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: November 30, 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)

 

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 8.01


 
 

Other Events.

 
On November 30, 2004 UAL Corporation filed its monthly operating report for the period October 1, 2004, through October 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.

 
 
 
 
Item 9.01 Financial Statements and Exhibits.
 
(c)
Exhibits
Description
 
 
99.1
Monthly Operating Report of UAL Corporation for the period October 1, 2004, through

October 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.
 
 
 
  

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

 
 
 

Dated:  November 30, 2004

IN RE:
Exhibit 99.1
IN RE:
CHAPTER 11
UAL CORPORATION, ET AL.
CASE NUMBERS : 02-48191 through 02-48218
DEBTORS
Jointly Administered
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
October 1, 2004 THROUGH October 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
October 1, 2004 THROUGH October 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: 11/30/2004 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 November 15, 2004)
C. Statements of Consolidated Cash Flows (Form 10Q to be filed by November 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 OPERATIONS1
FOR THE MONTH ENDED October 31, 2004
($ amounts in 000's)
UAL
CONSOLIDATING
Total operating revenues
1,573,560 
Total operating expenses
1,638,780 
Earnings (loss) from operations 
(65,220)
Non-operating income (expenses):
Net interest expense
(31,629)
Other income (expenses), net:
(3,631)
Total non-operating income (expenses):
(35,260)
Net Earnings (loss) before Reorganization items
(100,480)
Reorganization items
(13,928)
Net earnings (loss)
(114,408)

 
 
 
 
CASE NAME: UAL Corporation et al.
CASE NUMBERS : 02-48191 through 02-48218
Filed Entities of UAL Corporation 2
SUMMARY OF CASH RECEIPTS AND CASH DISBURSEMENTS 
For The Period Ending October 31, 2004
(Amounts in US dollar $)
BEGINNING BALANCE (ending balance September 30,2004)
Operating Accounts - DOM
$42,730,996 
Operating Accounts - INT 
$22,771,231 
London Overnight Investment Balance 
$1,665,018 
Liquidity Pool
$1,451,037,085 
Restricted Cash 3
$839,747,947 
Subsidiaries:
a. Mileage Plus, Inc.
$184,374 
b. Premier Meeting and Travel Services, Inc.
$1,335,495 
c. MyPoints.com, Inc.
$4,055,760 
d. Domicile Management Services, Inc.
$266,656 
e. UAL Loyalty Services, Inc.
$1,978,264 
f. United Aviation Fuel Corporation
$1,522,430 
TOTAL BEGINNING BALANCE 
$2,367,295,257 
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)
$1,395,595,068 
2. Other receipts 
$25,354,463 
TOTAL RECEIPTS (A)
$1,420,949,531 
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers
$1,286,311 
b. Non-Officer 
$223,855,967 
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings
$103,972,273 
b. State income tax w/held
$11,285,191 
c. State sales or use tax
$342,403 
d. Other 5
$93,969,803 
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)
$1,068,711,958 
b. Transferred to escrows / restricted cash
$0 
TOTAL DISBURSEMENTS  (B)
$1,503,423,906 
NET RECEIPTS (Line (A) less Line (B))
($82,474,375)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)
$2,284,820,881 
Bank One Overnight Investment Account (month over month change) 7
$5,443,217 
TOTAL ENDING BALANCE 8
$2,290,264,099 
Check
ENDING BALANCE (as of October 31, 2004)
Operating Accounts - DOM
$70,491,874 
Operating Accounts - INT
$27,751,850 
London Overnight Investment
$2,169,636 
Liquidity Pool
$1,343,108,110 
Restricted Cash 3
$837,019,077 
Subsidiaries:
Mileage Plus, Inc.
$604,229 
Premier Meeting and Travel Services, Inc.
$1,227,839 
MyPoints.com, Inc.
$4,053,541 
Domicile Management Services, Inc.
$514,474 
UAL Loyalty Services, Inc.
$2,347,449 
United Aviation Fuel Corporation
$976,019 
TOTAL ENDING BALANCE
$2,290,264,099 
1 Pro forma basis, not prepared according to Generally Accepted Accounting Principles, and excludes certain elimination entries and non-cash adjustments.
2 See Page 4 for a list of the 28 filing entities.
3 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any non-filing entities. See Schedule C of this report for a description of the Tax Trust Escrow.
4 Includes information for domestic entities only. 
5 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.
6 Includes certain aircraft financing payments for the month of October (2004). These payments are highlighted in Schedule D of this report.
7 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.
8 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
1,456,901,897
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
3,742,171
International Operational Receipts 2
BEG BALANCE (LESS) ENDING BALANCE
103,118,803
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,563,762,871
( A )
Debtor-In-Possession Financing
0
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
25,354,463
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statements)
1,589,117,334 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
168,167,803 
( D )
NET RECEIPTS
$1,420,949,531 
Forward to MOR Summary:
Receipts from operations (net of Intercompany receipts)
1,395,595,068 
(A-D )
Other receipts
25,354,463 
( B )
$1,420,949,531 
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 $97,888,797.
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
1,260,480,782
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
-
-
-
-
Total Non-Bank One Receipts
-
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
$102,869,416 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,363,350,198
Debtor-In-Possession Financing
-
Other Non-Operational Receipts 2
SEE FOOTNOTE BELOW
$25,317,431
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS 
1,388,667,629
UAL
-
UAL Loyalty Services, Inc.
100,000
UAL Company Services, Inc.
-
Confetti Inc.
-
MyPoints.com, Inc.
25,171
Cybergold, Inc.
-
iTarget.com, Inc.
-
MyPoints Offline Services, Inc.
-
UAL Benefits Management, Inc.
-
United BizJet Holdings, Inc.
-
United BizJet Charter, Inc.
-
United BizJet Fractional, Inc.
-
United BizJet Services, Inc.
-
Kion Leasing, Inc.
-
Premier Meeting and Travel Services, Inc.
130,349
United Aviation Fuels Corporation 
18,900,000
United Cogen, Inc.
-
Mileage Plus, Inc.
15
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
19,155,535
NET RECEIPTS
$1,369,512,094 
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.

 
 
 
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
208,536
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
208,536
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
633
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
209,169
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
74,873
NET RECEIPTS
134,296
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,335,495 
Receipts
209,169 
Disbursements
(316,825)
Reconciled Ending Balance
$1,227,839 
Reported Ending Balance
$1,227,839 
Difference
$0 

 
 
 
 
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)
1,942,171
-
-
-
Total Non-Bank One Receipts
1,942,171
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,942,171
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
29,206
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
1,971,377
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
1,971,377
BANK STATEMENT RECONCILIATION:
Beginning Balance
$4,055,760 
Receipts
1,971,377 
Disbursements
(1,973,596)
Reconciled Ending Balance
$4,053,541 
Reported Ending Balance
$4,053,541 
Difference
$0 
1 Includes receipt activity for Cybergold, Inc., iTarget.com, Inc., MyPoints Offline Services, Inc.

 
 
 
 
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
$1,800,000
-
-
-
Total Non-Bank One Receipts
1,800,000
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,800,000
Other Non-Operational Receipts 
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
8,762
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
1,808,762
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
1,800,000
NET RECEIPTS
8,762
BANK STATEMENT RECONCILIATION:
Beginning Balance
$184,374 
Receipts
1,808,762 
Disbursements
(1,388,907)
Reconciled Ending Balance
$604,229 
Reported Ending Balance
$604,229 
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
191,475,184
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
191,475,184
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)
191,475,184
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
142,400,000
(Provide detail above)
NET RECEIPTS
49,075,184 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,522,430 
Receipts
191,475,184 
Disbursements
(192,021,595)
Reconciled Ending Balance
$976,019 
Reported Ending Balance
$976,019 
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
$4,737,395
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
4,737,395
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)
4,737,395
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
4,737,395
NET RECEIPTS
-
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,978,264 
Receipts
4,737,395 
Disbursements
(4,368,210)
Reconciled Ending Balance
$2,347,449 
Reported Ending Balance
$2,347,449 
Difference
$0 

 
 
 
 
BANK
ENTITY: DOMICILE MGMT SERVICES, INC. ACCTS: Citibank #0-157487-016
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
US $ @
110.5
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
10/31/2004
249,387
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
249,387
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
(1,569)
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
247,818
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
247,818
BANK STATEMENT RECONCILIATION:
Beginning Balance 
$266,656 
Receipts
247,818 
Disbursements
Reconciled Ending Balance
$514,474 
Reported Ending Balance 
$514,474 
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
1,286,311
( A ) 
xxx PAYROLL NON-OFFICER
223,855,967
( B ) 
04 AVIATION FUEL 2 (SEE FUEL SUMMARY BELOW)
474,180,854
06 CATERING
26,204,701
03 RECURRING RENT
26,621,067
01 GENERAL PAYABLES
578,411,158
17 INSURANCE
56,278,309
18 LANDING FEES
22,668,394
xxx OTHER
52,515,277
SUBTOTAL EXCLUDING PAYROLL
1,236,879,761
( C ) 
GROSS DISBURSEMENTS (tie to bank statement)
1,462,022,039
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
168,167,803
( D ) 
TAXES:
a. Federal Income Tax and FICA withholdings
103,972,273
b. State income tax w/held
11,285,191
c. State sales or use tax
342,403
d. Other 3
93,969,803
TOTAL TAXES
209,569,670
( E ) 
NET MONTHLY DISBURSEMENTS
$ 1,503,423,906
Forward to MOR Summary:
Officers Payroll
1,286,311
( A ) 
Non-Officer Payroll
223,855,967
( B ) 
Taxes
209,569,670
( E ) 
Necessary Operational Disbursements (less intercompany transfers)
1,068,711,958
(C-D) 
$ 1,503,423,906
1 Includes disbursement activity for all filing entities of UAL Corporation (refer to page 4).
2 Fuel Summary:
UAFC Fuel Disbursements
192,021,595 
United Fuel Disbursements
282,159,259 
Total Fuel Disbursements
474,180,854 
Less: Intercompany Transfers
(161,300,000)
Fuel Disbursements
$ 312,880,854 
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
39,903
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
39,903
GROSS DISBURSEMENTS (tie to bank statement)
39,903
(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
39,903
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
1,286,311 
xxx PAYROLL NON-OFFICER
222,543,188 
04 AVIATION FUEL (Includes intercompany transfer to UAFC, see below)
282,159,259 
06 CATERING
26,204,701 
03 RECURRING RENT
26,621,067 
01 GENERAL PAYABLES
571,501,861 
17 INSURANCE
56,278,309 
18 LANDING FEES
22,668,394 
xxx OTHER 2
52,515,277 
SUBTOTAL EXCLUDING PAYROLL
1,037,948,869 
GROSS DISBURSEMENTS (tie to bank statement)
1,261,778,367
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
MyPoints.com, Inc.
-
Premier Meeting and Travel Services, Inc.
74,873
Mileage Plus, Inc.
1,800,000
United Aviation Fuels Corporation
142,400,000
UAL Loyalty Services, Inc.
4,737,395
Domicile Management Services, Inc.
-
TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES
149,012,268
TAXES:
a. Federal Income Tax and FICA withholdings
103,708,015
b. State income tax w/held
11,265,767
c. State sales or use tax
342,049
d. Other (specify) 3
93,940,154
TOTAL TAXES
209,255,985
NET MONTHLY DISBURSEMENTS
$ 1,322,022,085 
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
4,368,210
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
4,368,210
GROSS DISBURSEMENTS (tie to bank statement)
4,368,210
(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
-
TOTAL TAXES
-
NET MONTHLY DISBURSEMENTS
$ 4,268,210
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
552,834
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
1,420,762
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
1,420,762
GROSS DISBURSEMENTS (tie to bank statement)
1,973,596
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
25,171
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
$ 1,948,425
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. 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 October 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
316,825
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
316,825
GROSS DISBURSEMENTS (tie to bank statement)
316,825
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
130,349
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
$ 186,476
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
192,021,595
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
-
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
192,021,595
GROSS DISBURSEMENTS (tie to bank statement)
192,021,595
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
18,900,000
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
$ 173,121,595
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
216,036
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
216,036
GROSS DISBURSEMENTS (tie to bank statement)
216,036
(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
216,036
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
752,455
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
323,121
17 INSURANCE
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
323,121
GROSS DISBURSEMENTS (tie to bank statement)
1,075,576
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
15
TAXES:
a. Federal Income Tax and FICA withholdings
264,258
b. State income tax w/held
19,424
c. State sales or use tax
d. Other 1
29,649
TOTAL TAXES
313,331
NET MONTHLY DISBURSEMENTS
$ 1,388,892
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 October 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.

 
 
 
  State sales or use tax
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
-
-
d. Other 2
-
TOTAL TAXES
-
NET MONTHLY DISBURSEMENTS
-
1 Approximated from Income Statement for the month ended October 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 October 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
1,806
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
1,806
GROSS DISBURSEMENTS (tie to bank statement)
1,806
(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
1,806
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
7,490
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
222,633
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
222,633
GROSS DISBURSEMENTS (tie to bank statement)
230,123
(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
354
d. Other 1
-
TOTAL TAXES
354
NET MONTHLY DISBURSEMENTS
$ 230,477
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 October 31, 2004.
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
CORPORATE TRUST SERVICES AIRCRAFT
10/1/04
110,000.00
US BANK AIRCRAFT
10/1/04
37,589,116.70
SOCIETE GENERALE PARIS AIRCRAFT
10/1/04
75,000.00
US BANK AIRCRAFT
10/4/04
308,361.11
US BANK AIRCRAFT
10/5/04
270,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
10/5/04
69,333.33
RBS AEROSPACE LIMITED AIRCRAFT
10/6/04
85,000.00
US BANK AIRCRAFT
10/6/04
630,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
10/6/04
80,000.00
IAE AIRCRAFT
10/8/04
1,620,000.00
RBS AEROSPACE LIMITED AIRCRAFT
10/8/04
85,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/8/04
80,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
10/8/04
700,000.00
AIE VI AIRCRAFT
10/12/04
3,630,000.00
US BANK AIRCRAFT
10/12/04
494,416.67
WILMINGTON TRUST COMPANY AIRCRAFT
10/12/04
2,482,222.22
US BANK AIRCRAFT
10/13/04
90,000.00
SOCIETE GENERALE AIRCRAFT
10/15/04
1,000,000.00
US BANK AIRCRAFT
10/15/04
400,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/15/04
4,000,000.00
CALYON AIRCRAFT
10/15/04
2,498,082.04
IAM RETRO PAYMENT N/A
10/15/04
63,135,282.93
BNP PARIBAS, TOKYO BRANCH AIRCRAFT
10/18/04
130,000.00
US BANK AIRCRAFT
10/18/04
270,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
10/18/04
258,777.78
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/19/04
275,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/19/04
299,200.83
WILMINGTON TRUST COMPANY AIRCRAFT
10/19/04
1,306,666.67
WILMINGTON TRUST COMPANY ENGINE
10/19/04
29,965.83
US BANK AIRCRAFT
10/25/04
425,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
10/25/04
170,000.00
CREDIT LYONNAIS TOKYO AIRCRAFT
10/25/04
3,243,909.71
WILMINGTON TRUST COMPANY AIRCRAFT
10/27/04
299,333.34
CORPORATE TRUST SERVICES AIRCRAFT
10/28/04
4,478,372.50
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/28/04
1,033,981.48
CUMBERLAND LEASE CORP AIRCRAFT
10/29/04
296,083.33
MIZUHO CORPORATE BANK AIRCRAFT
10/29/04
650,000.00
PHILIP MORRIS CAPITAL CORPORATION AIRCRAFT
10/29/04
2,340,000.00
SOCIETE GENERALE AIRCRAFT
10/29/04
93,548.39
US BANK AIRCRAFT
10/29/04
18,547,352.93
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
10/29/04
5,104,949.66
WESTDEUTSCHE LANDESBANK GIROZCENTRALE AIRCRAFT
10/29/04
2,321,420.13
WILMINGTON TRUST COMPANY AIRCRAFT
10/29/04
1,196,333.33
UT FINANCE ENGINE
10/29/04
186,372.83
Total
162,388,083.73

 
 
 
 
SCHEDULE E - Professional Payments
PROFESSIONAL GROUP
MONTH AMOUNT AUTHORIZED
MONTH AMOUNT PAID
Babcock & Brown
157,500 
157,500 
Huron Consulting Group
441,270 
441,270 
Kirkland & Ellis
1,954,079 
1,954,079 
Leaf Group
93,685 
93,685 
LeBoeuf Lamb Greene
770 
770 
Mayer, Brown, Rowe & Maw LLP