SECURITIES AND EXCHANGE COMMISSION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lb+qhFTEX8lnfEj92xPpaJLHPKNEhFwgXKzpzn2JpZlHBunp3UdsLyse3d3hhoId YQ58wHK1oIstw7xQ2jwNkw== 0000100517-06-000004.txt : 20060127 0000100517-06-000004.hdr.sgml : 20060127 20060127171306 ACCESSION NUMBER: 0000100517-06-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060127 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UAL CORP /DE/ CENTRAL INDEX KEY: 0000100517 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 362675207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06033 FILM NUMBER: 06558911 BUSINESS ADDRESS: STREET 1: 1200 ALGONQUIN ROAD CITY: ELK GROVE TOWNSHIP STATE: IL ZIP: 60007 BUSINESS PHONE: 8477004000 MAIL ADDRESS: STREET 1: JOHN LAKOSIL - WHQLD STREET 2: 1200 E. ALGONQUIN ROAD CITY: ELK GROVE TOWNSHIP STATE: IL ZIP: 60007 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGIS CORP DATE OF NAME CHANGE: 19880613 FORMER COMPANY: FORMER CONFORMED NAME: UAL INC DATE OF NAME CHANGE: 19870517 8-K 1 body.htm 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: January 27, 2006

(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 Operation and Financial Condition

On January 27, 2006, UAL Corporation (the "Company") issued a press release announcing its financial results for the fourth quarter and full year 2005. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 27, 2006, UAL Corporation filed its monthly operating report for the period December 1, 2005 through December 31, 2005 with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits Description

99.1 Press Release

99.2 Monthly Operating Report of UAL Corporation for the period December 1, 2005 through December 31, 2005

SIGNATURES

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

	UAL CORPORATION

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

Dated: January 27, 2006

EXHIBIT INDEX

Exhibit No. Description

99.1* Press Release

99.2* Monthly Operating Report of UAL Corporation for the period December 1, 2005 through December 31, 2005

__________________
* Filed herewith electronically.

EX-99.1 3 press.htm Worldwide Communications:

Exhibit 99.1

United
News Release

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

UAL CORPORATION REPORTS FOURTH QUARTER
AND FULL YEAR 2005 RESULTS

Operating Earnings Improve Despite Markedly Higher Fuel Prices

Company Prepared to Exit Chapter 11 in Early February

CHICAGO, January 27, 2006 - - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today reported its fourth quarter and full year 2005 financial results.

"We have made fundamental, sustainable changes to United's business and established a solid financial platform," said Glenn Tilton, United's chairman, CEO and president. "Moving forward, our focus is on our customers and continuous improvement in everything we do to drive increased margins and renew profitability. Although operating earnings for both the fourth quarter and the full year 2005 have improved significantly - despite an increase in system fuel price of over 40 percent - - we know we can do better. We will continue to contain costs, apply sound revenue management and deliver consistent service to our customers."

UAL reported a fourth quarter operating loss of $182 million, a $388 million improvement over the same quarter last year, as revenue improvement and non-fuel cost reduction more than offset a $397 million increase in fuel costs for mainline and regional operations. The company reported a full-year operating loss of $219 million, a $635 million improvement year-over-year, driven by a $1 billion increase in revenue and a $1 billion reduction in non-fuel costs partially offset by $1.4 billion higher fuel costs for mainline and regional operations.

UAL reported a fourth quarter net loss of $17 billion, or $145 per basic share, including non-cash reorganization expenses of $17 billion as described below. Full-year net loss totaled $21 billion, or $182 per basic share, including reorganization expenses of $21 billion. The company believes the best indicator of United's post-reorganization financial performance is its net losses excluding reorganization and special items. Excluding reorganization and special items, UAL reported a net loss for the fourth quarter and full year totaling $297 million and $557 million, respectively. This represents a year-over-year improvement of $333 million and $729 million for the fourth quarter and full year, respectively.

The $17 billion of reorganization items recorded in the fourth quarter represent mostly unsecured claims allowed during the bankruptcy process. These claims, along with similar unsecured claims that the company has recognized in prior periods of the reorganization, are expected to be settled when the company exits bankruptcy for a minor fraction of the amount of the claims recorded. As a result, the company expects to report a substantial gain at exit in early 2006. It is important to note that these items are not expected to have a significant impact on the company's cash position.

United Prepared to Exit Bankruptcy in Early February

On January 20, 2006, the Bankruptcy Court confirmed United's Plan of Reorganization, and the company is prepared to exit on the effective date of the plan, in early February 2006. Over the last three years, United has methodically worked its way through a difficult and multifaceted restructuring, compounded by an unprecedented confluence of external challenges and fundamental changes taking place in the airline industry, with its unparalleled worldwide network, valuable brand and other assets intact. The company has made sustainable improvements in its cost structure, revenue management and operations. United has successfully:

                * Achieved significant cost reductions that are expected to result in $7 billion of average annual cost savings by
                   2010;
                * Resized and redeployed the fleet to better meet market demand and increase operational flexibility;
                * Enhanced products and services with the launch of Ted^SM, p.s.^SM, and explus^SM;
                * Improved operational performance across the board;
                * Outperformed the industry in revenue improvement;
                * Secured $3 billion in all-debt exit financing;
                * Received solid credit ratings for our business and financing facility from both Moody's and Standard &
                   Poor's that are better than the ratings of our network peers; and,
                * Upon exit, will emerge with a stronger balance sheet after eliminating $13 billion of debt and pension
                   obligations.

"In every year of our restructuring, United has steadily improved operating earnings. Our cost per available seat mile (CASM) is now competitive, and revenue continues to outpace the industry average," said Jake Brace, United's executive vice president and chief financial officer. "The recent over-subscription by our lenders of United's exit financing facility demonstrates the market's confidence that United now has the financial and operating flexibility to meet the shifting challenges in our industry, including current high fuel prices."

Revenue Results

During the quarter, mainline passenger unit revenue (PRASM) increased 12 percent and yield increased 8 percent, compared to the fourth quarter of last year. United's PRASM performance outperformed the industry average improvement by 1 point. System load factor increased 3 points to 80 percent over the same period. Results for the fourth quarter of 2005 reflect essentially flat traffic on a 4 percent reduction in system capacity compared with the same period last year. United expects its system length-of-haul adjusted passenger unit revenue to be among the best in the industry. The company continues to see fares increasing industry-wide. United is benefiting from the early decision to move aircraft capacity to more profitable international routes, and is also benefiting from capacity reductions by the company's U.S. competitors in domestic and Asian markets, especially Japan. Total revenue for the fourth quarter and full year improved 10 percent and 6 percent, respectively.

United's strategy of market segmentation is intended to maximize margins from high-yield business travelers and to control costs while offering more price-sensitive leisure travelers the right service at the right price. The company is committed to enhancing the customer experience with such industry-leading products as United Economy Plus^SM service, explus premium service on 70-seat regional jets for United Express^®, and United's p.s., premium transcontinental service between New York and Los Angeles or San Francisco. At the same time, United's low fare leisure product Ted has been expanded in 2005 from 47 to 56 aircraft serving 20 airports with over 240 daily departures from all United hubs and is a valuable addition to United's portfolio of products. United also continues to transform and optimize all areas of revenue execution, including its business-to-business sales efforts, loyalty programs, revenue management and all areas of network optimization.

"We are offering United's customers the wide range of choices in products and services they demand in today's market, at prices they are willing to pay. Both Ted and p.s. are showing double-digit margin improvements," said John Tague, executive vice president - marketing, sales and revenue. "United will continue to be competitive on price and we are expanding our efforts to better merchandise our services to generate additional revenue. For example, Economy Plus is successfully generating upsell revenue after the initial ticket purchase. Our corporate sales force has been revamped and, armed with United's differentiated premium product offerings, is booking good account wins for higher-yield business travel."

Operating Expenses

During the fourth quarter, mainline operating expense per available seat mile increased by 4 percent from the year-ago quarter largely driven by a 4 percent decrease in capacity and a 44 percent increase in mainline fuel price. Excluding fuel and special items, mainline operating expenses per available seat mile decreased 7 percent.

Mainline fuel expense was $324 million higher than in the fourth quarter 2004. Fuel expense is the company's single largest expense item, surpassing salaries and related expenses. Average mainline fuel price for the quarter was $2.09 per gallon (including taxes). Salaries and related costs were down 27 percent, or $337 million, primarily reflecting labor and benefit cost reductions, including an 8 percent reduction in manpower. Total operating expenses for the quarter and full year were flat and up 2 percent, respectively.

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 $1.8 billion, and a restricted cash balance of $957 million, for a total cash balance of $2.7 billion. The unrestricted cash balance increased by $49 million during the quarter.

Operations

In the most recent data available from the U.S. Department of Transportation, United was ranked number 1 for the last 12 months in on-time arrival performance and ranked second in the least mishandled baggage among the six major network carriers. 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.

During the fourth quarter, reallocation of aircraft capacity to international markets and further optimization of United's domestic schedule contributed to an increase in mainline fleet utilization of 3 percent compared to the same period last year. As a result, year-over-year the company reduced the number of aircraft in its mainline fleet by 7 percent, while reducing system available seat miles by only 4 percent.

In 2005, the company depeaked its hub in Los Angeles through optimization of the schedule. This initiative reduced costs and increased efficiency, and, by allowing us to eliminate the remote United Express terminal, it also improved the customer experience. In 2006, the company will continue resource optimization and depeaking throughout the United system, beginning with San Francisco in the first quarter. The company plans to eliminate the remote United Express facility in San Francisco as well.

"We will continue to find and implement ways to increase the efficient and effective deployment and utilization of United's core assets," said Pete McDonald, United's chief operating officer. "United employees are engaged in systemwide resource optimization projects that we expect will free up at least 10 aircraft in 2006. We will concentrate on further improving productivity, reliability and cost reduction, while maintaining our focus on delivering consistent service."

Outlook

United expects system mainline capacity to be up approximately 1 percent year-over-year for the first quarter, driven by improved aircraft utilization through the company's resource optimization effort.

The company expects mainline fuel price for the first quarter to average $1.92 per gallon, and for the full-year to average $1.81 per gallon (including taxes). Currently the company has no hedges in place for 2006. For the full-year 2006, the company anticipates fuel expense for mainline and the company's regional affiliates' operations will increase by approximately $885 million over its previous assumption, which was based on a mainline fuel price of $1.48 per gallon (including taxes). The previous assumptions were more fully described in the company's Updated G6 financial projections contained in Exhibit 99.1 to the Form 8-K filed with the SEC on January 17, 2006. The company expects to be able to offset some, but not all, of this increase through higher revenues.

December Monthly Operating Report

UAL today also filed with the United States Bankruptcy Court its Monthly Operating Report for December 2005. The filing entities of the company posted a $122 million operating loss for December. This compares to a $311 million operating loss in the same month last year. Mainline unit revenue improved 12 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 8 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 consummate its plan of reorganization with respect to the Chapter 11 cases; 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 (including interest rates, foreign currency exchange rates, crude oil prices and refining capacity in relevant markets); 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; our ability to cost effectively hedge against increases in the price 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; capacity decisions of our competitors, U.S. or foreign governmental legislation, and regulation and other actions; 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 December 31

2005 2004 % Change

Operating revenues:

Passenger - United Airlines
$ 3,230

$ 2,995

7.8

- Regional Affiliates
611

490

24.7

Cargo
203

218

(6.9)

Other operating revenues
342

285

20.0

4,386

3,988

10.0

Operating expenses:

Aircraft fuel
1,166

842

38.5

Salaries and related costs
934

1,271

(26.5)

Regional affiliates
694

693

0.1

Purchased services
405

369

9.8

Aircraft maintenance
236

185

27.6

Depreciation and amortization
236

213

10.8

Landing fees and other rent
222

254

(12.6)

Cost of sales
205

156

31.4

Aircraft rent
86

129

(33.3)

Commissions
78

65

20.0

Special operating items
-

-

-

Other operating expenses
306

381

(19.7)

4,568

4,558

0.2

Loss from operations
(182)

(570)

(68.1)

Other income (expense):

Interest expense
(133)

(112)

18.8

Interest capitalized
1

-

-

Interest income
20

6

-

Gain on sale of investments
-

158

(100.0)

Special non-operating items
-

-

-

Miscellaneous, net
(3)

(6)

(50.0)

(115)

46

-

Loss before reorganization items, income taxes

and equity in earnings of affiliates
(297)

(524)

(43.3)

Reorganization items, net
(16,607)

(222)

-

Loss before income taxes and equity in earnings of affiliates
(16,904)

(746)

-

Credit for income taxes
-

-

-

Loss before equity in earnings of affiliates
(16,904)

(746)

-

Equity in earnings of affiliates
-

5

(100.0)

Net loss
$ (16,904)

$ (741)

-

Loss per share, basic
$ (145.47)

$ (6.39)

Weighted average shares
116.2

116.2

_____________

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) Twelve Months Ended December 31

2005 2004 % Change

Operating revenues:

Passenger - United Airlines
$ 12,914

$ 12,542

3.0

- Regional Affiliates
2,429

1,931

25.8

Cargo
729

704

3.6

Other operating revenues
1,307

1,214

7.7

17,379

16,391

6.0

Operating expenses:

Aircraft fuel
4,032

2,943

37.0

Salaries and related costs
4,027

5,006

(19.6)

Regional affiliates
2,746

2,425

13.2

Purchased services
1,524

1,462

4.2

Landing fees and other rent
915

964

(5.1)

Aircraft maintenance
881

747

17.9

Depreciation and amortization
856

874

(2.1)

Cost of sales
685

709

(3.4)

Aircraft rent
402

533

(24.6)

Commissions
305

305

-

Special operating items
18

-

-

Other operating expenses
1,207

1,277

(5.5)

17,598

17,245

2.0

Loss from operations
(219)

(854)

(74.4)

Other income (expense):

Interest expense
(482)

(449)

7.3

Interest capitalized
(3)

1

-

Interest income
38

25

52.0

Gain on sale of investments
-

158

(100.0)

Special non-operating items
-

5

(100.0)

Miscellaneous, net
87

(1)

-

(360)

(261)

37.9

Loss before reorganization items, income taxes and

equity in earnings of affiliates
(579)

(1,115)

(48.1)

Reorganization items, net
(20,601)

(611)

-

Loss before income taxes and equity in earnings of affiliates
(21,180)

(1,726)

-

Credit for income taxes
-

-

-

Loss before equity in earnings of affiliates
(21,180)

(1,726)

-

Equity in earnings of affiliates
4

5

(20.0)

Net loss
$ (21,176)

$ (1,721)

-

Loss per share, basic
$ (182.29)

$ (15.25)

Weighted average shares
116.2

113.5

_____________

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 largely non-cash reorganization items:

Three Months Ended December 31, Twelve Months Ended December 31,

(In millions) 2005 2004 2005 2004

Pension-related charges
$ 7,880

$ 152

$ 8,925

$ 152

Employee-related charges
6,506

6

6,529

13

Aircraft claim charges
810

29

3,005

341

Municipal bond charges
406

-

688

-

Contract rejection charges
262

-

523

-

Retiree-related charges
652

-

652

-

Professional fees
96

37

230

160

Impairment on lease certificates
-

-

134

-

Aircraft refinance adjustments
(1)

-

(60)

-

Other
(4)

(2)

(25)

(55)

$ 16,607

$ 222

$ 20,601

$ 611

Pension-related charges are predominantly non-cash and include a final settlement with the Pension Benefit Guaranty Corporation and curtailment and net settlement losses as a result of the termination of several defined benefit pension plans.

Employee-related charges are predominantly non-cash costs and include the Company's estimated value of the deemed claim that each union labor group will receive upon exit from bankruptcy. The value is based upon the cost savings provided by each union labor group during the bankruptcy process.

Aircraft claim charges include the Company's estimate of claims incurred as a result of the rejection of certain aircraft leases and return of aircraft as part of the bankruptcy process, together with certain claims resulting from the modification of other aircraft financings in bankruptcy.

Municipal bond charges include the Company's estimate of claims incurred as a result of certain restructured municipal bond obligations, together with certain claims resulting from the rejection and litigation of other municipal bond obligations.

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 and regional carrier contracts.

Retiree-related charges are non-cash costs that include the Company's estimate of claims incurred as a result of an agreement reached to modify the medical and life insurance benefits for individuals who had retired from United prior to July of 2003.

In the third quarter of 2005, the Company agreed to cancel certain EETC certificates that were held by a related party in accordance with the term sheets reached with certain aircraft financiers. Accordingly, the Company recorded a non-cash charge in the amount of $134 million for principal and interest on such cancelled certificates. In addition, the Company recorded adjustments retroactively for aircraft rent and interest expense in the amount of $59 million to reflect the revised financing terms.

(3) Special operating items:

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 the fourth quarter of 2004, the Company recognized a charge of $47 million for its frequent flyer mileage program due to higher costs associated with expected mileage redemptions on other airline partners. In addition, in the first quarter of 2004, the Company recorded a $60 million special operating item in connection with an adjustment to passenger revenue.

Special non-operating items:

In the third quarter of 2004, the Company recorded a gain of $18 million from the sale of its pre-petition claim against Air Canada in connection with their bankruptcy related to the Company's equity interest in three Airbus A330 aircraft leased to Air Canada. In addition, in the first quarter of 2004, the Company recorded a $13 million special non-operating charge as a result of the write-down of the non-operating B767-200s to net realizable value.

(4) Included in UAL's operating loss are the results of its wholly owned subsidiary United Aviation Fuels Corporation ("UAFC").

Three Months
Ended
December 31, % Twelve Months Ended
December 31, %

UAFC (in millions) 2005 2004 Change 2005 2004 Change

Other operating revenues
$ 117

$ 72

62.5

$ 343

$ 408

(15.9)

Cost of sales
115

81

42.0

336

430

(21.9)

Income/(loss) from operations
$ 2

$ (9)

-

$ 7

$ (22)

-

(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) During the fourth quarter of 2004, the Company sold its investment in Orbitz for cash proceeds of approximately $185 million and recognized a gain of $158 million.

(7) UAL's results of operations include aircraft fuel expense for both United mainline jet operations and regional affiliates. Aircraft fuel expense incurred as a result of the Company's regional affiliates' operations is reflected in the Regional Affiliates operating expenses. In accordance with UAL's agreement with its regional affiliates, these costs are incurred by the Company.

Year-Over-Year Impact of Fuel Expense

United Mainline and Regional Affiliate Jet Operations

Three Months Ended December 31, % Twelve Months Ended December 31, %

2005 2004 Change +/- Change 2005 2004 Change +/- Change

GAAP mainline fuel expense (in millions)
$ 1,166

$ 842

$ 324

38.5

$ 4,032

$ 2,943

$ 1,089

37.0

Regional affiliates fuel expense (in millions)
203

130

73

56.2

709

427

282

66.0

United system fuel expense (in millions)
$ 1,369

$ 972

$ 397

40.8

$ 4,741

$ 3,370

$ 1,371

40.7

Mainline fuel consumption (in gallons/millions)
558

581

(23)

(4.0)

2,250

2,349

(99)

(4.2)

Regional affiliates fuel consumption (in gallons/millions)
87

77

10

13.0

353

296

57

19.3

United system fuel consumption (in gallons/millions)
645

658

(13)

(2.0)

2,603

2,645

(42)

(1.6)

Mainline average jet fuel price per gallon
$ 2.09

$ 1.45

$ 0.64

44.1

$ 1.79

$ 1.25

$ 0.54

43.2

Regional affiliates average jet fuel price per gallon
$ 2.33

$ 1.69

$ 0.64

37.9

$ 2.01

$ 1.44

$ 0.57

39.6

United system average jet fuel price per gallon
$ 2.12

$ 1.48

$ 0.64

43.2

$ 1.82

$ 1.27

$ 0.55

43.3

(8) 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 the Company's core business and on-going financial performance and trends by excluding special and reorganization items for comparative purposes. Statistical information is for United mainline jet operations only.

Three Months Ended December 31, Twelve Months Ended December 31,

In Millions EPS In Millions EPS

2005 2004 2005 2004 2005 2004 2005 2004

GAAP net loss
$(16,904)

$ (741)

$(145.47)

$ (6.39)

$ (21,176)

$ (1,721)

$(182.29)

$ (15.25)

Adjusted for:

Reorganization items, net
16,607

222

142.89

1.91

20,601

611

177.26

5.38

Special operating items
-

47

-

0.40

18

(13)

0.15

(0.12)

Special non-operating items
-

-

-

-

-

(5)

-

(0.05)

Net loss excluding reorganization and special items
(297)

(472)

(2.58)

(4.08)

(557)

(1,128)

(4.88)

(10.04)

Gain on sale of investment
-

(158)

-

(1.35)

-

(158)

-

(1.38)

Net loss excluding reorganization, special and

other items
$ (297)

$ (630)

$ (2.58)

$ (5.43)

$ (557)

$ (1,286)

$ (4.88)

$ (11.42)

Three Months Ended December 31, % Twelve Months Ended December 31, %

Cost per asm - CASM (cents) 2005 2004 Change 2005 2004 Change

GAAP mainline operating expense per asm
11.13

10.72

3.8

10.59

10.20

3.8

Less: Special operating items
-

0.13

(100.0)

0.02

0.04

(50.0)

Mainline operating expense per asm excluding

special operating items
11.13

10.59

5.1

10.57

10.16

4.0

Less: UAFC^(a)
0.33

0.23

43.5

0.24

0.29

(17.2)

Mainline operating expense per asm excluding

special operating items and UAFC
10.80

10.36

4.2

10.33

9.87

4.7

Less: fuel expense
3.35

2.33

43.8

2.87

2.03

41.4

Mainline operating expense per asm excluding

special operating items, UAFC and fuel expense^(b)
7.45

8.03

(7.2)

7.46

7.84

(4.8)

Yield (cents)

GAAP passenger revenue per rpm
11.54

10.71

7.7

11.25

10.83

3.9

Less: revenue adjustment
-

-

-

-

0.04

(100.0)

Passenger revenue per rpm excl revenue adjustment
11.54

10.71

7.7

11.25

10.79

4.3

Operating revenue per asm - RASM (cents)

GAAP mainline operating revenue per asm
10.85

9.70

11.9

10.66

9.95

7.1

Less: revenue adjustment
-

-

-

-

0.04

(100.0)

Mainline operating revenue per asm excluding

revenue adjustment
10.85

9.70

11.9

10.66

9.91

7.6

Less: UAFC^(a)
0.34

0.20

70.0

0.25

0.28

(10.7)

Mainline operating revenue per asm excluding

revenue adjustment and UAFC
10.51

9.50

10.6

10.41

9.63

8.1

Passenger revenue per asm - PRASM (cents)

GAAP mainline passenger revenue per asm
9.28

8.31

11.7

9.20

8.63

6.6

Less: revenue adjustment
-

-

-

-

0.04

(100.0)

Mainline passenger revenue per asm excluding

revenue adjustment
9.28

8.31

11.7

9.20

8.59

7.1

(a) 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.

(b) Because the price of fuel is driven by economic and political factors not within management's control, management believes that excluding fuel cost from unit cost provides a meaningful comparative basis for investors to evaluate the Company's performance with respect to more controllable operating expenses.

UAL CORPORATION AND SUBSIDIARY COMPANIES

DEBTOR AND DEBTOR-IN-POSSESSION

Three Months Ended December 31

2005 2004 % Change

OPERATING STATISTICS

United Mainline Jet Operations

Revenue passengers (in thousands)
16,498

17,143

(3.8)

Revenue passenger miles (in millions)
27,881

27,853

0.1

Available seat miles (in millions)
34,792

36,062

(3.5)

Charter available seat miles (in millions)
98

193

(49.2)

Passenger load factor (percent)
80.1

77.2

2.9 pt.

Breakeven passenger load factor (percent)
84.7

92.0

(7.3) pt.

GAAP passenger revenue per passenger mile - yield (cents)
11.54

10.71

7.7

GAAP passenger revenue per available seat mile - PRASM (cents)
9.28

8.31

11.7

GAAP operating revenue per available seat mile - RASM (cents)
10.85

9.70

11.9

Operating revenue per available seat mile excluding UAFC - RASM (cents)
10.51

9.50

10.6

GAAP operating expense per available seat mile - CASM (cents)
11.13

10.72

3.8

Operating expenses per available seat mile excluding operating special items, UAFC

and fuel expense - CASM (cents)
7.45

8.03

(7.2)

Average price per gallon of jet fuel (cents)
208.8

145.1

43.9

Number of aircraft in operating fleet at end of period
460

497

(7.4)

Average full-time equivalent employees (thousands)
53.2

57.5

(7.5)

ASMs per equivalent employee - productivity (thousands)
654

627

4.3

Average stage length (in miles)
1,350

1,303

3.6

Revenue block hours (in thousands)
454

481

(5.6)

Plane days (in thousands)
42

46

(8.7)

Fleet utilization (in hours and minutes)
10:44

10:28

2.5

UAL CORPORATION AND SUBSIDIARY COMPANIES

DEBTOR AND DEBTOR-IN-POSSESSION

Twelve Months Ended December 31

2005 2004 % Change

OPERATING STATISTICS

United Mainline Jet Operations

Revenue passengers (in thousands)
66,803

70,914

(5.8)

Revenue passenger miles (in millions)
114,272

115,198

(0.8)

Available seat miles (in millions)
140,300

145,361

(3.5)

Charter available seat miles (in millions)
494

818

(39.6)

Passenger load factor (percent)
81.4

79.2

2.2 pt.

Breakeven passenger load factor (percent)
82.8

84.7

(1.9) pt.

GAAP passenger revenue per passenger mile - yield (cents)
11.25

10.83

3.9

Passenger revenue per passenger mile excluding revenue adjustment - yield (cents)
11.25

10.79

4.3

GAAP passenger revenue per available seat mile - PRASM (cents)
9.20

8.63

6.6

Passenger revenue per available seat mile excluding revenue adjustment - PRASM (cents)
9.20

8.59

7.1

GAAP operating revenue per available seat mile - RASM (cents)
10.66

9.95

7.1

Operating revenue per available seat mile excluding revenue adjustment - RASM (cents)
10.66

9.91

7.6

Operating revenue per available seat mile excluding revenue adjustment and

UAFC - RASM (cents)
10.41

9.63

8.1

GAAP operating expense per available seat mile - CASM (cents)
10.59

10.20

3.8

Operating expenses per available seat mile excluding operating special items, UAFC

and fuel expense - CASM (cents)
7.46

7.84

(4.8)

Average price per gallon of jet fuel (cents)
179.2

125.3

43.0

Number of aircraft in operating fleet at end of period
460

497

(7.4)

Average full-time equivalent employees (thousands)
55.0

58.9

(6.6)

ASMs per equivalent employee - productivity (thousands)
2,551

2,468

3.4

Average stage length (in miles)
1,368

1,293

5.8

Revenue block hours (in thousands)
1,833

1,957

(6.3)

Plane days (in thousands)
169

190

(11.1)

Fleet utilization (in hours and minutes)
10:52

10:19

5.3

EX-99.2 4 decmor.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
December 1, 2005 THROUGH December 31, 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
December 1, 2005 THROUGH December 31, 2005




DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007




DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 6238064)
	KIRKLAND & ELLIS
	200 East Randolph Street
	Chicago, IL 60601
	(312) 861-2000 (telephone)
	(312) 861-2200 (facsimile)
	Counsel for the Debtors and Debtors In Possession




REPORT PREPARER:	UAL Corporation et al



I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.



Dated: January 27, 2006	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 December 31, 2005
($ amounts in 000's)


		UAL ¹
		CONSOLIDATING

Total operating revenues		1,490,513

Total operating expenses		1,612,470

Earnings (loss) from operations		(121,957)



Non-operating income (expenses):
Net interest expense		(55,772)
Other income (expenses), net:		17,274
Total non-operating income (expenses):		(38,498)



Net Earnings (loss) before Reorganization items		(160,455)


Reorganization Expenses		(15,863,774)

Net earnings (loss)		(16,024,229)






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

BEGINNING BALANCE (ending balance November 30, 2005)
Operating Accounts - DOM				$28,681,378
Operating Accounts - INT				$58,746,362
London Overnight Investment Balance				$1,714,779
Liquidity Pool				$1,910,481,281
Restricted Cash ³				$958,588,703
Subsidiaries:
a. Mileage Plus, Inc.				$407,744
b. Premier Meeting and Travel Services, Inc.				$0
c. MyPoints.com, Inc.				$11,524,246
d. Confetti d/b/a Ameniti Travel Clubs, Inc.				$876,375
e. Domicile Management Services, Inc.				$86,858
f. UAL Loyalty Services, Inc.				$344,249
g. United Aviation Fuel Corporation				$1,458,213
				$2,972,910,187
TOTAL BEGINNING BALANCE

RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,234,939,172
2. Other receipts ⁴			$61,603,011

TOTAL RECEIPTS		(A)	$1,296,542,183


DISBURSEMENTS (Summary of all accounts):
1. Net payroll ⁵
a. Officers			$695,239
b. Non-Officer			$157,169,899

2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings			$54,663,753
b. State income tax w/held			$7,449,002
c. State sales or use tax			$103,719
d. Other ⁶			$137,991,364

3. Necessary Operational Disbursements ⁷
a. Operating Disbursements (net of Intercompany disbursements)			$1,207,752,805
b. Transferred to escrows / restricted cash			2,125,477

TOTAL DISBURSEMENTS		(B)	$1,567,951,257


NET RECEIPTS (Line (A) less Line (B))				($271,409,074)

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)				$2,701,501,113

Bank One Overnight Investment Account (month over month change) ⁸				($107,732)

TOTAL ENDING BALANCE ⁹				$2,701,393,381

Check

ENDING BALANCE (as of December 31, 2005)
Operating Accounts - DOM			$50,526,885
Operating Accounts - INT			$60,031,334
London Overnight Investment			$4,082,150
Liquidity Pool			$1,645,820,958
Restricted Cash ³			$926,805,717
Subsidiaries:
Mileage Plus, Inc.			$345,302
MyPoints.com, Inc.			$11,079,543
Confetti d/b/a Ameniti Travel Clubs, Inc.			$747,220
Domicile Management Services, Inc.			$459,428
UAL Loyalty Services, Inc.			$1,050,876
United Aviation Fuel Corporation			$443,968

TOTAL ENDING BALANCE			$2,701,393,381

^{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 December 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

1,111,451,717

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

196,190,641

International Operational Receipts ²

BEG BALANCE (LESS) ENDING BALANCE

73,995,657

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,381,638,016

( A )

Debtor-In-Possession Financing

( B )

Other Non-Operational Receipts ³

SEE FOOTNOTE BELOW

61,603,011

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statements)

1,443,241,026

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES⁴

146,698,844

( D )

NET RECEIPTS

$1,296,542,183

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,234,939,172

(A-D )

Other receipts

61,603,011

( B )

$1,296,542,183

^{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 $72,123,239.}

^{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							1,105,756,513

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

International Operational Receipts				BEG BALANCE (LESS) ENDING BALANCE								$73,408,211
				PLUS NET REPATRIATION
Total Operational Receipts				TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY								1,179,164,724

Debtor-In-Possession Financing												-

Other Non-Operational Receipts ²						SEE FOOTNOTE BELOW						$61,513,567

Less, Non-filing entities							NONE FOR THIS PERIOD					-





								GROSS RECEIPTS				1,240,678,291

								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.				-
								United Aviation Fuels Corporation				5,950,000
								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										5,950,000



			NET RECEIPTS								$1,234,728,291



^{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.}

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)

9,859,195

Total Non-Bank One Receipts

9,859,195

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

9,859,195

Other Non-Operational Receipts

INCLUDES INTEREST INCOME,
PROCEEDS OF ASSET SALES, etc.

91,841

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

9,951,036

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES²

NET RECEIPTS

9,951,036

BANK STATEMENT RECONCILIATION:

Beginning Balance

$11,524,246

Receipts

9,951,036

Disbursements

(10,395,739)

Reconciled Ending Balance

$11,079,543

Reported Ending Balance

$11,079,543

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

1,259,925

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

1,259,925

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)

1,259,925

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

1,248,844

NET RECEIPTS

11,082

BANK STATEMENT RECONCILIATION:

Beginning Balance

$876,375

Receipts

1,259,925

Disbursements

(1,389,081)

Reconciled Ending Balance

$747,220

Reported Ending Balance

$747,220

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.}

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

14,829

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

2,114,829

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)

2,114,829

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

2,114,829

BANK STATEMENT RECONCILIATION:

Beginning Balance

$407,744

Receipts

2,114,829

Disbursements

(2,177,272)

Reconciled Ending Balance

$345,302

Reported Ending Balance

$345,302

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

Domestic Operational Receipts

NORTHERN TRUST COMPANY

184,231,446

Total Non-Bank One Receipts

184,231,446

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

184,231,446

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)

184,231,446

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

139,500,000

(Provide detail above)

NET RECEIPTS

44,731,446

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,458,213

Receipts

184,231,446

Disbursements

(185,245,691)

Reconciled Ending Balance

$443,968

Reported Ending Balance

$443,968

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

4,420,450

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

4,420,450

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)

4,420,450

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

4,420,450

BANK STATEMENT RECONCILIATION:

Beginning Balance

$344,249

Receipts

4,420,450

Disbursements

(3,713,823)

Reconciled Ending Balance

$1,050,876

Reported Ending Balance

$1,050,876

Difference

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule G for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

119.56

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

12/31/05

587,446

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

587,446

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(2,398)

Less, Non-filing entities

NONE FOR THIS PERIOD

GROSS RECEIPTS (tie to bank statement)

585,048

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES¹

NET RECEIPTS

585,048

BANK STATEMENT RECONCILIATION:

Beginning Balance

$86,858

Receipts

585,048

Disbursements

(212,478)

Reconciled Ending Balance

$459,428

Reported Ending Balance

$459,428

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

695,239

( A )

xxx

PAYROLL NON-OFFICER

157,169,899

( B )

AVIATION FUEL ²

(SEE FUEL SUMMARY BELOW)

511,044,652

CATERING

29,917,780

RECURRING RENT

36,113,236

GENERAL PAYABLES

667,309,744

INSURANCE

37,405,723

LANDING FEES

25,181,765

xxx

OTHER

47,478,748

SUBTOTAL EXCLUDING PAYROLL

1,354,451,648

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,512,316,786

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ³

146,698,844

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

54,663,753

b. State income tax w/held

7,449,002

c. State sales or use tax

103,719

d. Other ⁴

137,991,364

TOTAL TAXES

200,207,837

( E )

NET MONTHLY DISBURSEMENTS

$ 1,565,825,780

Forward to MOR Summary:

Officers Payroll

695,239

( A )

Non-Officer Payroll

157,169,899

( B )

Taxes

200,207,837

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,207,752,805

(C-D)

Sub Total

$ 1,565,825,780

Transferred to escrows / restricted cash

2,125,477

Total Amount to Transfer to MOR Summary

$ 1,567,951,257

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

^{2
Fuel
Summary:}

UAFC Fuel Disbursements

185,245,691

United Fuel Disbursements

325,798,961

Total Fuel Disbursements

511,044,652

Less: Intercompany Transfers

(145,450,000)

Fuel Disbursements

$ 365,594,652

^{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

27,341

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

27,341

GROSS DISBURSEMENTS (tie to bank statement)

27,341

(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

27,341

^{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						695,239
xxx	PAYROLL NON-OFFICER						155,319,604

04	AVIATION FUEL				(Includes intercompany transfer to UAFC, see below)			325,798,961
06	CATERING							29,917,780
03	RECURRING RENT							36,113,236
01	GENERAL PAYABLES							651,828,836
17	INSURANCE							36,940,784
18	LANDING FEES							25,181,765
xxx	OTHER ²							47,478,748

	SUBTOTAL EXCLUDING PAYROLL						1,153,260,110



			GROSS DISBURSEMENTS (tie to bank statement)				1,309,274,952

			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
			MyPoints.com, Inc.				-
			Premier Meeting and Travel Services, Inc.				-
			Confetti				1,248,844
			Mileage Plus, Inc.				-
			United Aviation Fuels Corporation				139,500,000
			UAL Loyalty Services, Inc.				-
			Domicile Management Services, Inc.				-
			TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES³				140,748,844

			TAXES:
				a. Federal Income Tax and FICA withholdings			54,393,299
				b. State income tax w/held			7,430,923
				c. State sales or use tax			103,477
				d. Other (specify) ⁴			137,911,411
			TOTAL TAXES				199,839,110




			NET MONTHLY DISBURSEMENTS				$ 1,368,365,218

^{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

3,713,823

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

3,713,823

GROSS DISBURSEMENTS (tie to bank statement)

3,713,823

(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

$ 3,713,823

^{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

765,212

AVIATION FUEL

CATERING

RECURRING RENT

GENERAL PAYABLES

9,630,528

INSURANCE

LANDING FEES

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

9,630,528

GROSS DISBURSEMENTS (tie to bank statement)

10,395,739

(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

$ 10,395,739

^{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							96,039

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							1,250,928
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER							-

	SUBTOTAL EXCLUDING PAYROLL							1,250,928



			GROSS DISBURSEMENTS (tie to bank statement)					1,346,966


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹					-

			TAXES:
				a. Federal Income Tax and FICA withholdings				42,114
				b. State income tax w/held				-
				c. State sales or use tax				-
				d. Other ²				-
			TOTAL TAXES					42,114


			NET MONTHLY DISBURSEMENTS					1,389,081


^{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 December 31, 2005.}
^{2 Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

PREMIER MEETING AND TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 5578531

(see schedule 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

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
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 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						185,245,691
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						-
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						185,245,691



			GROSS DISBURSEMENTS (tie to bank statement)				185,245,691


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				5,950,000

			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				$ 179,295,691

^{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:		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						249,136
17	INSURANCE						-
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						249,136



			GROSS DISBURSEMENTS (tie to bank statement)				249,136


			(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				249,136



^{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						949,590

04	AVIATION FUEL						-
06	CATERING						-
03	RECURRING RENT						-
01	GENERAL PAYABLES						436,372
17	INSURANCE						464,939
18	LANDING FEES						-
xxx	OTHER						-

	SUBTOTAL EXCLUDING PAYROLL						901,311



			GROSS DISBURSEMENTS (tie to bank statement)				1,850,901


			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES ¹				-

			TAXES:
				a. Federal Income Tax and FICA withholdings			228,339
				b. State income tax w/held			18,079
				c. State sales or use tax			-
				d. Other ²			79,953
			TOTAL TAXES				326,371


			NET MONTHLY DISBURSEMENTS				$ 2,177,272



^{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 December 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		UNITED VACATIONS, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule 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 December 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		FOUR STAR LEASING, INC. ¹			ACCTS:	List Accounts per attached list
						(see schedule 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 December 31, 2005.}
^{2Transfers in this section represent direct payments from / to various subsidiaries or affiliate companies. These amounts do not reflect payments made or received on behalf of a related subsidiary or affiliate entity.}
^{3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.}

					BANK
ENTITY:		AIR WISCONSIN, INC. ¹			ACCTS:	See Schedule 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							39,455

04	AVIATION FUEL							-
06	CATERING							-
03	RECURRING RENT							-
01	GENERAL PAYABLES							172,781
17	INSURANCE							-
18	LANDING FEES							-
xxx	OTHER

	SUBTOTAL EXCLUDING PAYROLL							172,781



			GROSS DISBURSEMENTS (tie to bank statement)					212,236


			(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				242
				d. Other ²				-
			TOTAL TAXES					242


			NET MONTHLY DISBURSEMENTS					$ 212,478


^{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 December 31, 2005

/s/ Kathryn A. Mikells

Signature

Kathryn A. Mikells

Vice President-Treasurer

Print Name and Title

1/23/06

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

V.P. & Controller

Print Name and Title

1/23/06

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	12/1/06	110,000
US BANK	AIRCRAFT	12/1/06	5,760,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/1/06	475,000
WILMINGTON TRUST COMPANY	AIRCRAFT	12/1/06	245,000
SOCIETE GENERALE PARIS	AIRCRAFT	12/1/06	75,000
BAYERISCHE LAANDESBANK	AIRCRAFT	12/1/06	1,125,000
US BANK	AIRCRAFT	12/2/06	85,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/2/06	357,692
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/2/06	598,609
US BANK	AIRCRAFT	12/5/06	424,444
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/5/06	1,748,000
RBS AEROSPACE LIMITED	AIRCRAFT	12/6/06	85,000
US BANK	AIRCRAFT	12/6/06	170,000
IAE	AIRCRAFT	12/8/06	1,620,000
RBS AEROSPACE LIMITED	AIRCRAFT	12/8/06	85,000
WILMINGTON TRUST COMPANY	AIRCRAFT	12/8/06	700,000
AIE VI	AIRCRAFT	12/9/06	3,630,000
WILMINGTON TRUST COMPANY	AIRCRAFT	12/9/06	483,639
US BANK	AIRCRAFT	12/12/06	760,889
WILMINGTON TRUST COMPANY	AIRCRAFT	12/12/06	800,000
US BANK	AIRCRAFT	12/13/06	427,556
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/15/06	4,000,000
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	12/19/06	130,000
US BANK	AIRCRAFT	12/19/06	270,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/19/06	505,193
WILMINGTON TRUST COMPANY	AIRCRAFT	12/19/06	409,807
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/19/06	5,694,850
Heladeff	AIRCRAFT	12/19/06	3,872,688
Heladeff	AIRCRAFT	12/19/06	1,572,471
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/20/06	350,000
Heladeff	AIRCRAFT	12/20/06	971,074
US BANK	AIRCRAFT	12/21/06	160,000
US BANK	AIRCRAFT	12/23/06	425,000
WILMINGTON TRUST COMPANY	AIRCRAFT	12/23/06	170,000
US BANK	AIRCRAFT	12/27/06	1,591,935
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/27/06	1,050,000
WILMINGTON TRUST COMPANY	AIRCRAFT	12/27/06	160,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/28/06	675,000
US BANK	AIRCRAFT	12/29/06	90,000
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/29/06	6,002,564
WILMINGTON TRUST COMPANY	AIRCRAFT	12/29/06	85,000
Cumberland Lease Corp	AIRCRAFT	12/30/06	95,000
Mizuho Corporate Bank	AIRCRAFT	12/30/06	650,000
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	12/30/06	2,340,000
US BANK	AIRCRAFT	12/30/06	41,942,159
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/30/06	9,658,364
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	12/30/06	2,580,695
WILMINGTON TRUST COMPANY	AIRCRAFT	12/30/06	430,000
CIT GROUP	AIRCRAFT	12/30/06	135,000
UT Finance	ENGINE	12/30/06	195,447
SOCIETE GENERALE PARIS	AIRCRAFT	12/30/06	2,729,974
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/30/06	3,278,426
EXPORT DEVELOPMENT CORPORATION	AIRCRAFT	12/30/06	1,349,835
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	12/30/06	960,000
SMBC	AIRCRAFT	12/30/06	1,750,000
BNP PARIBAS PARIS	AIRCRAFT	12/30/06	3,537,550
Soc Gen	AIRCRAFT	12/30/06	202,559
SA Calif Eur	AIRCRAFT	12/30/06	20,492

			119,806,912

SCHEDULE E - Professional Payments ¹

	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID

	Babcock & Brown	$ 82,500	$ 82,500
	Bain & Company (OCP)	565,400	565,400
	Cognizant Associates	22,384	22,384
	GCW Consulting	308,942	308,942
	Huron Consulting Group	857,272	857,272
	Jenner & Block	21,857	21,857
	Kirkland & Ellis	2,279,691	2,279,691
	Leaf Group	34,432	34,432
	Marr Hipp Jones & Wang	696	696
	Mayer, Brown	68,754	68,754
	MBT & LeBoeuf	15,720	15,720
	Mercer Management Consulting	81,395	81,395
	Mesirow Financial Consulting	358,424	358,424
	Piper Rudnick	28,716	28,716
	Poorman Douglas	411,948	411,948
	Rothschild	245,027	245,027
	Saybrook Capital	185,364	185,364
	Sonnenschein	1,193,611	1,193,611
	Sperling & Slater	167,469	167,469
	Vedder Price	508,950	508,950
	Committee of Unsecured Creditors	8,517	8,517







	Total	$ 7,447,068	$ 7,447,068



	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy
¹	Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in December 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

$915,505,814

$839,175,458

$828,819,973

$10,355,485

Add: sales on account

$1,341,548,659

Less: collections

($1,425,463,971)

Less: Write-offs and Clearing

($2,770,529)

End of month balance

$828,819,973

0 - 30
Days²

31 - 60
Days²

61 - 90
Days²

Over 90
Days ²

End of Month Total

$712,015,556

$55,525,626

$10,911,301

$50,367,490

$828,819,973

^{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

$393,653,000

$371,819,000

$368,321,000

$3,498,000

Add: credit extended

$1,408,456,041

Less: payments on account

($1,433,788,041)

End of month balance

$368,321,000

0 - 30
Days ³

31 - 60 Days ²

61 - 90 Days ²

Over 90 Days ²

End of Month Total

$361,546,053

$4,614,562

$2,160,385

$368,321,000

^{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.

-----END PRIVACY-ENHANCED MESSAGE-----

Item 2.02	Results of Operation and Financial Condition

On January 27, 2006, UAL Corporation (the "Company") issued a press release announcing its financial results for the fourth quarter and full year 2005. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01	Regulation FD Disclosure.

On January 27, 2006, UAL Corporation filed its monthly operating report for the period December 1, 2005 through December 31, 2005 with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.2.

Item 9.01			Financial Statements and Exhibits.

(c)	Exhibits	Description

	99.1	Press Release
	99.2	Monthly Operating Report of UAL Corporation for the period December 1, 2005 through December 31, 2005

Exhibit No.	Description
99.1*	Press Release
99.2*	Monthly Operating Report of UAL Corporation for the period December 1, 2005 through December 31, 2005

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 December 31
	2005	2004	% Change
Operating revenues:
Passenger - United Airlines	$ 3,230	$ 2,995	7.8
- Regional Affiliates	611	490	24.7
Cargo	203	218	(6.9)
Other operating revenues	342	285	20.0
	4,386	3,988	10.0
Operating expenses:
Aircraft fuel	1,166	842	38.5
Salaries and related costs	934	1,271	(26.5)
Regional affiliates	694	693	0.1
Purchased services	405	369	9.8
Aircraft maintenance	236	185	27.6
Depreciation and amortization	236	213	10.8
Landing fees and other rent	222	254	(12.6)
Cost of sales	205	156	31.4
Aircraft rent	86	129	(33.3)
Commissions	78	65	20.0
Special operating items	-	-	-
Other operating expenses	306	381	(19.7)
	4,568	4,558	0.2

Loss from operations	(182)	(570)	(68.1)

Other income (expense):
Interest expense	(133)	(112)	18.8
Interest capitalized	1	-	-
Interest income	20	6	-
Gain on sale of investments	-	158	(100.0)
Special non-operating items	-	-	-
Miscellaneous, net	(3)	(6)	(50.0)
	(115)	46	-

Loss before reorganization items, income taxes
and equity in earnings of affiliates	(297)	(524)	(43.3)
Reorganization items, net	(16,607)	(222)	-

Loss before income taxes and equity in earnings of affiliates	(16,904)	(746)	-
Credit for income taxes	-	-	-

Loss before equity in earnings of affiliates	(16,904)	(746)	-
Equity in earnings of affiliates	-	5	(100.0)
Net loss	$ (16,904)	$ (741)	-


Loss per share, basic	$ (145.47)	$ (6.39)

Weighted average shares	116.2	116.2
_____________
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 largely non-cash reorganization items:
										Three Months Ended December 31,														Twelve Months Ended December 31,
	(In millions)									2005							2004							2005						2004
	Pension-related charges									$ 7,880							$ 152						$ 8,925							$ 152
	Employee-related charges									6,506							6							6,529						13
	Aircraft claim charges									810							29							3,005						341
	Municipal bond charges									406							-							688						-
	Contract rejection charges									262							-							523						-
	Retiree-related charges									652							-							652						-
	Professional fees									96							37							230						160
	Impairment on lease certificates									-							-							134						-
	Aircraft refinance adjustments									(1)							-							(60)						-
	Other									(4)							(2)							(25)						(55)
										$ 16,607							$ 222						$ 20,601							$ 611

	Pension-related charges are predominantly non-cash and include a final settlement with the Pension Benefit Guaranty Corporation and curtailment and net settlement losses as a result of the termination of several defined benefit pension plans.

	Employee-related charges are predominantly non-cash costs and include the Company's estimated value of the deemed claim that each union labor group will receive upon exit from bankruptcy. The value is based upon the cost savings provided by each union labor group during the bankruptcy process.

	Aircraft claim charges include the Company's estimate of claims incurred as a result of the rejection of certain aircraft leases and return of aircraft as part of the bankruptcy process, together with certain claims resulting from the modification of other aircraft financings in bankruptcy.

	Municipal bond charges include the Company's estimate of claims incurred as a result of certain restructured municipal bond obligations, together with certain claims resulting from the rejection and litigation of other municipal bond obligations.

	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 and regional carrier contracts.

	Retiree-related charges are non-cash costs that include the Company's estimate of claims incurred as a result of an agreement reached to modify the medical and life insurance benefits for individuals who had retired from United prior to July of 2003.

	In the third quarter of 2005, the Company agreed to cancel certain EETC certificates that were held by a related party in accordance with the term sheets reached with certain aircraft financiers. Accordingly, the Company recorded a non-cash charge in the amount of $134 million for principal and interest on such cancelled certificates. In addition, the Company recorded adjustments retroactively for aircraft rent and interest expense in the amount of $59 million to reflect the revised financing terms.

(3)	Special operating items:
	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 the fourth quarter of 2004, the Company recognized a charge of $47 million for its frequent flyer mileage program due to higher costs associated with expected mileage redemptions on other airline partners. In addition, in the first quarter of 2004, the Company recorded a $60 million special operating item in connection with an adjustment to passenger revenue.

	Special non-operating items:
	In the third quarter of 2004, the Company recorded a gain of $18 million from the sale of its pre-petition claim against Air Canada in connection with their bankruptcy related to the Company's equity interest in three Airbus A330 aircraft leased to Air Canada. In addition, in the first quarter of 2004, the Company recorded a $13 million special non-operating charge as a result of the write-down of the non-operating B767-200s to net realizable value.

(4)	Included in UAL's operating loss are the results of its wholly owned subsidiary United Aviation Fuels Corporation ("UAFC").

				Three Months Ended December 31,									%											Twelve Months Ended December 31,					%
	UAFC (in millions)			2005				2004					Change											2005		2004			Change
	Other operating revenues		$ 117					$ 72					62.5					$ 343								$ 408			(15.9)
	Cost of sales		115					81					42.0					336								430			(21.9)
	Income/(loss) from operations		$ 2					$ (9)					-					$ 7								$ (22)			-

(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)	During the fourth quarter of 2004, the Company sold its investment in Orbitz for cash proceeds of approximately $185 million and recognized a gain of $158 million.

(7)	UAL's results of operations include aircraft fuel expense for both United mainline jet operations and regional affiliates. Aircraft fuel expense incurred as a result of the Company's regional affiliates' operations is reflected in the Regional Affiliates operating expenses. In accordance with UAL's agreement with its regional affiliates, these costs are incurred by the Company.

					Year-Over-Year Impact of Fuel Expense
					United Mainline and Regional Affiliate Jet Operations

					Three Months Ended December 31,												%				Twelve Months Ended December 31,											%
					2005				2004					Change +/-			Change					2005				2004			Change +/-			Change
GAAP mainline fuel expense (in millions)					$ 1,166				$ 842					$ 324			38.5					$ 4,032				$ 2,943			$ 1,089			37.0
Regional affiliates fuel expense (in millions)					203				130					73			56.2					709				427			282			66.0
United system fuel expense (in millions)					$ 1,369				$ 972					$ 397			40.8					$ 4,741				$ 3,370			$ 1,371			40.7

Mainline fuel consumption (in gallons/millions)					558				581					(23)			(4.0)					2,250				2,349			(99)			(4.2)
Regional affiliates fuel consumption (in gallons/millions)					87				77					10			13.0					353				296			57			19.3
United system fuel consumption (in gallons/millions)					645				658					(13)			(2.0)					2,603				2,645			(42)			(1.6)

Mainline average jet fuel price per gallon					$ 2.09				$ 1.45					$ 0.64			44.1					$ 1.79				$ 1.25			$ 0.54			43.2
Regional affiliates average jet fuel price per gallon					$ 2.33				$ 1.69					$ 0.64			37.9					$ 2.01				$ 1.44			$ 0.57			39.6
United system average jet fuel price per gallon					$ 2.12				$ 1.48					$ 0.64			43.2					$ 1.82				$ 1.27			$ 0.55			43.3

(8)	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 the Company's core business and on-going financial performance and trends by excluding special and reorganization items for comparative purposes. Statistical information is for United mainline jet operations only.

				Three Months Ended December 31,																				Twelve Months Ended December 31,
		In Millions									EPS							In Millions										EPS
		2005					2004				2005				2004			2005							2004			2005			2004
GAAP net loss		$(16,904)					$ (741)				$(145.47)				$ (6.39)			$ (21,176)							$ (1,721)			$(182.29)			$ (15.25)
Adjusted for:
Reorganization items, net		16,607					222				142.89				1.91			20,601							611			177.26			5.38
Special operating items		-					47				-				0.40			18							(13)			0.15			(0.12)
Special non-operating items		-					-				-				-			-							(5)			-			(0.05)
Net loss excluding reorganization and special items		(297)					(472)				(2.58)				(4.08)			(557)							(1,128)			(4.88)			(10.04)

Gain on sale of investment		-					(158)				-				(1.35)			-							(158)			-			(1.38)
Net loss excluding reorganization, special and
other items		$ (297)					$ (630)				$ (2.58)				$ (5.43)			$ (557)							$ (1,286)			$ (4.88)			$ (11.42)


						Three Months Ended December 31,										%			Twelve Months Ended December 31,										%
Cost per asm - CASM (cents)						2005						2004				Change				2005							2004		Change
GAAP mainline operating expense per asm						11.13						10.72				3.8				10.59							10.20		3.8
Less: Special operating items						-						0.13				(100.0)				0.02							0.04		(50.0)
Mainline operating expense per asm excluding
special operating items						11.13						10.59				5.1				10.57							10.16		4.0

Less: UAFC^(a)						0.33						0.23				43.5				0.24							0.29		(17.2)
Mainline operating expense per asm excluding
special operating items and UAFC						10.80						10.36				4.2				10.33							9.87		4.7

Less: fuel expense						3.35						2.33				43.8				2.87							2.03		41.4
	Mainline operating expense per asm excluding
special operating items, UAFC and fuel expense^(b)						7.45						8.03				(7.2)				7.46							7.84		(4.8)

Yield (cents)
GAAP passenger revenue per rpm						11.54						10.71				7.7				11.25							10.83		3.9
Less: revenue adjustment						-						-				-				-							0.04		(100.0)
Passenger revenue per rpm excl revenue adjustment						11.54						10.71				7.7				11.25							10.79		4.3

Operating revenue per asm - RASM (cents)
	GAAP mainline operating revenue per asm					10.85						9.70				11.9				10.66							9.95		7.1
Less: revenue adjustment						-						-				-				-							0.04		(100.0)
Mainline operating revenue per asm excluding
revenue adjustment						10.85						9.70				11.9				10.66							9.91		7.6

Less: UAFC^(a)						0.34						0.20				70.0				0.25							0.28		(10.7)
Mainline operating revenue per asm excluding
revenue adjustment and UAFC						10.51						9.50				10.6				10.41							9.63		8.1

Passenger revenue per asm - PRASM (cents)
GAAP mainline passenger revenue per asm						9.28						8.31				11.7				9.20							8.63		6.6
Less: revenue adjustment						-						-				-				-							0.04		(100.0)
Mainline passenger revenue per asm excluding
revenue adjustment						9.28						8.31				11.7				9.20							8.59		7.1

	(a) 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.

	(b) Because the price of fuel is driven by economic and political factors not within management's control, management believes that excluding fuel cost from unit cost provides a meaningful comparative basis for investors to evaluate the Company's performance with respect to more controllable operating expenses.

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


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

Revenue passengers (in thousands)	16,498	17,143	(3.8)

Revenue passenger miles (in millions)	27,881	27,853	0.1

Available seat miles (in millions)	34,792	36,062	(3.5)

Charter available seat miles (in millions)	98	193	(49.2)

Passenger load factor (percent)	80.1	77.2	2.9 pt.

Breakeven passenger load factor (percent)	84.7	92.0	(7.3) pt.

GAAP passenger revenue per passenger mile - yield (cents)	11.54	10.71	7.7

GAAP passenger revenue per available seat mile - PRASM (cents)	9.28	8.31	11.7

GAAP operating revenue per available seat mile - RASM (cents)	10.85	9.70	11.9

Operating revenue per available seat mile excluding UAFC - RASM (cents)	10.51	9.50	10.6

GAAP operating expense per available seat mile - CASM (cents)	11.13	10.72	3.8

Operating expenses per available seat mile excluding operating special items, UAFC
and fuel expense - CASM (cents)	7.45	8.03	(7.2)

Average price per gallon of jet fuel (cents)	208.8	145.1	43.9

Number of aircraft in operating fleet at end of period	460	497	(7.4)

Average full-time equivalent employees (thousands)	53.2	57.5	(7.5)

ASMs per equivalent employee - productivity (thousands)	654	627	4.3

Average stage length (in miles)	1,350	1,303	3.6

Revenue block hours (in thousands)	454	481	(5.6)

Plane days (in thousands)	42	46	(8.7)

Fleet utilization (in hours and minutes)	10:44	10:28	2.5

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


Twelve Months Ended December 31
	2005	2004	% Change
OPERATING STATISTICS
United Mainline Jet Operations

Revenue passengers (in thousands)	66,803	70,914	(5.8)

Revenue passenger miles (in millions)	114,272	115,198	(0.8)

Available seat miles (in millions)	140,300	145,361	(3.5)

Charter available seat miles (in millions)	494	818	(39.6)

Passenger load factor (percent)	81.4	79.2	2.2 pt.

Breakeven passenger load factor (percent)	82.8	84.7	(1.9) pt.

GAAP passenger revenue per passenger mile - yield (cents)	11.25	10.83	3.9

Passenger revenue per passenger mile excluding revenue adjustment - yield (cents)	11.25	10.79	4.3

GAAP passenger revenue per available seat mile - PRASM (cents)	9.20	8.63	6.6

Passenger revenue per available seat mile excluding revenue adjustment - PRASM (cents)	9.20	8.59	7.1

GAAP operating revenue per available seat mile - RASM (cents)	10.66	9.95	7.1

Operating revenue per available seat mile excluding revenue adjustment - RASM (cents)	10.66	9.91	7.6

Operating revenue per available seat mile excluding revenue adjustment and
UAFC - RASM (cents)	10.41	9.63	8.1

GAAP operating expense per available seat mile - CASM (cents)	10.59	10.20	3.8

Operating expenses per available seat mile excluding operating special items, UAFC
and fuel expense - CASM (cents)	7.46	7.84	(4.8)

Average price per gallon of jet fuel (cents)	179.2	125.3	43.0

Number of aircraft in operating fleet at end of period	460	497	(7.4)

Average full-time equivalent employees (thousands)	55.0	58.9	(6.6)

ASMs per equivalent employee - productivity (thousands)	2,551	2,468	3.4

Average stage length (in miles)	1,368	1,293	5.8

Revenue block hours (in thousands)	1,833	1,957	(6.3)

Plane days (in thousands)	169	190	(11.1)

Fleet utilization (in hours and minutes)	10:52	10:19	5.3