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: December 21, 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 December 21, 2004 UAL Corporation filed its monthly operating report for the period November 1, 2004 through November 30, 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 November 1, 2004 through November 30, 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:  December 21, 2004

IN RE:				CHAPTER 11
UAL CORPORATION, ET AL.				CASE NUMBERS : 02-48191 through 02-48218
DEBTORS				Jointly Administered
				Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
November 1, 2004 THROUGH November 30, 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.
			CHAPTER 11
UAL CORPORATION ET AL.			CASE NUMBERS : 02-48191 through 02-48218
DEBTORS			Jointly Administered
			Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
November 1, 2004 THROUGH November 30, 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: 12/21/2004	DEBTOR-IN-POSSESSION
	Frederic F. Brace
Print Name/Title:	Executive Vice President & Chief Financial Officer
Signature:	/s/ Frederic F. Brace
Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007
Phone:

 
 
 
 

I.	Table of Contents
II.	UAL Corporation, et al. Unaudited Financial Statements
	A.	Condensed Consolidating Statement of Operations (Discloses only filing entities)
	B.	Statements of Consolidated Financial Position (Form 10Q to be filed by February 15, 2005)
	C.	Statements of Consolidated Cash Flows (Form 10Q to be filed by February 15, 2005)
III.	Summary of Cash Receipts and Cash Disbursements
	A.	Unaudited Consolidated Receipt Summary
	B.	Unaudited Disbursements by Legal Filing Entity and Summary
IV.	Additional Schedules
	A.	Insurance - - Certifications
	B.	Payments to Insiders - Certification
	C.	Description of Tax Trusts / Escrows
	D.	Payments to Secured Creditors and Lessors
	E.	Professional Fee Payments
	F.	Accounts Receivable Schedule and Accounts Payable Schedule
	G.	Bank Accounts and Financial Institution Relationships
V.	Tax Questionnaire

 
 
 
 

UAL Corporation, et al. -Filing Entities
		Legal Filing Entity		Reporting Structure
1		UAL Corporation		X-1
2		United Air Lines, Inc.		X-1
3		UAL Company Services, Inc.		X-1
4		UAL Loyalty Services, Inc.		X-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 November 30, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,424,657
Total operating expenses		1,613,075
Earnings (loss) from operations		(188,418)
Non-operating income (expenses):
Net interest expense		(37,622)
Gain on the sale of Orbitz		157,624
Other income (expenses), net:		945
Total non-operating income (expenses):		120,947
Net Earnings (loss) before Reorganization items		(67,471)
Reorganization items		(20,002)
Net earnings (loss)		(87,473)

 
 
 
 

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 November 30, 2004						(Amounts in US dollar $)
BEGINNING BALANCE (ending balance October 31,2004)
Operating Accounts - DOM								$70,491,874
Operating Accounts - INT								$27,751,850
London Overnight Investment Balance								$2,169,636
Liquidity Pool								$1,343,108,110
Restricted Cash 3								$837,019,077
Subsidiaries:
a. Mileage Plus, Inc.								$604,229
b. Premier Meeting and Travel Services, Inc.								$1,227,839
c. MyPoints.com, Inc.								$4,053,541
d. Domicile Management Services, Inc.								$514,474
e. UAL Loyalty Services, Inc.								$2,347,449
f. United Aviation Fuel Corporation								$976,019
TOTAL BEGINNING BALANCE								$2,290,264,099
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)				$1,395,503,741
2. Other receipts				$226,065,663
TOTAL RECEIPTS	(A)			$1,621,569,404
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers				$816,954
b. Non-Officer				$181,123,471
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings				$61,097,539
b. State income tax w/held				$8,998,643
c. State sales or use tax				$179,308
d. Other 5				$158,857,197
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)				$1,109,016,996
b. Transferred to escrows / restricted cash				$0
TOTAL DISBURSEMENTS	(B)			$1,520,090,108
NET RECEIPTS (Line (A) less Line (B))							$101,479,296
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)							$2,391,743,395
Bank One Overnight Investment Account (month over month change) 7							($4,516,815)
TOTAL ENDING BALANCE 8							$2,387,226,580
Check
ENDING BALANCE (as of November 30, 2004)
Operating Accounts - DOM			$39,503,880
Operating Accounts - INT			$20,377,372
London Overnight Investment			$2,185,193
Liquidity Pool			$1,472,538,243
Restricted Cash 3			$842,973,879
Subsidiaries:
Mileage Plus, Inc.			$281,811
Premier Meeting and Travel Services, Inc.			$1,171,825
MyPoints.com, Inc.			$4,374,653
Domicile Management Services, Inc.			$297,573
UAL Loyalty Services, Inc.			$726,045
United Aviation Fuel Corporation			$2,796,106
TOTAL ENDING BALANCE			$2,387,226,580
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 November (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

1,409,763,378

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,503,180

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

85,313,404

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,499,579,962

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

226,065,663

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,725,645,625

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

104,076,221

( D )

NET RECEIPTS

$1,621,569,404

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,395,503,741

(A-D )

Other receipts

226,065,663

( B )

$1,621,569,404

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 $92,416,772.

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																						1,287,842,300
Domestic Operational Receipts						NON BANK ONE / JP MORGAN CHASE ACTIVITY																						-
																												-
																												-
																												-
Total Non-Bank One Receipts																												-
International Operational Receipts					BEG BALANCE (LESS) ENDING BALANCE																							$85,042,294
					PLUS NET REPATRIATION
Total Operational Receipts					TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY																							1,372,884,594
Debtor-In-Possession Financing																												-
Other Non-Operational Receipts 2							SEE FOOTNOTE BELOW																					$226,014,708
Less, Non-filing entities							NONE FOR THIS PERIOD																					-
								GROSS RECEIPTS																				1,598,899,302
								UAL																				-
								UAL Loyalty Services, Inc.																				-
								UAL Company Services, Inc.																				-
								Confetti Inc.																				-
								MyPoints.com, Inc.																				27,122
								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.																				79,117
								United Aviation Fuels Corporation																				16,271,000
								United Cogen, Inc.																				-
								Mileage Plus, Inc.																				98,784
								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																									16,476,023
			NET RECEIPTS																									$1,582,423,279
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
2 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 
 
 

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

280,408

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

280,408

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

1,111

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

281,519

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

281,519

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,227,839

Receipts

281,519

Disbursements

(337,533)

Reconciled Ending Balance

$1,171,825

Reported Ending Balance

$1,171,825

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)

2,503,180

-

-

-

Total Non-Bank One Receipts

2,503,180

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,503,180

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

31,147

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,534,327

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,534,327

BANK STATEMENT RECONCILIATION:

Beginning Balance

$4,053,541

Receipts

2,534,327

Disbursements

(2,213,215)

Reconciled Ending Balance

$4,374,653

Reported Ending Balance

$4,374,653

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

$2,000,000

-

-

-

Total Non-Bank One Receipts

2,000,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,000,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

6,752

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,006,752

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

2,000,000

NET RECEIPTS

6,752

BANK STATEMENT RECONCILIATION:

Beginning Balance

$604,229

Receipts

2,006,752

Disbursements

(2,329,170)

Reconciled Ending Balance

$281,811

Reported Ending Balance

$281,811

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

118,025,972

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

118,025,972

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)

118,025,972

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

81,985,500

(Provide detail above)

NET RECEIPTS

36,040,472

BANK STATEMENT RECONCILIATION:

Beginning Balance

$976,019

Receipts

118,025,972

Disbursements

(116,205,885)

Reconciled Ending Balance

$2,796,106

Reported Ending Balance

$2,796,106

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

$3,614,698

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

3,614,698

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

-

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

3,614,698

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

3,614,698

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$2,347,449

Receipts

3,614,698

Disbursements

(5,236,102)

Reconciled Ending Balance

$726,045

Reported Ending Balance

$726,045

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

106.04

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

271,110

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

271,110

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

11,945

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

283,055

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

283,055

BANK STATEMENT RECONCILIATION:

Beginning Balance

$283,997

Receipts

283,055

Disbursements

(269,479)

Reconciled Ending Balance

$297,573

Reported Ending Balance

$297,573

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

816,954

( A )

xxx

PAYROLL NON-OFFICER

181,123,471

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

403,192,930

06

CATERING

29,728,781

03

RECURRING RENT

61,261,084

01

GENERAL PAYABLES

592,141,930

17

INSURANCE

46,172,178

18

LANDING FEES

21,396,085

xxx

OTHER

59,200,228

SUBTOTAL EXCLUDING PAYROLL

1,213,093,217

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,395,033,642

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

104,076,221

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

61,097,539

b. State income tax w/held

8,998,643

c. State sales or use tax

179,308

d. Other 3

158,857,197

TOTAL TAXES

229,132,687

( E )

NET MONTHLY DISBURSEMENTS

$ 1,520,090,108

Forward to MOR Summary:

Officers Payroll

816,954

( A )

Non-Officer Payroll

181,123,471

( B )

Taxes

229,132,687

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,109,016,996

(C-D)

$ 1,520,090,108

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

2 Fuel Summary:

UAFC Fuel Disbursements

116,205,885

United Fuel Disbursements

286,987,045

Total Fuel Disbursements

403,192,930

Less: Intercompany Transfers

(98,256,500)

Fuel Disbursements

$ 304,936,430

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											131,555
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											131,555
				GROSS DISBURSEMENTS (tie to bank statement)								131,555
				(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								131,555
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												816,954
xxx	PAYROLL NON-OFFICER												180,052,343
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)						286,987,045
06	CATERING												29,728,781
03	RECURRING RENT												61,261,084
01	GENERAL PAYABLES												582,711,466
17	INSURANCE												46,172,178
18	LANDING FEES												21,396,085
xxx	OTHER 2												59,200,228
	SUBTOTAL EXCLUDING PAYROLL												1,087,456,867
				GROSS DISBURSEMENTS (tie to bank statement)									1,268,326,164
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.									-
				Premier Meeting and Travel Services, Inc.									-
				Mileage Plus, Inc.									2,000,000
				United Aviation Fuels Corporation									81,985,500
				UAL Loyalty Services, Inc.									3,614,698
				Domicile Management Services, Inc.									-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES									87,600,198
				TAXES:
				a. Federal Income Tax and FICA withholdings									60,881,939
				b. State income tax w/held									8,983,653
				c. State sales or use tax									178,870
				d. Other (specify) 3									158,852,711
				TOTAL TAXES									228,897,173
				NET MONTHLY DISBURSEMENTS								$ 1,409,623,139
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													5,236,102
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													5,236,102
				GROSS DISBURSEMENTS (tie to bank statement)										5,236,102
				(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										$ 5,236,102
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 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.

 
 
 
 

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

384,530

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,828,685

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,828,685

GROSS DISBURSEMENTS (tie to bank statement)

2,213,215

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

27,122

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

$ 2,186,093

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 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:		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 November 30, 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											337,533
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											337,533
				GROSS DISBURSEMENTS (tie to bank statement)								337,533
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								79,117
				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								$ 258,416
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												116,205,885
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												-
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												116,205,885
				GROSS DISBURSEMENTS (tie to bank statement)									116,205,885
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									16,271,000
				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									$ 99,934,885
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											220,052
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											220,052
				GROSS DISBURSEMENTS (tie to bank statement)								220,052
				(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								220,052
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												675,609
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												1,418,358
17	INSURANCE
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												1,418,358
				GROSS DISBURSEMENTS (tie to bank statement)									2,093,967
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									98,784
				TAXES:
				a. Federal Income Tax and FICA withholdings									215,600
				b. State income tax w/held									14,990
				c. State sales or use tax									128
				d. Other 1									4,486
				TOTAL TAXES									235,204
				NET MONTHLY DISBURSEMENTS									$ 2,230,387
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 November 30, 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 November 30, 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 November 30, 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 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.

 
 
 
 

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											10,989
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											258,180
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											258,180
				GROSS DISBURSEMENTS (tie to bank statement)								269,169
				(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								310
				d. Other 1								-
				TOTAL TAXES								310
				NET MONTHLY DISBURSEMENTS								$ 269,479
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 November 30, 2004

/s/ Jeffrey T. Kawalsky

Signature

Jefferey T. Kawalsky

Vice President - Treasurer

Print Name and Title

12/21/2004

Date

Insider Payments

The undersigned verifies that, all payments made to insiders, as defined in 11 U.S.C. Section 101 of the U.S. Bankruptcy Code, during the reporting period have been made in the ordinary course of business or in accordance with the provisions of an Order entered by the U.S. Bankruptcy Court.

/s/ Lynn Hughitt

Signature

Lynn Hughitt

Vice President & Controller

Print Name and Title

12/21/2004

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	11/1/04	110,000.00
US BANK	AIRCRAFT	11/1/04	1,306,407.40
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/1/04	75,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/1/04	385,000.00
CIT GROUP	AIRCRAFT	11/1/04	135,000.00
SOCIETE GENERALE PARIS	AIRCRAFT	11/1/04	75,000.00
US BANK	AIRCRAFT	11/2/04	308,361.11
US BANK	AIRCRAFT	11/5/04	270,000.00
IAE	AIRCRAFT	11/8/04	1,620,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	11/8/04	170,000.00
US BANK	AIRCRAFT	11/8/04	1,030,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/8/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/8/04	1,005,333.33
AIE VI	AIRCRAFT	11/9/04	3,630,000.00
US BANK	AIRCRAFT	11/10/04	326,305.56
WILMINGTON TRUST COMPANY	AIRCRAFT	11/10/04	1,273,333.33
US BANK	AIRCRAFT	11/12/04	893,444.45
WILMINGTON TRUST COMPANY	AIRCRAFT	11/12/04	1,208,889.89
US BANK	AIRCRAFT	11/15/04	347,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/15/04	2,775,000.00
US BANK	AIRCRAFT	11/16/04	2,400,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/16/04	4,000,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/17/04	8,325,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/17/04	258,777.78
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	11/18/04	504,833.33
US BANK	AIRCRAFT	11/18/04	1,048,500.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/19/04	654,200.80
WILMINGTON TRUST COMPANY	AIRCRAFT	11/19/04	1,256,632.50
US BANK	AIRCRAFT	11/23/04	425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/23/04	191,333.33
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/26/04	2,147,784.16
US BANK	AIRCRAFT	11/29/04	589,610.99
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/29/04	5,780,598.24
WILMINGTON TRUST COMPANY	AIRCRAFT	11/29/04	384,333.34
HELADEFF	AIRCRAFT	11/29/04	1,284,041.19
CUMBERLAND LEASE CORP	AIRCRAFT	11/30/04	296,083.33
MIZUHO CORPORATE BANK	AIRCRAFT	11/30/04	650,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	11/30/04	2,340,000.00
US BANK	AIRCRAFT	11/30/04	17,426,407.40
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/30/04	17,508,315.81
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	11/30/04	1,337,843.04
WILMINGTON TRUST COMPANY	AIRCRAFT	11/30/04	1,416,333.33
CIT GROUP	AIRCRAFT	11/30/04	135,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/30/04	81,820.56
UT FINANCE	AIRCRAFT ENGINE	11/30/04	185,234.37
Total			87,651,758.56

 

SCHEDULE E - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock & Brown	52,500	52,500
	Cognizant Associates	160,884	160,884
	Computershare Investor	5,047	5,047
	FTI Consulting / PWC	82,076	82,076
	Gordian Group	6,995	6,995
	Huron Consulting Group	373,354	373,354
	Jenner & Block	89,044	89,044
	KPMG LLP	995,602	995,602
	Kirkland & Ellis	2,560,925	2,560,925
	Leaf Group	24,657	24,657
	McKinsey & Co (OCP)	2,500,896	2,500,896
	Marr Hipp Jones & Wang	2,688	2,688
	Mayer, Brown	155,343	155,343
	MBT & LeBoeuf	58,138	58,138
	Mercer Management Consulting	82,583	82,583
	Paul Hastings	9,317	9,317
	Piper Rudnick	8,637	8,637
	Poorman-Douglas	291,527	291,527
	Rothschild Inc	168,129	168,129
	Saybrook Capital	401,249	401,249
	Sonnenschein Nath & Rosenthal	1,174,687	1,174,687
	Sperling & Slater	39,196	39,196
	Transportation Planning, Inc	42,158	42,158
	Vedder Price	831,137	831,137
	Retired SAM Committee	52	52
	Committee of Unsecured Creditors	15,692	15,692
	Total	$ 10,132,512.79	$ 10,132,512.79
1	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in November 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

$1,194,661,224

$1,063,484,351

$1,051,829,312

$11,655,039

Add: sales on account

$1,422,067,574

Less: collections

($1,563,363,554)

Less: Write-offs and Clearing

($1,535,932)

End of month balance

$1,051,829,312

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$943,206,316

$44,259,449

$13,567,714

$50,795,833

$1,051,829,312

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

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

STATEMENT OF ACCOUNTS PAYABLE

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$428,320,000

$400,539,000

$395,598,000

$4,941,000

Add: credit extended

($1,429,825,350)

Less: payments on account

$1,397,103,350

End of month balance

$395,598,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$394,588,218

$259,600

$750,182

$0

$395,598,000

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 171 domestic bank accounts, the Debtor operates 113 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		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
SUN TRUST		Washington, DC			n/a
SUN TRUST BANK		Nashville, TN			n/a
SUN TRUST BANK		Orlando, FL			n/a
THE NORTHERN TRUST		Chicago, IL			n/a
TIDEWATER BANK		Norfolk, VA			n/a
U.S. BANK OF MINNESOTA		Medford, OR			n/a
UNION BANK OF CALIFORNIA		San Diego, CA			n/a
UNIZAN BANK		North Canton, OH			n/a
US BANK		Aspen, CO			n/a
US BANK		Rapid City, SD (Mileage Plus)			n/a
US BANK (HELENA, MONTANA)		Billings, MT			n/a
US BANK (MINNESOTA)		Lincoln, NE			n/a
WACHOVIA		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		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 WEST		Denver, CO			n/a
WELLS FARGO BANK WEST		Ignacio, Colorado			n/a
WELLS FARGO BANK WEST		Colorado Springs, CO			n/a
WELLS FARGO BANK, N.A.		Boise, ID			n/a
WELLS FARGO BANK, NA		Las Vegas, NV			n/a
WELLS FARGO BANK-NE		Omaha, NE			n/a
WELLS FARGO-LAS VEGAS		Las Vegas, NV			n/a
WELLS FARGO-MINNESOTA		Minneapolis, MN			n/a
WELLS FARGO-NEW MEXICO		Albuquerque, NM			n/a
WELLS FARGO-SOUTH DAKOTA		Sioux Falls, SD			n/a
WESTAMERICA BANK		Suisun, CA			n/a
WHITNEY NATIONAL		New Orleans, LA			n/a
ZIONS BANK:AW		Salt Lake City, UT			n/a

 
 

SCHEDULE G - Bank Accts and Financial Institution Relationships
EUROPEAN BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
BANK OF BERMUDA	BERMUDA	n/a
KREDIETBANK	Belgium	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
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
CREDIT SUISSE	Switzerland	n/a
CITIBANK (USD)	Vietnam	n/a
ASIA-PACIFIC BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
AUSTRALIA & NEW ZEALAND BANKING GROUP	Australia	n/a
CITIBANK AUSTRALIA	Australia	n/a
CHINA CONSTRUCTION BANK	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
CHINA CONSTRUCTION BANK	China	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
HONGKONG & SHANGHAI BANK	Hong Kong	n/a
CITIBANK	India	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
CITIBANK	Japan	n/a
CITIBANK	Japan	n/a
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
CITIBANK	New Zealand	n/a
CITIBANK	Singapore	n/a
BANK OF AMERICA	Singapore	n/a
CITIBANK	Thailand	n/a
CITIBANK	Taiwan	n/a
LATIN AMERICA BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
CITIBANK	Argentina	n/a
BANCO DE BOSTON	Argentina	n/a
BANCO DE LA NACION	Argentina	n/a
BANCO RIO DE LA PLATA	Argentina	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
UNIBANCO	Brazil	n/a
BANCO DE BRASIL	Brazil	n/a
BANCO BOSTON	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO DE OCCIDENTE	Guatemala	n/a
CITIBANK	Guatemala	n/a
NATIONAL COMMERCIAL BANK	Jamaica	n/a
BANCA SERFIN	Mexico	n/a
BANCA SERFIN	Mexico	n/a
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
SUBSIDIARY BANK ACCOUNTS
Financial Institution	Country	Bank Acct #
UNITED AVIATION FUELS CORP.
NOTHERN TRUST BANK	USA	n/a
UNITED WORLDWIDE CORP.
JP MORGAN CHASE	USA	n/a
MILEAGE PLUS, INC.
SHORE BANK	USA	n/a
PREMIER MEETING & TRAVEL SERVICES, INC.
BANK ONE	USA	n/a
BANK ONE	USA	n/a
MY POINTS.COM, INC.
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
FLEET BANK	USA	n/a
WELLS CAPITAL MANAGEMENT	USA	n/a
WELLS FARGO BANK	USA	n/a
UAL LOYALTY SERVICES
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
KION DE MEXICO
BANCA SERFIN, S.A.	MEXICO	n/a
BANCA SERFIN, S.A.	MEXICO	n/a
CITIBANK	USA	n/a

 
 
 
 

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

 
 
 
 
 
 
 
 
                                                                                                                                                                         & nbsp;                                                                                                        Exhibit 99.2

Worldwide Communications:

Media Relations Office: 847.700.5538

Evenings/Weekends: 847.700.4088
 
 

UAL REPORTS NOVEMBER RESULTS

Reports Operating Loss of $188 Million

 
 

CHICAGO, December 21, 2004 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its November Monthly Operating Report with the United States Bankruptcy Court. The company reported an operating loss of $188 million for November 2004. Mainline passenger unit revenue decreased 1% year-over-year. Unit costs were up 9% over last year. Excluding fuel, unit costs were flat year-over-year. The company reported a net loss of $87 million, including a $158 million gain from the sale of Orbitz shares and $20 million of reorganization expenses.

United continued to deliver strong operational results in November, with an on-time :14 arrival performance rate of 83.2% and a load factor of 76.1%. Employees also exceeded the company's goals for November for customer satisfaction, as measured by definite intent to repurchase.

"Due to harsh industry conditions, we must urgently implement additional cost reduction initiatives so that the durable, long-lasting savings required are in place by mid-January," said Jake Brace, executive vice president and chief financial officer. "We have reached a tentative agreement with the Air Line Pilots Association (ALPA), and we look forward to productive negotiations with our other unions. While United continues to face some very difficult challenges, once these savings are in place, no other network carrier is better positioned to be profitable and competitive for the long term."

UAL ended November with a cash balance of about $2.4 billion, which included $843 million in restricted cash (filing entities only). The cash balance increased approximately $97 million during the month of November, driven by $185 million in cash proceeds from the sale of Orbitz shares. Because of the gain from the sale of Orbitz shares, the company met its November EBITDAR covenant.

United, United Express and Ted operate more than 3,500 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.
 
 

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