	10.39	10.04	3.5

Operating expense per available seat mile excluding operating special items - CASM (cents)	10.36	10.04	3.2

Operating expenses per available seat mile excluding operating special items and
UAFC - - CASM (cents)	10.18	9.76	4.3

Operating expenses per available seat mile excluding operating special items, UAFC
and fuel expense - CASM (cents)	7.65	7.93	(3.5)

Average price per gallon of jet fuel (cents)	158.6	112.8	40.6

Number of aircraft in operating fleet at end of period	458	524	(12.6)

Average full-time equivalent employees (thousands)	55.9	59.6	(6.2)

ASMs per equivalent employee - productivity (thousands)	1,241	1,194	3.9

Average stage length (thousands)	1,369	1,288	6.3

Revenue block hours (in thousands)	911	966	(5.7)

Plane days (in thousands)	84	96	(12.5)

Fleet utilization (in hours and minutes)	10:48	10:05	7.1