IN RE:

EX-99.2 4 mornov.htm IN RE:

Exhibit 99.2

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











MONTHLY OPERATING REPORT FOR THE PERIOD
November 1, 2005 THROUGH November 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
November 1, 2005 THROUGH November 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: December 21, 2005	DEBTOR-IN-POSSESSION



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

Signature:	/s/ Frederic F. Brace




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


Phone:

I.	Table of Contents

II.	UAL Corporation, et al. Unaudited Financial Statements

	A.	Condensed Consolidating Statement of Operations (Discloses only filing entities)
	B.	Statements of Consolidated Financial Position (Form 10K to be filed by March 2, 2006)
	C.	Statements of Consolidated Cash Flows (Form 10K to be filed by March 2, 2006)

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 November 30, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,636,070

Total operating expenses		1,627,190

Earnings (loss) from operations		8,880



Non-operating income (expenses):
Net interest expense		(47,345)
Other income (expenses), net:		10,815
Total non-operating income (expenses):		(36,530)



Net Earnings (loss) before Reorganization items		(27,650)


Reorganization Expenses		(158,819)

Net earnings (loss)		(186,469)






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

BEGINNING BALANCE (ending balance October 31, 2005)
Operating Accounts - DOM			$50,703,215
Operating Accounts - INT			$71,866,546
London Overnight Investment Balance			$2,494,149
Liquidity Pool			$1,559,872,725
Restricted Cash ³			$963,681,085
Subsidiaries:
a. Mileage Plus, Inc.			$171,008
b. Premier Meeting and Travel Services, Inc.			$731,080
c. MyPoints.com, Inc.			$11,368,573
d. Confetti d/b/a Ameniti Travel Clubs, Inc.			$814,290
e. Domicile Management Services, Inc.			$139,750
f. UAL Loyalty Services, Inc.			$472,348
g. United Aviation Fuel Corporation			$125,033
			$2,662,439,801
TOTAL BEGINNING BALANCE

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,479,376,006
2. Other receipts ⁴		$438,670,621

TOTAL RECEIPTS	(A)	$1,918,046,627


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁵
a. Officers		$755,283
b. Non-Officer		$156,228,283

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$52,713,956
b. State income tax w/held		$7,588,358
c. State sales or use tax		$179,838
d. Other ⁶		$129,085,534

3. Necessary Operational Disbursements ⁷
a. Operating Disbursements (net of Intercompany disbursements)		$1,258,083,869
b. Transferred to escrows / restricted cash		2,100,000

TOTAL DISBURSEMENTS	(B)	$1,606,735,121


NET RECEIPTS (Line (A) less Line (B))			$311,311,507

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)			$2,973,751,308

Bank One Overnight Investment Account (month over month change) ⁸			($841,121)

TOTAL ENDING BALANCE ⁹			$2,972,910,187

Check

ENDING BALANCE (as of November 30, 2005)
Operating Accounts - DOM		$28,681,378
Operating Accounts - INT		$58,746,362
London Overnight Investment		$1,714,779
Liquidity Pool		$1,910,481,281
Restricted Cash ³		$958,588,703
Subsidiaries:
Mileage Plus, Inc.		$407,744
Premier Meeting and Travel Services, Inc.		$0
MyPoints.com, Inc.		$11,524,246
Confetti d/b/a Ameniti Travel Clubs, Inc.		$876,375
Domicile Management Services, Inc.		$86,858
UAL Loyalty Services, Inc.		$344,249
United Aviation Fuel Corporation		$1,458,213

TOTAL ENDING BALANCE		$2,972,910,187

^{1 See Page 4 for a list of the 28 filed entities.}
^{2 Pro forma basis, not prepared according to Generally Accepted Accounting Principles, and excludes certain elimination entries and non-cash adjustments.}
^{3 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any non-filed entities. See Schedule C of this report for a description of the Tax Trust Escrow.}
^{4 Includes activity related to restricted cash}
^{5 Includes information for domestic entities only.}
^{6 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.}
^{7 Includes certain aircraft financing payments for the month of November 2005. These payments are highlighted in Schedule D of this report.}
^{8 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.}
^{9 Ending cash balance does not include $200 million held in a Tax Trust Escrow. See Schedule C of this report for a description of the Tax Trust Escrow.}

BANK

ENTITY:

RECEIPT SUMMARY ¹

ACCTS:

See Schedule G for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,551,971,654

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,534,187

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

89,932,589

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,646,438,430

( A )

Debtor-In-Possession Financing

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

438,670,621

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

2,085,109,051

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

167,062,424

( D )

NET RECEIPTS

$1,918,046,627

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,479,376,006

(A-D )

Other receipts

438,670,621

( B )

$1,918,046,627

^{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 $102,893,428.}

^{3
Includes net activity related to/from the London overnight investment account,
interest income, aircraft and other asset sales, local station bank activity,
and transfers to restricted cash.}

^{4
Transfers in this section represent direct payments to / from various subsidiaries
or affiliate companies. These amounts do not reflect payments made or received
on behalf of a related subsidiary or affiliate entity.}

						BANK
ENTITY:	LIQUIDITY POOL ¹					ACCTS:	Bank One Acct. #51-67795
							(see schedule G for details)


RECEIPT SOURCE					DESCRIPTION				AMOUNT


Domestic Operational Receipts				BANK ONE / JP MORGAN CHASE ACTIVITY					1,359,314,082

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

International Operational Receipts		BEG BALANCE (LESS) ENDING BALANCE								$89,773,243
		PLUS NET REPATRIATION
Total Operational Receipts		TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY								1,449,087,325

Debtor-In-Possession Financing									-

Other Non-Operational Receipts ²		SEE FOOTNOTE BELOW							$438,597,298

Less, Non-filing entities		NONE FOR THIS PERIOD							-





			GROSS RECEIPTS						1,887,684,623

			UAL						-
			UAL Loyalty Services, Inc.						-
			UAL Company Services, Inc.						-
			Confetti d/b/a Ameniti Travel Clubs, Inc.						-
			MyPoints.com, Inc.						-
			Cybergold, Inc.						-
			iTarget.com, Inc.						-
			MyPoints Offline Services, Inc.						-
			UAL Benefits Management, Inc.						-
			United BizJet Holdings, Inc.						-
			United BizJet Charter, Inc.						-
			United BizJet Fractional, Inc.						-
			United BizJet Services, Inc.						-
			Kion Leasing, Inc.						-
			Premier Meeting and Travel Services, Inc.						731,080
			United Aviation Fuels Corporation						7,700,000
			United Cogen, Inc.						-
			Mileage Plus, Inc.						-
			United GHS, Inc.						-
			United Worldwide Corporation						-
			United Vacations, Inc.						-
			Four Star Leasing, Inc.						-
			Air Wisconsin Services, Inc.						-
			Air Wisconsin , Inc.						-
			Domicile Management Services, Inc.						-

			(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES ³								8,431,080



			NET RECEIPTS						$1,879,253,543



^{1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.}
^{2 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to/from restricted cash.}
^{3 Transfers in this section represent direct payments to / from various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

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

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)

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES ^1,2

731,080

NET RECEIPTS

(731,080)

BANK STATEMENT RECONCILIATION:

Beginning Balance

$731,080

Receipts

(731,080)

Disbursements

731,080

Reconciled Ending Balance

Reported Ending Balance

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.}

^{2
Transfers in this section represent the transfer of funds from Premeir
Group Accounts to the Liquidity Pool due to the closing of this subsidairy}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

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

2,734,187

Total Non-Bank One Receipts

2,734,187

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,734,187

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

76,978

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

2,811,165

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

2,811,165

BANK STATEMENT RECONCILIATION:

Beginning Balance

$11,368,573

Receipts

2,811,165

Disbursements

(2,655,492)

Reconciled Ending Balance

$11,524,246

Reported Ending Balance

$11,524,246

Difference

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

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

BANK

ENTITY:

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

ACCTS:

Bank One 000000001061639

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

801,607

Domestic Operational Receipts

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

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

801,607

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

801,607

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

800,264

NET RECEIPTS

1,343

BANK STATEMENT RECONCILIATION:

Beginning Balance

$814,290

Receipts

801,607

Disbursements

(739,522)

Reconciled Ending Balance

$876,375

Reported Ending Balance

$876,375

Difference

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

27,423

Domestic Operational Receipts

SHORE BANK

1,800,000

Total Non-Bank One Receipts

1,800,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,827,423

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)

1,827,423

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

1,827,423

BANK STATEMENT RECONCILIATION:

Beginning Balance

$171,008

Receipts

1,827,423

Disbursements

(1,590,687)

Reconciled Ending Balance

$407,744

Reported Ending Balance

$407,744

Difference

UNITED AVIATION FUELS

BANK

ENTITY:

CORPORATION

ACCTS:

NORTHERN TRUST ACCT. 792705

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

187,707,865

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

187,707,865

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)

187,707,865

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

157,100,000

(Provide detail above)

NET RECEIPTS

30,607,865

BANK STATEMENT RECONCILIATION:

Beginning Balance

$125,033

Receipts

187,707,865

Disbursements

(186,374,685)

Reconciled Ending Balance

$1,458,213

Reported Ending Balance

$1,458,213

Difference

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

4,120,676

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

Total Non-Bank One Receipts

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

4,120,676

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

4,120,676

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

4,120,676

BANK STATEMENT RECONCILIATION:

Beginning Balance

$472,348

Receipts

4,120,676

Disbursements

(4,248,775)

Reconciled Ending Balance

$344,249

Reported Ending Balance

$344,249

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

116.26

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

11/30/05

159,346

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

159,346

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(3,654)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

155,692

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

155,692

BANK STATEMENT RECONCILIATION:

Beginning Balance

$139,750

Receipts

155,692

Disbursements

(208,584)

Reconciled Ending Balance

$86,858

Reported Ending Balance

$86,858

Difference

BANK

ENTITY:

DISBURSEMENT SUMMARY¹

ACCTS:

See Schedule G for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

755,283

( A )

xxx

PAYROLL NON-OFFICER

156,228,283

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

563,479,881

CATERING

21,044,784

RECURRING RENT

53,000,723

GENERAL PAYABLES

689,158,934

INSURANCE

38,270,366

LANDING FEES

18,384,192

xxx

OTHER

41,807,413

SUBTOTAL EXCLUDING PAYROLL

1,425,146,293

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,582,129,858

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ³

167,062,424

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

52,713,956

b. State income tax w/held

7,588,358

c. State sales or use tax

179,838

d. Other ⁴

129,085,534

TOTAL TAXES

189,567,686

( E )

NET MONTHLY DISBURSEMENTS

$ 1,604,635,121

Forward to MOR Summary:

Officers Payroll

755,283

( A )

Non-Officer Payroll

156,228,283

( B )

Taxes

189,567,686

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,258,083,869

(C-D)

Sub Total

$ 1,604,635,121

Transferred to escrows / restricted cash

2,100,000

Total Amount to Transfer to MOR Summary

$ 1,606,735,121

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

^{2
Fuel
Summary:}

UAFC Fuel Disbursements

186,374,685

United Fuel Disbursements

377,105,196

Total Fuel Disbursements

563,479,881

Less: Intercompany Transfers

(164,800,000)

Fuel Disbursements

$ 398,679,881

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

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

BANK

ENTITY:

UAL CORPORATION ¹

ACCTS:

See Schedule G for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES¹

81,704

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

81,704

GROSS DISBURSEMENTS (tie to bank statement)

81,704

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

81,704

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

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

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

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



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

xxx	PAYROLL OFFICER						755,283
xxx	PAYROLL NON-OFFICER						154,796,937

04	AVIATION FUEL				(Includes intercompany transfer to UAFC, see below)			377,105,196
06	CATERING							21,044,784
03	RECURRING RENT							53,000,723
01	GENERAL PAYABLES							681,538,807
17	INSURANCE							37,844,165
18	LANDING FEES							18,384,192
xxx	OTHER ²							41,807,413

	SUBTOTAL EXCLUDING PAYROLL						1,230,725,280



			GROSS DISBURSEMENTS (tie to bank statement)				1,386,277,500

			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.			-
				Premier Meeting and Travel Services, Inc.			731,080
				Confetti			800,264
				Mileage Plus, Inc.			-
				United Aviation Fuels Corporation			157,100,000
				UAL Loyalty Services, Inc.			-
				Domicile Management Services, Inc.			-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³			158,631,344

			TAXES:
				a. Federal Income Tax and FICA withholdings			52,463,208
				b. State income tax w/held			7,571,398
				c. State sales or use tax			179,578
				d. Other (specify) ⁴			129,084,721
			TOTAL TAXES				189,298,905




			NET MONTHLY DISBURSEMENTS				$ 1,416,945,061

^{1 Includes activity for United Airlines, Inc., UAL Company Services, Inc., United GHS, Inc., UAL Benefits Management, Inc. and Air Wisconsin, Inc.}
^{2 Includes corporate volume agreements (APO8), maintenance (APO 9), crew housing (APO 11), damaged bags (APO 12), GSA's (APO14), group deposits (APO 15), tour payables (APO 16), lost baggage claims (APO 19), ORD JJ (APO 21), passenger facility charges (APO 22), cargo claims (APO 23), property work orders (APO 24), travel agency incentives (APO 25), back end commissions (APO 26),cargo correspondence (APO 29), employee travel expenses (APO 45), DIP fees and interest, 401K, pilot directed account plan and sick leave trust payments.}
^{3 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{4 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC ¹

ACCTS:

11-33545

(see schedule G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

4,248,775

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

4,248,775

GROSS DISBURSEMENTS (tie to bank statement)

4,248,775

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

$ 4,248,775

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

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



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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

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



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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UAL COMPANY SERVICES, INC. ¹			ACCTS:	See Schedule G for list of bank accounts



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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through UAL Loyalty Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

665,564

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

1,989,927

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

1,989,927

GROSS DISBURSEMENTS (tie to bank statement)

2,655,492

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

$ 2,655,492

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

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

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

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

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

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

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. ¹

ACCTS:

Silicon Valley Bank #3700276606

(see schedule G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²

TAXES:

a. Federal Income Tax and FICA withholdings

b. State income tax w/held

c. State sales or use tax

d. Other ³

TOTAL TAXES

NET MONTHLY DISBURSEMENTS

^{1
Disbursement
activity conducted through MyPoints.com, Inc.}

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

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


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

xxx	PAYROLL OFFICER							-
xxx	PAYROLL NON-OFFICER							91,860

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							609,208
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER							-

	SUBTOTAL EXCLUDING PAYROLL							609,208



			GROSS DISBURSEMENTS (tie to bank statement)					701,068


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				38,455
				b. State income tax w/held				-
				c. State sales or use tax				-
				d. Other ²				-
			TOTAL TAXES					38,455


			NET MONTHLY DISBURSEMENTS					739,522


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

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


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through MyPoints.com, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED BIZJET HOLDINGS, INC.¹			ACCTS:	Bank One #10-96072
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Includes disbursement activity for BizJet Fractional, Inc., BizJet Charter, Inc., and BizJet Services, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET CHARTER, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET FRACTIONAL, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		BIZJET SERVICES, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United BizJet Holdings, Inc.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		KION LEASING, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended November 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 G for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

xxx

PAYROLL NON-OFFICER

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

GROSS DISBURSEMENTS (tie to bank statement)

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ^1,2

731,080

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

$ (731,080)

^{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
Transfers in this section represent the transfer of funds from Premeir
Group Accounts to the Liquidity Pool due to the closing of this subsidairy}

		UNITED AVIATION FUELS			BANK
ENTITY:		CORPORATION			ACCTS:	NORTHERN TRUST ACCT. 792705
						(see schedule G for details)


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

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						186,374,685
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						186,374,685



			GROSS DISBURSEMENTS (tie to bank statement)				186,374,685


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				7,700,000

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


			NET MONTHLY DISBURSEMENTS				$ 178,674,685

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

					BANK
ENTITY:		UNITED COGEN , INC.			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER				Payroll disbursed through United Airlines		-
xxx	PAYROLL NON-OFFICER						-

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						221,691
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						221,691



			GROSS DISBURSEMENTS (tie to bank statement)				221,691


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

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


			NET MONTHLY DISBURSEMENTS				221,691



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

					BANK
ENTITY:		MILEAGE PLUS, INC.			ACCTS:	SHORE BANK #17331100/17331200/17511000
						(see schedule G for details)


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

xxx	PAYROLL OFFICER
xxx	PAYROLL NON-OFFICER						658,665

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						275,754
17	INSURANCE						426,201
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						701,955



			GROSS DISBURSEMENTS (tie to bank statement)				1,360,620


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			212,294
				b. State income tax w/held			16,960
				c. State sales or use tax			-
				d. Other ²			813
			TOTAL TAXES				230,067


			NET MONTHLY DISBURSEMENTS				$ 1,590,687



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

					BANK
ENTITY:		UNITED GHS, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED WORLDWIDE CORPORATION ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended November 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 G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended November 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 G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Approximated from Income Statement for the month ended Novmeber 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 G for Details



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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		AIR WISCONSIN SERVICES, INC ¹			ACCTS:	List Accounts per attached list
						(see schedule G for details)


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

xxx	PAYROLL OFFICER						-
xxx	PAYROLL NON-OFFICER						-

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

	SUBTOTAL EXCLUDING PAYROLL						-



			GROSS DISBURSEMENTS (tie to bank statement)				-


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ²				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			-
				b. State income tax w/held			-
				c. State sales or use tax			-
				d. Other ³			-
			TOTAL TAXES				-


			NET MONTHLY DISBURSEMENTS				-


^{1 Disbursement activity conducted through United Airlines, Inc.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}


ENTITY:						BANK
		DOMICILE MGMT SERVICES, INC.				ACCTS:	Citibank #0-157487-016


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

xxx	PAYROLL OFFICER							-
xxx	PAYROLL NON-OFFICER							15,256

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							193,068
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER

	SUBTOTAL EXCLUDING PAYROLL							193,068



			GROSS DISBURSEMENTS (tie to bank statement)					208,324


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				-
				b. State income tax w/held				-
				c. State sales or use tax				260
				d. Other ²				-
			TOTAL TAXES					260


			NET MONTHLY DISBURSEMENTS					$ 208,584


^{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 November 30, 2005

/s/ Kathryn A. Mikells

Signature

Kathryn A. Mikells

Vice President - Treasurer

Print Name and Title

12/19/2005

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

Vice-President & Controller

Print Name and Title

12/19/2005

Date

SCHEDULE C - Description of Tax Trusts

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

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

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

SCHEDULE D - Payments to Secured Creditors and Lessors



Name of Creditor or Lessor	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	11/1/05	110,000
US BANK	AIRCRAFT	11/1/05	6,160,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/1/05	475,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/1/05	245,000
SOCIETE GENERALE PARIS	AIRCRAFT	11/1/05	75,000
US BANK	AIRCRAFT	11/2/05	85,000
US BANK	AIRCRAFT	11/3/04	424,444
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/3/04	1,050,000
RBS AEROSPACE LIMITED	AIRCRAFT	11/7/05	85,000
US BANK	AIRCRAFT	11/7/05	170,000
IAE	AIRCRAFT	11/8/05	1,620,000
RBS AEROSPACE LIMITED	AIRCRAFT	11/8/05	85,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/8/05	700,000
AIE VI	AIRCRAFT	11/9/05	3,630,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/9/05	483,639
US BANK	AIRCRAFT	11/10/05	85,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/10/05	400,000
US BANK	AIRCRAFT	11/14/05	1,654,333
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/14/05	2,423,124
WILMINGTON TRUST COMPANY	AIRCRAFT	11/14/05	400,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/15/04	4,000,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/17/05	7,269,372
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	11/18/05	130,000
US BANK	AIRCRAFT	11/18/05	270,000
US BANK	AIRCRAFT	11/21/05	810,667
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/21/05	855,193
WILMINGTON TRUST COMPANY	AIRCRAFT	11/21/05	409,807
US BANK	AIRCRAFT	11/23/05	425,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/23/05	170,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/25/05	3,472,319
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/28/05	1,725,000
WILMINGTON TRUST COMPANY	AIRCRAFT	11/28/05	160,000
HELADEFF	AIRCRAFT	11/28/05	1,549,328
US BANK	AIRCRAFT	11/29/05	244,444
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/29/05	5,754,939
WILMINGTON TRUST COMPANY	AIRCRAFT	11/29/05	85,000
CUMBERLAND LEASE CORP	AIRCRAFT	11/30/05	95,000
MIZUHO CORPORATE BANK	AIRCRAFT	11/30/05	650,000
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	11/30/05	2,340,000
US BANK	AIRCRAFT	11/30/05	674,333
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/30/05	20,767,653
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	11/30/05	1,863,273
WILMINGTON TRUST COMPANY	AIRCRAFT	11/30/05	430,000
CIT GROUP	AIRCRAFT	11/30/05	135,000
UT FINANCE	ENGINE	11/30/05	195,763

			74,842,631

SCHEDULE E - Professional Payments ¹

	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID

	Cognizant Associates	$ 100,865	$ 100,865
	Huron Consulting Group	1,044,188	1,044,188
	Kirkland & Ellis	2,969,685	2,969,685
	McKinsey & Co (OCP)	1,784,250	1,784,250
	Mayer, Brown	70,121	70,121
	Mercer Management Consulting	997,113	997,113
	Mesirow Financial Consulting	714,479	714,479
	Poorman Douglas	262,855	262,855
	Saybrook Capital	195,808	195,808
	Segal Company	1,802,866	1,802,866
	Sperling & Slater	167,469	167,469
	Vedder Price	358,738	358,738
	Wilmer, Cutler and Pickering	27,079	27,079
	Committee of Unsecured Creditors	-	-

	Total	$ 10,495,515	$ 10,495,515



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 November 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

$1,043,076,432

$924,109,037

$915,505,814

$8,603,223

Add: sales on account

$1,526,919,938

Less: collections

($1,652,035,431)

Less: Write-offs and Clearing

($2,455,125)

End of month balance

$915,505,814

0 - 30 Days²

31 - 60 Days²

61 - 90 Days²

Over 90 Days ²

End of Month Total

$803,654,998

$42,307,874

$15,456,351

$54,086,591

$915,505,814

^{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

$395,244,000

$395,944,000

$393,653,000

$2,291,000

Add: credit extended

$1,494,774,467

Less: payments on account

($1,496,365,467)

End of month balance

$393,653,000

0 - 30 Days ³

31 - 60 Days ²

61 - 90 Days ²

Over 90 Days ²

End of Month Total

$388,997,176

$1,869,119

$2,786,705

$393,653,000

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

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

^{3
Includes liabilities subject to compromise}

SCHEDULE G - Bank Accounts and Financial Institution Relationships


The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts.
In addition to the 160 domestic bank accounts, the Debtor operates 105 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:

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

DOMESTIC BANK ACCOUNTS


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

SCHEDULE G - Bank Accts and Financial Institution Relationships


EUROPEAN BANK ACCOUNTS


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

ASIA-PACIFIC BANK ACCOUNTS


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


LATIN AMERICA BANK ACCOUNTS


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

OFFLINE BANK ACCOUNTS


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

SUBSIDIARY BANK ACCOUNTS


Financial Institution	Country	Bank Acct #

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

TAX QUESTIONNAIRE

Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11
petition as the taxes come due. Please indicate whether the following post-petition taxes have been paid or deposited as they came due.
( ) Check here if no employees.

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





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

TAX NOT PAID	AMOUNT NOT PAID			DATE OF LAST PAYMENT









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