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: February 26, 2004
(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)

Item 5.            Other Events

On February 26, 2004, UAL Corporation filed its monthly operating report for the period January 1, 2004, through January 31, 2004, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1.

We have also attached as Exhibit 99.2 a press release issued in connection with the filing of the monthly operating report.
 
 
 
 

Item 7.             Financial Statements and Exhibits.
 

(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period January 1, 2004, through January 31, 2004
	99.2	Press Release

 
 
 
 
 
 
 
 

SIGNATURES

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

 
 

Dated:  February 25, 2004

                                                                                                                      Exhibit 99.1
 
 

IN RE:	CHAPTER 11
UAL CORPORATION, ET AL.		CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
JANUARY 1, 2004 THROUGH JANUARY 31, 2004
1 The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing
subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not
purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements
filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been
made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to
amend their MOR as necessary.

 
 
 
 

IN RE:	CHAPTER 11
UAL CORPORATION ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
JANUARY 1, 2004 THROUGH JANUARY 31, 2004
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: 2/25/04	DEBTOR-IN-POSSESSION
Print Name/Title:
Signature:
Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007
Phone:

 
 
 
 

I.

Table of Contents

II.

UAL Corporation, et al. Unaudited Financial Statements

A.

Condensed Consolidating Statement of Operations (Discloses only filing entities)

B.

Statements of Consolidated Financial Position (Form 10Q to be filed by May 15, 2004)

C.

Statements of Consolidated Cash Flows (Form 10Q to be filed by May 15, 2004)

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-1
5		Confetti Inc.		X-4
6		Mileage Plus Holdings, Inc.		X-4
7		Mileage Plus Marketing, Inc.		X-6
8		MyPoints.com, Inc.		X-4
9		Cybergold, Inc.		X-8
10		iTarget.com, Inc.		X-8
11		MyPoints Offline Services, Inc.		X-8
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 JANUARY 31, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,254,415
Total operating expenses		1,445,242
Earnings (loss) from operations		(190,827)
Non-operating income (expenses):
Net interest expense		(32,644)
Other income (expenses), net:		(2,236)
Total non-operating income (expenses):		(34,880)
Net Earnings (loss) before Reorganization items		(225,707)
Reorganization items		(26,323)
Net earnings (loss)		(252,030)

 
 

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
For The Period Ending JANUARY 31, 2004				(Amounts in US dollar $)
BEGINNING BALANCE (ending balance DECEMBER 31, 2003 )
Operating Accounts - DOM				$45,023,503
Operating Accounts - INT				$19,091,617
London Overnight Investment Balance				$1,338,150
Liquidity Pool				$1,633,420,132
Restricted Cash 2				$657,555,430
Subsidiaries:
a. Mileage Plus, Inc.				$882,144
b. Premier Meeting and Travel Services, Inc.				$461,432
c. MyPoints.com, Inc.				$15,215,387
d. Domicile Management Services, Inc.				$265,223
e. UAL Loyalty Services, Inc.				$996,648
f. United Aviation Fuel Corporation				$1,481,587
TOTAL BEGINNING BALANCE				$2,375,731,254
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,265,150,898
2. Other receipts			$20,588,658
TOTAL RECEIPTS	(A)		$1,285,739,556
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 3
a. Officers			$812,729
b. Non-Officer			$216,225,165
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings			$99,160,286
b. State income tax w/held			$11,595,018
c. State sales or use tax			$100,008
d. Other 4			$160,908,122
3. Necessary Operational Disbursements 5
a. Operating Disbursements (net of Intercompany disbursements)			$928,732,860
b. Transferred to escrows / restricted cash			$0
c. Other necessary expenses			$0
TOTAL DISBURSEMENTS	(B)		$1,417,534,187
NET RECEIPTS (Line (A) less Line (B))				($131,794,631)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)				$2,243,936,623
Bank One Overnight Investment Account (month over month change) 6				$968,063
TOTAL ENDING BALANCE 7				$2,244,904,686

Check
ENDING BALANCE (as of JANUARY 31, 2004)
Operating Accounts - DOM		$56,733,683
Operating Accounts - INT		$20,782,350
London Overnight Investment		$1,366,125
Liquidity Pool		$1,505,613,888
Restricted Cash 2		$650,069,747
Subsidiaries:
Mileage Plus, Inc.		$888,207
Premier Meeting and Travel Services, Inc.		$580,221
MyPoints.com, Inc.		$6,223,732
Domicile Management Services, Inc.		$385,430
UAL Loyalty Services, Inc.		$1,300,753
United Aviation Fuel Corporation		$960,550
TOTAL ENDING BALANCE		$2,244,904,686
1 See Page 4 for a list of the 28 filing entities.
2 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any non-filing entities. See Schedule C of this report for a description of the Tax Trust Escrow.
3 Includes information for domestic entities only.
4 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.
5 Includes certain aircraft financing payments for the month of January (2004). These payments are highlighted in Schedule D of this report.
6Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.
7 Ending cash balance does not include $200 million held in a Tax Trust Escrow. See Schedule C of this report for a description of the Tax Trust Escrow.

 
 
 
 

BANK

ENTITY:

RECEIPT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,316,667,986

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,301,345

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

68,395,485

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,388,364,815

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

20,588,658

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,408,953,473

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

123,213,917

( D )

NET RECEIPTS

$1,285,739,556

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,265,150,898

(A-D )

Other receipts

20,588,658

( B )

$1,285,739,556

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 $66,457,182.

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

 
 
 
 

															BANK
ENTITY:	LIQUIDITY POOL 1													ACCTS:			Bank One Acct. #51-67795
															(see schedule F for details)
RECEIPT SOURCE		DESCRIPTION																											AMOUNT
Domestic Operational Receipts			BANK ONE / JP MORGAN CHASE ACTIVITY																										1,184,029,987
Domestic Operational Receipts			NON BANK ONE / JP MORGAN CHASE ACTIVITY																										-
																														-
																														-
																														-
Total Non-Bank One Receipts																														-
International Operational Receipts							BEG BALANCE (LESS) ENDING BALANCE																					$68,147,865
				PLUS NET REPATRIATION
Total Operational Receipts				TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY																												1,252,177,852
Debtor-In-Possession Financing																																-
Other Non-Operational Receipts 2				SEE FOOTNOTE BELOW																											$20,560,460
Less, Non-filing entities				NONE FOR THIS PERIOD																											-
												GROSS RECEIPTS																				1,272,738,312
												UAL																				-
												UAL Loyalty Services, Inc.																				100,000
												UAL Company Services, Inc.																				-
												Confetti Inc.																				-
												MyPoints.com, Inc.																				8,431,624
												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.																				97,194
												United Aviation Fuels Corporation																				26,500,000
												United Cogen, Inc.																				-
												Mileage Plus, Inc.																				12
												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																				35,128,830
												NET RECEIPTS																				$1,237,609,482
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
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

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

2,001,345

-

-

-

Total Non-Bank One Receipts

2,001,345

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,001,345

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

14,758

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,016,103

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,016,103

BANK STATEMENT RECONCILIATION:

Beginning Balance

$15,215,387

Receipts

2,016,103

Disbursements

(11,007,758)

Reconciled Ending Balance

$6,223,732

Reported Ending Balance

$6,223,732

Difference

$0

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

 
 
 
 

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

509,525

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

509,525

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

216

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

509,741

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

509,741

BANK STATEMENT RECONCILIATION:

Beginning Balance

$461,432

Receipts

509,741

Disbursements

(390,952)

Reconciled Ending Balance

$580,220

Reported Ending Balance

$580,221

Difference

($0)

 
 
 
 

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

SHORE BANK

1,300,000

-

-

-

Total Non-Bank One Receipts

1,300,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,300,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

6,956

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,306,956

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,300,000

NET RECEIPTS

6,956

BANK STATEMENT RECONCILIATION:

Beginning Balance

$882,144

Receipts

1,306,956

Disbursements

(1,300,894)

Reconciled Ending Balance

$888,207

Reported Ending Balance

$888,207

Difference

($0)

 
 
 
 

UNITED AVIATION FUELS

BANK

ENTITY:

CORPORATION

ACCTS:

NORTHERN TRUST ACCT. 792705

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

123,291,006

Domestic Operational Receipts

NORTHERN TRUST COMPANY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

123,291,006

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)

123,291,006

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES (Provide detail above)

77,700,000

NET RECEIPTS

45,591,006

BANK STATEMENT RECONCILIATION:

Beginning Balance

1,481,587

Receipts

123,291,006

Disbursements

(123,812,043)

Reconciled Ending Balance

$960,550

Reported Ending Balance

$960,550

Difference

$0

 
 
 
 

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

8,837,467

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

8,837,467

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)

8,837,467

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

8,837,467

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$996,648

Receipts

8,837,467

Disbursements

(8,533,362)

Reconciled Ending Balance

$1,300,753

Reported Ending Balance

$1,300,753

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

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

247,620

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

247,620

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

6,269

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

253,889

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

247,620

NET RECEIPTS

6,269

BANK STATEMENT RECONCILIATION:

Beginning Balance

265,223

Receipts

253,889

Disbursements

(133,682)

Reconciled Ending Balance

$385,430

Reported Ending Balance

$385,430

Difference

$0

 
 
 
 

BANK

ENTITY:

DISBURSEMENT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

812,729

( A )

xxx

PAYROLL NON-OFFICER

216,225,165

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

280,232,462

06

CATERING

28,543,715

03

RECURRING RENT

43,801,075

01

GENERAL PAYABLES

571,238,234

17

INSURANCE

65,907,873

18

LANDING FEES

22,071,862

xxx

OTHER

40,151,557

SUBTOTAL EXCLUDING PAYROLL

1,051,946,777

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,268,984,670

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

123,213,917

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

99,160,286

b. State income tax w/held

11,595,018

c. State sales or use tax

100,008

d. Other 3

160,908,122

TOTAL TAXES

271,763,434

( E )

NET MONTHLY DISBURSEMENTS

$ 1,417,534,187

Forward to MOR Summary:

Officers Payroll

812,729

( A )

Non-Officer Payroll

216,225,165

( B )

Taxes

271,763,434

( E )

Necessary Operational Disbursements (less intercompany transfers)

928,732,860

(C-D)

$ 1,417,534,187

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

2 Fuel Summary:

UAFC Fuel Disbursements

123,812,043

United Fuel Disbursements

156,420,419

Total Fuel Disbursements

280,232,462

Less: Intercompany Transfers

(104,200,000)

Fuel Disbursements

$ 176,032,462

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 CORPORATION 1					ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES1											121,688
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											121,688
				GROSS DISBURSEMENTS (tie to bank statement)								121,688
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				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								121,688
1 Includes expenses incurred by members of the Board of Directors.
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 AIRLINES, INC. 1				ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):						NOTES:					AMOUNT:
xxx	PAYROLL OFFICER										812,729
xxx	PAYROLL NON-OFFICER										214,892,286
04	AVIATION FUEL					(Includes intercompany transfer to UAFC, see below)							156,420,419
06	CATERING										28,543,715
03	RECURRING RENT										43,801,075
01	GENERAL PAYABLES										554,735,277
17	INSURANCE										65,907,873
18	LANDING FEES										22,071,862
xxx	OTHER 2										40,151,557
	SUBTOTAL EXCLUDING PAYROLL										911,631,777
			GROSS DISBURSEMENTS (tie to bank statement)								1,127,336,791
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.							-
				Premier Meeting and Travel Services, Inc.							-
				Mileage Plus, Inc.							1,300,000
				United Aviation Fuels Corporation							77,700,000
				UAL Loyalty Services, Inc.							8,837,467
				Domicile Management Services, Inc.							247,620
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES							88,085,087
				TAXES:
				a. Federal Income Tax and FICA withholdings							98,913,123
				b. State income tax w/held							11,552,466
				c. State sales or use tax							99,601
				d. Other (specify) 3							157,438,891
				TOTAL TAXES							268,004,082
				NET MONTHLY DISBURSEMENTS							$ 1,307,255,786
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 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK	BANK ONE ACCT. 11-01955, 11-02250, 10-61639,
ENTITY:		UAL LOYALTY SERVICES, INC 1					ACCTS:	11-33545
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines						-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												5,068,535
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												5,068,535
				GROSS DISBURSEMENTS (tie to bank statement)									5,068,535
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									100,000
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									-
				d. Other 2									3,464,828
				TOTAL TAXES									3,464,828
				NET MONTHLY DISBURSEMENTS									$ 8,433,362
1 Includes disbursement activity for Confetti, Inc., Mileage Plus Holdings, Inc. and Mileage Plus Marketing, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		MILEAGE PLUS HOLDINGS, INC 1					ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through UAL Loyalty Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

						BANK
ENTITY:		MILEAGE PLUS MARKETING, INC 1				ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):						NOTES:					AMOUNT:
xxx	PAYROLL OFFICER										-
xxx	PAYROLL NON-OFFICER										-
04	AVIATION FUEL										-
06	CATERING										-
03	RECURRING RENT										-
01	GENERAL PAYABLES										-
17	INSURANCE										-
18	LANDING FEES										-
xxx	OTHER										-
	SUBTOTAL EXCLUDING PAYROLL										-
				GROSS DISBURSEMENTS (tie to bank statement)							-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							-
				TAXES:
				a. Federal Income Tax and FICA withholdings							-
				b. State income tax w/held							-
				c. State sales or use tax							-
				d. Other 2							-
				TOTAL TAXES							-
				NET MONTHLY DISBURSEMENTS							-
1 Disbursement activity conducted through UAL Loyalty Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		CONFETTI, INC 1					ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through UAL Loyalty Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UAL COMPANY SERVICES, INC. 1					ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER
SUBTOTAL EXCLUDING PAYROLL													-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									-
				d. Other 2									-
				TOTAL TAXES									-
				NET MONTHLY DISBURSEMENTS									-
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

620,659

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

10,387,099

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

10,387,099

GROSS DISBURSEMENTS (tie to bank statement)

11,007,758

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

8,431,624

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

$ 2,576,134

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

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

							BANK
ENTITY:		UAL BENEFITS MANAGEMENT, INC.1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									-
				d. Other 2									-
				TOTAL TAXES									-
				NET MONTHLY DISBURSEMENTS									-
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED BIZJET HOLDINGS, INC.1					ACCTS:	Bank One #10-96072
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				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 Includes disbursement activity for BizJet Fractional, Inc., BizJet Charter, Inc., and BizJet Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		BIZJET CHARTER, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through United BizJet Holdings, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		BIZJET FRACTIONAL, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through United BizJet Holdings, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		BIZJET SERVICES, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									-
				d. Other 2									-
				TOTAL TAXES									-
				NET MONTHLY DISBURSEMENTS									-
1 Disbursement activity conducted through United BizJet Holdings, Inc. 2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		KION LEASING, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines						-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES										-
				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 Approximated from Income Statement for the month ended January 31, 2004.
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.

 
 
 
 

		PREMIER MEETING AND TRAVEL					BANK
ENTITY:		SERVICES, INC.					ACCTS:	Bank One 5578531
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:							AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											390,952
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											390,952
				GROSS DISBURSEMENTS (tie to bank statement)								390,952
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								97,194
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 1								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								$ 293,759
1 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

UNITED AVIATION FUELS

BANK

ENTITY:

CORPORATION

ACCTS:

NORTHERN TRUST ACCT. 792705

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

Payroll disbursed through United Airlines

-

xxx

PAYROLL NON-OFFICER

-

04 AVIATION FUEL

123,812,043

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

123,812,043

GROSS DISBURSEMENTS (tie to bank statement)

123,812,043

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

26,500,000

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 1

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

$ 97,312,043

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

 
 
 
 

							BANK
ENTITY:		UNITED COGEN , INC.					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											106,852
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											106,852
				GROSS DISBURSEMENTS (tie to bank statement)								106,852
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 1								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								106,852
1 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 

							BANK
ENTITY:		MILEAGE PLUS, INC.					ACCTS:	SHORE BANK #17331100/17331200/17511000
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												704,425
04	AVIATION FUEL												-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											302,302
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											302,302
				GROSS DISBURSEMENTS (tie to bank statement)								1,006,727
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								12
				TAXES:
				a. Federal Income Tax and FICA withholdings								247,163
				b. State income tax w/held								42,552
				c. State sales or use tax								50
				d. Other 1								4,403
				TOTAL TAXES								294,167
				NET MONTHLY DISBURSEMENTS								$ 1,300,882
1 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED GHS, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									-
				d. Other 2									-
				TOTAL TAXES									-
				NET MONTHLY DISBURSEMENTS									-
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED WORLDWIDE CORPORATION 1					ACCTS:		List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:							AMOUNT:
xxx	PAYROLL OFFICER													-
xxx	PAYROLL NON-OFFICER													-
04	AVIATION FUEL													-
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													-
				GROSS DISBURSEMENTS (tie to bank statement)										-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES										-
				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 Approximated from Income Statement for the month ended January 31, 2004.
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 VACATIONS, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17 INSURANCE												-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				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 Approximated from Income Statement for the month ended January 31, 2004.
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:		FOUR STAR LEASING, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:						AMOUNT:
xxx	PAYROLL OFFICER												-
Xxx PAYROLL NON-OFFICER													-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												-
				GROSS DISBURSEMENTS (tie to bank statement)									-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				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 Approximated from Income Statement for the month ended January 31, 2004.
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:		AIR WISCONSIN, INC. 1					ACCTS:	See Schedule F for Details
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		AIR WISCONSIN SERVICES, INC 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through Air Wisconsin, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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												7,795
04	AVIATION FUEL												-
06	CATERING												-
03 RECURRING RENT													-
01	GENERAL PAYABLES												125,530
17 INSURANCE													-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												125,530
				GROSS DISBURSEMENTS (tie to bank statement)									133,325
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
				TAXES:
				a. Federal Income Tax and FICA withholdings									-
				b. State income tax w/held									-
				c. State sales or use tax									357
				d. Other 1									-
				TOTAL TAXES									357
				NET MONTHLY DISBURSEMENTS									$ 133,682
1 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 January 31, 2003.

Signature

Print Name and Title

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.

Signature

Print Name and Title

Date

 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

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

Escrow Fund

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

The components of the Escrow fund:

w Federal payroll withholding taxes, FICA (employee portion), and Medicare;

w Federal air transportation excise taxes;

w Federal security charges;

w Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 
 
 

SCHEDULE D - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due			Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
AIE VI	AIRCRAFT	1/2/04			2,420,000.00
CORPORATE TRUST SERVICES	AIRCRAFT	1/2/04			110,000.00
US BANK	AIRCRAFT	1/2/04			27,411,654.83
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/2/04			839,721.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	1/5/04			188,434.54
AIE VI	AIRCRAFT	1/6/04			51,923.08
SOCIETE GENERALE	AIRCRAFT	1/6/04			3,928.76
US BANK	AIRCRAFT	1/6/04			200,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/7/04			130,000.00
US BANK	AIRCRAFT	1/8/04			300,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/8/04			80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/8/04			700,000.00
AIE VI	AIRCRAFT	1/9/04			3,630,000.00
IAE	AIRCRAFT	1/9/04			1,620,000.00
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	1/9/04			275,862.72
CIT GROUP	AIRCRAFT	1/13/04			440,000.00
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	1/13/04			21,082.62
SMBC	AIRCRAFT	1/13/04			25,123.55
US BANK	AIRCRAFT	1/13/04			300,000.00
CREDIT LYONNAIS TOKYO	AIRCRAFT	1/14/04			204,412.20
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	1/14/04			33,920.38
CREDIT LYONNAIS TOKYO	AIRCRAFT	1/15/04			19,290.09
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/15/04			4,000,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	1/15/04			33,934.21
IAM RETRO PAYMENT	N/A	1/15/04			63,238,619.99
WILMINGTON TRUST COMPANY	AIRCRAFT	1/20/04			160,000.00
US BANK	AIRCRAFT	1/23/04			425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/26/04			381,555.56
CORPORATE TRUST SERVICES	AIRCRAFT	1/28/04			4,388,967.15
CREDIT AGRICOLE INDOSUEZ S.A.	AIRCRAFT	1/28/04			3,967,648.58
KFW	AIRCRAFT	1/28/04			131,333.33
PK AIR	AGENCY FEE	1/28/04			237,561.86
PK AIR	AGENCY FEE	1/29/04			275,950.65
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/29/04			4,777,505.60
Cumberland Lease Corp	AIRCRAFT	1/30/04			95,000.00
MIZUHO CORPORATE BANK	AIRCRAFT	1/30/04			374,739.38
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	1/30/04			2,340,000.00
SOCIETE GENERALE	AIRCRAFT	1/30/04			214,666.67
US BANK	AIRCRAFT	1/30/04			26,261,798.66
UT FINANCE CORP	AIRCRAFT ENGINE	1/30/04			179,002.10
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/30/04			1,799,721.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	1/30/04			875,384.75
WILMINGTON TRUST COMPANY	AIRCRAFT	1/30/04			415,000.00
TOTAL					143,768,228.58

 
 
 
 

SCHEDULE E - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED		MONTH AMOUNT PAID
	Babcock	$ 62,629.39		$ 62,629.39
	Cognizant Associates	47,408.98		47,408.98
	KPMG	1,773,107.40		1,773,107.40
	Kirkland & Ellis	1,448,720.68		1,448,720.68
	Mercer Management Consulting	302,375.83		302,375.83
	Paul Hastings	9,116.13		9,116.13
	Piper Rudnick	22,793.75		22,793.75
	Saybrook Capital	187,498.59		187,498.59
	Sonnenschein	689,801.08		689,801.08
	Vedder Price	543,453.92		543,453.92
	Committee of Unsecured Creditors	6,888.80		6,888.80
	Total			$ 5,093,794.55
1	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy
	Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in January 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

Entities

Beginning of month balance1

$924,535,789

$1,062,082,000

$1,051,765,191

$10,316,809

Add: sales on account

$1,497,215,922

Less: collections

($1,367,750,978)

Less: Write-offs and Clearing

($2,235,542)

End of month balance

$1,051,765,191

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$886,662,983

$48,182,791

$37,594,714

$79,324,703

$1,051,765,191

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 (POST PETITION)

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$357,437,000

$356,090,000

$353,576,000

$2,514,000

Add: credit extended

($1,272,176,431)

Less: payments on account

$1,268,315,431

End of month balance

$353,576,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$339,307,827

$13,671,313

$596,860

$0

$353,576,000

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.

 
 
 
 
 
 

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 178 domestic bank accounts, the Debtor operates 116 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		Portland, OR			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		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		New York, NY			n/a
BANK OF NEW YORK		White Plains, NY			n/a
BANK OF OKLAHOMA		Tulsa, OK			n/a
BANK OF THE WEST		San Jose, Ca			n/a
BANK ONE		Chicago, IL (Miami Cluster)			n/a
BANK ONE		Grand Rapids, MI			n/a
BANK ONE (Tickets By Mail)		Detroit, MI			n/a
BANK ONE		Detroit, MI			n/a
BANK ONE		Lexington, KY			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE (AirWisconsin)		Traverse City, MI			n/a
BANK ONE (CAFETERIA)		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE INDIANAPOLIS		Indianapolis, IN			n/a
BANK ONE OF OKLAHOMA		Oklahoma City, OK			n/a
CANADIAN IMPERIAL		Toronto, Ontario Canada			n/a
CANANDAIGUA NAT BANK & TRUST		Pittsford, NY			n/a
CAPITAL CITY BANK & TRUST CO		Atlanta, Ga			n/a
CAPITAL SAVINGS BANK		El Paso, TX			n/a
Charter One Bank		Binghamton, NY			n/a
CHASE BANK		New York, NY			n/a
CHASE MANHATTAN BANK (FirstBank)		St. Thomas, USVI			n/a
CHASE MANHATTAN BANK		New York, NY (LGA)			n/a
CHITTENDEN TRUST CO		Burlington, VT			n/a
CITIBANK		New York, NY			n/a
CITIBANK		New York, NY			n/a
CITIBANK (EMP WELFARE)		New York, NY			n/a
CITIBANK, N.A.		Jamaica, NY (JFK)			n/a
City National Bank		Charleston, WV			n/a
COMERICA		Detroit, MI			n/a
COMERICA (AirWisconsin)		Lansing, MI			n/a
COMMUNITY BANK OF COLORADO CO		Gunnison, CO			n/a
FIFTH THIRD BANK		Florence, KY			n/a
FIFTH THIRD BANK		Kalamazoo, MI			n/a
FIRST BANK OF AVON		Avon, CO			n/a
FIRST CITIZENS BANK		Raleigh, NC			n/a
FIRST CITIZENS BK-RALEIGH		Charlotte, NC			n/a
FIRST HAWAIIAN BANK		Honolulu, HI			n/a
FIRST MIDWEST BANK		Moline, IL			n/a
FIRST NATIONAL BANK OF ROCKIES		Hayden, CO			n/a
FIRST UNION		Philadelphia, PA			n/a
FIRST UNION BANK		Allentown, PA			n/a
FIRST UNION BANK		Roanoke, VA			n/a
FIRST UNION BANK		Newark, NJ			n/a
FIRST UNION BANK		Newark, NJ			n/a
FIRSTAR BANK		Cedar Rapids, IA			n/a
FIRSTAR BANK		St. Louis, MO			n/a
FIRSTAR, N.A.		Cleveland, OH			n/a
FLEET		Boston, MA			n/a
FLEET BANK		Manchester, NH			n/a
FLEET NATIONAL BANK		Providence, RI			n/a
FREELAND STATE BANK		Freeland, MI			n/a
FVB COLONIAL		Richmond, VA			n/a
HARRIS BANK		Chicago, IL			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		Newburgh, NY			n/a
KEY BANK		Dayton, OH			n/a
KEY BANK OF CENTRAL N.Y.		Syracuse, NY			n/a
KEY BANK OF EASTERN N.Y.		Albany, NY			n/a
M & I BANK		Milwaukee, WI			n/a
M & I BANK FOX VALLEY		Appleton, WI			n/a
M & I BANK OF MOSINEE		Mosinee, WI			n/a
M & I MARSHALL & ILSLEY		Green Bay, WI			n/a
M & T BANK		Middletown, PA			n/a
MONTROSE BANK CO		Montrose, CO			n/a
NATIONAL CITY		Columbus, OH			n/a
NATIONAL CITY BANK		Pittsburgh, PA			n/a
NATIONAL CITY BANK OF INDIANA		Fort Wayne, IN			n/a
NATIONAL CITY BANK OF MI/IL		Peoria, IL			n/a
NATIONAL CITY BANK OF MI/IL (AW)		Springfield, IL			n/a
NORTHERN TRUST		Chicago, IL			n/a
NORTHERN TRUST		Chicago, IL			n/a
NORTHERN TRUST BANK (WHQ Deposits)		Chicago, IL			n/a
NORTHERN TRUST CO 15 & 16		Chicago, IL			n/a
NORTHERN TRUST CONTROL ACCT		Chicago, IL			n/a
NORTHERN TRUST FIELD REFUNDS		Chicago, IL			n/a
NORTHERN TRUST LOCAL DISB		Chicago, IL			n/a
PEOPLES HERITAGE		Portland, ME			n/a
PNC Bank		Avoca, PA			n/a
PNC Bank		State College, PA			n/a
RIGGS NATIONAL		Washington, DC			n/a
SUN TRUST		Washington, DC			n/a
SUN TRUST BANK		Nashville, TN			n/a
SUN TRUST BANK		Orlando, FL			n/a
THE NORTHERN TRUST		Chicago, IL			n/a
TIDEWATER BANK		Norfolk, VA			n/a
U.S. BANK OF MINNESOTA		Medford, OR			n/a
UNION BANK OF CALIFORNIA		San Diego, CA			n/a
UNIZAN BANK		North Canton, OH			n/a
US Bank		Fargo, ND			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
US BANK (MINNESOTA)		Seattle, WA			n/a
WACHOVIA		Chicago, IL			n/a
Wachovia Bank & Trust		Charlottesville, VA			n/a
Wachovia Bank & Trust		Cayce, SC			n/a
WACHOVIA BK & TRST 230 OPER		Chicago, IL			n/a
WACHOVIA BK & TRST 231 PZ		Chicago, IL			n/a
WACHOVIA: "MPI"		Chicago, IL			n/a
WACHOVIA: "OFFICERS"		Chicago, IL			n/a
WACHOVIA: "PREMIER"		Chicago, IL			n/a
WACHOVIA: "Washington Dulles"		Washington, DC			n/a
WEBSTER BANK		Hartford, CT			n/a
WELLS FARGO		Portland, OR			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 IOWA		Des Moines, IA			n/a
WELLS FARGO BANK N. DAKOTA		Bismarck, ND			n/a
WELLS FARGO BANK S. DAKOTA		Rapid City, SD			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 #
ABN AMRO		Switzerland		n/a
ABN AMRO		ENGLAND		n/a
ABN AMRO		ENGLAND		n/a
ABN AMRO		ENGLAND		n/a
KREDIETBANK		Belgium		n/a
CITIBANK		England		n/a
CITIBANK		England		n/a
CITIBANK		England		n/a
CITIBANK		Belgium		n/a
CITIBANK		Ireland		n/a
CITIBANK		France		n/a
CITIBANK		Netherlands		n/a
CITIBANK		Germany		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
ASIA-PACIFIC BANK ACCOUNTS
Financial Institution		Location		Bank Acct #
AUSTRALIA & NEW ZEALAND BANKING GROUP		Australia		n/a
CHINA CONSTRUCTION BANK		China		n/a
BANK OF CHINA		China		n/a
CHINA CONSTRUCTION BANK		China		n/a
BANK OF CHINA		China		n/a
BANK OF EAST ASIA		Hong Kong		n/a
CITIBANK		Hong Kong		n/a
CITIBANK		Hong Kong		n/a
HONGKONG & SHANGHAI BANK		Hong Kong		n/a
BANK OF EAST ASIA		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
BANK OF AMERICA		Korea		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
WESTPAC BANKING CORPORATION		New Zealand		n/a
CITIBANK		New Zealand		n/a
CITIBANK		Singapore		n/a
BANK OF AMERICA		Singapore		n/a
BANK OF AMERICA		Thailand		n/a
CITIBANK		Thailand		n/a
CITIBANK		Taiwan		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 DE OCCIDENTE		Guatemala		n/a
CITIBANK		Guatemala		n/a
BANCA SERFIN		Mexico		n/a
BANCA SERFIN		Mexico		n/a
BANCO CUSCATLAN		El Salvador		n/a
CITIBANK		El Salvador		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
CITIBANK		HUNGARY		n/a
PRODUBANCO		ECUADOR		n/a
ISLANDSBANKI		ICELAND		n/a
MERITA BANK		FINLAND		n/a
BANCO POPULAR ESPANOL-ESP		SPAIN		n/a
SKANDINAVISKA		SWEDEN		n/a
National Bank of Kuwait		Kuwait		n/a
BANK AUSTRIA AG		AUSTRIA		n/a
DANSKE BANK		DENMARK		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
BANK OF MONTREAL		CANADA		n/a
SUBSIDIARY BANK ACCOUNTS
Financial Institution		Country		Bank Acct #
UNITED AVIATION FUELS CORP.
NORTHERN TRUST BANK		USA		n/a
UNITED WORLDWIDE CORP.
JP MORGAN CHASE		USA		n/a
MILEAGE PLUS, INC.
SHORE BANK		USA		n/a
PREMIER MEETING & TRAVEL SERVICES, INC.
BANK ONE		USA		n/a
BANK ONE		USA		n/a
MY POINTS.COM, INC.
SILICON VALLEY BANK		USA		n/a
SILICON VALLEY BANK		USA		n/a
SILICON VALLEY BANK		USA		n/a
FLEET BANK		USA		n/a
WELLS CAPITAL MANAGEMENT		USA		n/a
WELLS FARGO BANK		USA		n/a
UAL LOYALTY SERVICES
BANK ONE		USA		n/a
BANK ONE		USA		n/a
BANK ONE		USA		n/a
BANK ONE		USA		n/a
KION DE MEXICO
BANCA SERFIN, S.A.		MEXICO		n/a
BANCA SERFIN, S.A.		MEXICO		n/a
CITIBANK		USA		n/a

 
 
 
 

TAX QUESTIONNAIRE
Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11 petition as the taxes come due. Please indicate whether the following post-petition taxes have been paid or deposited as they came due.
( ) Check here if no employees.
TAX			YES		NO	NOT REQUIRED			WHEN DUE
Federal income tax withholding			X
FICA withholding			X
Employer's share FICA			X
Federal Unemployment Taxes			X
State Income Tax Withholding			X
Sales Tax			X
Other Tax			X
If any taxes have not been paid when due complete this table:
TAX NOT PAID			AMOUNT NOT PAID		DATE OF LAST PAYMENT
Note: Tax related payments withheld from UAL and its subsidiaries' employee in the United States of America wages are paid to a third party payroll service, Deloitte & Touche LLP., with the exception of Mileage Plus who pays such tax related payments to Automatic Data Processing.

 
 
 
 
 
 
 
 
 
 
 
 

UNITED                                                                  News Release

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

For Immediate Release
 
 

UAL REPORTS JANUARY RESULTS

Meets DIP Covenant EBITDAR for Twelfth Consecutive Month

CHICAGO, February 26, 2004 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its January Monthly Operating Report (MOR) with the United States Bankruptcy Court. The company reported a loss from operations of $191 million, which represents an improvement of approximately $140 million over January 2003. Mainline passenger unit revenue improved 8% year-over-year, well ahead of the industry average. Mainline unit costs for January, excluding special charges and fuel, improved 14% year-over-year. The company reported a net loss of $252 million, including $26 million in reorganization expenses. The majority of reorganization expenses were non-cash items resulting from the rejection of aircraft as the company aligns its fleet with the market. UAL met the requirements of its debtor-in-possession (DIP) financing for the twelfth straight month.

"United is continuing to move steadily ahead with its reorganization efforts," said Jake Brace, United's executive vice president and chief financial officer. "Our financial results show progress compared to January a year ago, and United continued to outpace our competitors in passenger unit revenue improvement, despite the seasonally weak demand across the industry, which we expect to continue in February as well."

UAL ended January with a cash balance of about $2.2 billion, which included $650 million in restricted cash (filing entities only), a decrease of $131 million, that reflects a quarterly retroactive wage payment to International Association of Machinists members of $63 million. As part of its DIP financing agreements, UAL's lenders required the company to achieve a cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent) of $901 million between February 1, 2003 and January 31, 2004.

United, United Express and Ted operate more than 3,400 flights a day on a route network that spans the globe. News releases and other information about United may be found at the company's website at www.united.com.
 
 

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, unit costs and profit improvements include, without limitation, the following: the Company's ability to continue as a going concern; the Company's ability to operate pursuant to the terms of the DIP Financing; the Company's ability to obtain a federal loan guarantee from the ATSB; our ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company's ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 Cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusive period for the Company to propose and confirm one or more plans of reorganization, the potential adverse impact of the Chapter 11 Cases on the Company's liquidity or results of operations; the appointment of a Chapter 11 trustee or conversion of the cases to Chapter 7; the costs and availability of financing; the Company's ability to execute its business plan; the Company's ability to attract, motivate and/or retain key employees; the Company's ability to attract and retain customers; demand for transportation in the markets in which the Company operates; general economic conditions; the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aircraft insurance; the costs of aviation fuel; the costs associated with security measures and practices; competitive pressures on pricing (particularly from lower-cost competitors); government legislation and regulation; 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. ####