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: March 24, 2005
(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 March 24, 2005, UAL Corporation filed its monthly operating report for the period February 1, 2005 through February 28, 2005 with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1. A copy of the press release is provided hereunder as Exhibit 99.2.

 
 
 
Item 9.01 Financial Statements and Exhibits.
 
(c)
Exhibits
Description
 
 
99.1
Monthly Operating Report of UAL Corporation for the period February 1, 2005 through February 28, 2005
 
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:  March 24, 2005

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
February 1, 2005 THROUGH February 28, 2005
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
February 1, 2005 THROUGH February 28, 2005
DEBTOR'S ADDRESS: UAL Corporation
1200 East Algonquin Road
Elk Grove Township, IL 60007
DEBTOR'S ATTORNEYS: James H. M. Sprayregen, P.C. (ARDC No. 6190206)
Marc Kieselstein (ARDC No. 6199255)
David R. Seligman (ARDC No. 6238064)
KIRKLAND & ELLIS
200 East Randolph Street
Chicago, IL 60601
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)
Counsel for the Debtors and Debtors In Possession
REPORT PREPARER: UAL Corporation et al
I declare under penalty of perjury that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: 3/24/2005 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 May 15, 2005)
C. Statements of Consolidated Cash Flows (Form 10Q to be filed by May 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 February 28, 2005
($ amounts in 000's)
UAL
CONSOLIDATING
Total operating revenues
1,307,709 
Total operating expenses
1,486,631 
Earnings (loss) from operations 
(178,922)
Non-operating income (expenses):
Net interest expense
(35,078)
Other income (expenses), net:
15,320 
Total non-operating income (expenses):
(19,758)
Net Earnings (loss) before Reorganization items
(198,680)
Reorganization items
(92,015)
Net earnings (loss)
(290,695)

 
 
 
 
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 February 28, 2005
(Amounts in US dollar $)
BEGINNING BALANCE (ending balance January 31, 2005)
Operating Accounts - DOM
$24,536,614 
Operating Accounts - INT 
$25,420,645 
London Overnight Investment Balance 
$2,243,150 
Liquidity Pool
$1,114,263,977 
Restricted Cash 3
$854,759,093 
Subsidiaries:
a. Mileage Plus, Inc.
$773,377 
b. Premier Meeting and Travel Services, Inc.
$1,283,424 
c. MyPoints.com, Inc.
$7,483,846 
d. Domicile Management Services, Inc.
$9,698 
e. UAL Loyalty Services, Inc.
$857,785 
f. United Aviation Fuel Corporation
$188,366 
TOTAL BEGINNING BALANCE 
$2,031,819,974 
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)
$1,399,857,321 
2. Other receipts 
$61,243,368 
TOTAL RECEIPTS (A)
$1,461,100,689 
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers
$850,559 
b. Non-Officer 
$153,533,819 
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings
$61,143,987 
b. State income tax w/held
$7,741,516 
c. State sales or use tax
$211,941 
d. Other 5
$116,384,217 
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)
$946,026,042 
b. Transferred to escrows / restricted cash
TOTAL DISBURSEMENTS  (B)
$1,285,892,080 
NET RECEIPTS (Line (A) less Line (B))
$175,208,609 
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)
$2,207,028,583 
Bank One Overnight Investment Account (month over month change) 7
$8,238,072 
TOTAL ENDING BALANCE 8
$2,215,266,655
Check
ENDING BALANCE (as of February 28, 2005)
Operating Accounts - DOM
$38,053,000 
Operating Accounts - INT
$28,346,600 
London Overnight Investment
$6,217,427 
Liquidity Pool
$1,259,017,412 
Restricted Cash 3
$869,814,225 
Subsidiaries:
Mileage Plus, Inc.
$361,952 
Premier Meeting and Travel Services, Inc.
$1,070,300 
MyPoints.com, Inc.
$7,765,702 
Domicile Management Services, Inc.
$257,346 
UAL Loyalty Services, Inc.
$1,432,634 
United Aviation Fuel Corporation
$2,930,056 
TOTAL ENDING BALANCE
$2,215,266,655 
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 February (2005). 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
1,424,758,516 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
4,794,254 
International Operational Receipts 2
BEG BALANCE (LESS) ENDING BALANCE
86,320,057 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,515,872,827 
( A )
Debtor-In-Possession Financing
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
61,243,368 
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statements)
1,577,116,195 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
116,015,506 
( D )
NET RECEIPTS
$1,461,100,689 
Forward to MOR Summary:
Receipts from operations (net of Intercompany receipts)
1,399,857,321 
(A-D )
Other receipts
61,243,368 
( B )
$1,461,100,689 
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 $82,912,034
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
1,303,928,817
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
-
-
-
-
Total Non-Bank One Receipts
-
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
$85,837,989
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,389,766,806
Debtor-In-Possession Financing
-
Other Non-Operational Receipts 2
SEE FOOTNOTE BELOW
$61,191,635
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS 
1,450,958,441
UAL
-
UAL Loyalty Services, Inc.
-
UAL Company Services, Inc.
-
Confetti Inc.
-
MyPoints.com, Inc.
32,298
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.
77,140
United Aviation Fuels Corporation 
13,900,000
United Cogen, Inc.
-
Mileage Plus, Inc.
-
United GHS, Inc.
-
United Worldwide Corporation
-
United Vacations, Inc.
-
Four Star Leasing, Inc.
-
Air Wisconsin Services, Inc.
-
Air Wisconsin , Inc.
-
Domicile Management Services, Inc.
-
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
14,009,438
NET RECEIPTS
$1,436,949,003
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
314,089
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
314,089
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
1,206
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
315,295
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
9,448
NET RECEIPTS
305,847
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,283,424 
Receipts
315,295 
Disbursements
(528,419)
Reconciled Ending Balance
$1,070,300 
Reported Ending Balance
$1,070,300 
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)
2,794,254
-
-
-
Total Non-Bank One Receipts
2,794,254
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
2,794,254
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
44,823
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
2,839,077
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
2,839,077
BANK STATEMENT RECONCILIATION:
Beginning Balance
$7,483,846 
Receipts
2,839,077 
Disbursements
(2,557,221)
Reconciled Ending Balance
$7,765,702 
Reported Ending Balance
$7,765,702 
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.
5,721
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
2,005,721
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
2,000,000
NET RECEIPTS
5,721
BANK STATEMENT RECONCILIATION:
Beginning Balance
$441,666 
Receipts
2,005,721 
Disbursements
(2,085,435)
Reconciled Ending Balance
$361,952 
Reported Ending Balance
$361,952 
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
117,018,990
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
117,018,990
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)
117,018,990
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
96,500,000
(Provide detail above)
NET RECEIPTS
20,518,990
BANK STATEMENT RECONCILIATION:
Beginning Balance
$188,366 
Receipts
117,018,990 
Disbursements
(114,277,300)
Reconciled Ending Balance
$2,930,056 
Reported Ending Balance
$2,930,056 
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
$3,496,620
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
3,496,620
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)
3,496,620
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
3,496,620
NET RECEIPTS
-
BANK STATEMENT RECONCILIATION:
Beginning Balance
$857,785 
Receipts
3,496,620 
Disbursements
(2,921,771)
Reconciled Ending Balance
$1,432,634 
Reported Ending Balance
$1,432,634 
Difference
$0 

 
 
 
 
BANK
ENTITY: DOMICILE MGMT SERVICES, INC. ACCTS: Citibank #0-157487-016
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
US $ @
103.44
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
482,068
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
482,068
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
(17)
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
482,051
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
482,051
BANK STATEMENT RECONCILIATION:
Beginning Balance 
$9,698 
Receipts
482,051 
Disbursements
(234,403)
Reconciled Ending Balance
$257,346 
Reported Ending Balance 
$257,346 
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
850,559 
( A ) 
xxx PAYROLL NON-OFFICER
153,533,819 
( B ) 
04 AVIATION FUEL 2 (SEE FUEL SUMMARY BELOW)
326,964,542 
06 CATERING
25,038,765 
03 RECURRING RENT
44,033,618 
01 GENERAL PAYABLES
545,044,189 
17 INSURANCE
36,020,378 
18 LANDING FEES
25,483,890 
xxx OTHER
59,456,166 
SUBTOTAL EXCLUDING PAYROLL
1,062,041,548 
( C ) 
GROSS DISBURSEMENTS (tie to bank statement)
1,216,425,925 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
116,015,506 
( D ) 
TAXES:
a. Federal Income Tax and FICA withholdings
61,143,987 
b. State income tax w/held
7,741,516 
c. State sales or use tax
211,941 
d. Other 3
116,384,217 
TOTAL TAXES
185,481,660 
( E ) 
NET MONTHLY DISBURSEMENTS
$ 1,285,892,080 
Forward to MOR Summary:
Officers Payroll
850,559 
( A ) 
Non-Officer Payroll
153,533,819 
( B ) 
Taxes
185,481,660 
( E ) 
Necessary Operational Disbursements (less intercompany transfers)
946,026,042 
(C-D) 
$ 1,285,892,080 
1 Includes disbursement activity for all filing entities of UAL Corporation (refer to page 4).
2 Fuel Summary:
UAFC Fuel Disbursements
114,277,300 
United Fuel Disbursements
212,687,242 
Total Fuel Disbursements
326,964,542 
Less: Intercompany Transfers
(110,400,000)
Fuel Disbursements
$ 216,564,542 
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
161,107
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
161,107
GROSS DISBURSEMENTS (tie to bank statement)
161,107
(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
161,107
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
850,559
xxx PAYROLL NON-OFFICER
152,291,929
04 AVIATION FUEL (Includes intercompany transfer to UAFC, see below)
212,687,242
06 CATERING
25,038,765
03 RECURRING RENT
44,033,618
01 GENERAL PAYABLES
538,768,158
17 INSURANCE
35,083,464
18 LANDING FEES
25,483,890
xxx OTHER 2
59,456,166
SUBTOTAL EXCLUDING PAYROLL
940,551,303
GROSS DISBURSEMENTS (tie to bank statement)
1,093,693,791
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
MyPoints.com, Inc.
-
Premier Meeting and Travel Services, Inc.
9,448
Mileage Plus, Inc.
2,000,000
United Aviation Fuels Corporation
96,500,000
UAL Loyalty Services, Inc.
3,496,620
Domicile Management Services, Inc.
-
TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES
102,006,068
TAXES:
a. Federal Income Tax and FICA withholdings
60,945,620
b. State income tax w/held
7,709,001
c. State sales or use tax
211,565
d. Other (specify) 3
116,380,302
TOTAL TAXES
185,246,487
NET MONTHLY DISBURSEMENTS
$ 1,176,934,210
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
2,921,771
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
2,921,771
GROSS DISBURSEMENTS (tie to bank statement)
2,921,771
(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
$ 2,921,771
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
617,698 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
1,939,523 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
1,939,523 
GROSS DISBURSEMENTS (tie to bank statement)
2,557,221 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
32,298 
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
$ 2,524,923 
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. 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 February 28, 2005.
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
528,382
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
528,382
GROSS DISBURSEMENTS (tie to bank statement)
528,382
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
77,140
TAXES:
a. Federal Income Tax and FICA withholdings
-
b. State income tax w/held
-
c. State sales or use tax
37
d. Other 1
-
TOTAL TAXES
37
NET MONTHLY DISBURSEMENTS
$ 451,279
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
114,277,300
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
-
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
114,277,300
GROSS DISBURSEMENTS (tie to bank statement)
114,277,300
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
13,900,000
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
$ 100,377,300
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
201,652
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
201,652
GROSS DISBURSEMENTS (tie to bank statement)
201,652
(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
201,652
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
615,951
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
297,773
17 INSURANCE
936,914
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
1,234,687
GROSS DISBURSEMENTS (tie to bank statement)
1,850,638
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
198,367
b. State income tax w/held
32,515
c. State sales or use tax
-
d. Other 1
3,915
TOTAL TAXES
234,797
NET MONTHLY DISBURSEMENTS
$ 2,085,435
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 February 28, 2005.
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 February 28, 2005.
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 February 28, 2005.
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
8,241
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
225,823
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
225,823
GROSS DISBURSEMENTS (tie to bank statement)
234,064
(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
339
d. Other 1
-
TOTAL TAXES
339
NET MONTHLY DISBURSEMENTS
$ 234,403
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 February 28, 2005
/s/ Kathryn Mikells
Signature
Kathryn Mikells
Vice President - Treasurer
Print Name and Title
03/23/2005
Date
Insider Payments
The undersigned verifies that, all payments made to insiders, as defined in 11 U.S.C. Section 101 of the U.S. Bankruptcy Code, during the reporting period have been made in the ordinary course of business or in accordance with the provisions of an Order entered by the U.S. Bankruptcy Court.
/s/ David Wing
Signature
David Wing
Vice President & Controller
Print Name and Title
03/23/2005
Date

 
 
 
 
SCHEDULE C - Description of Tax Trusts
Escrow Accounts
The Debtors have created an escrow account to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. These trust funds are described below.
Escrow Fund
This escrow fund was established with LaSalle Bank on November 29, 2002 and funded on December 5, 2002 with an initial funding of $200 million to account for the estimated tax liability of UAL Corporation, UAL Loyalty Services, Inc., Confetti, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, Inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc.,Air Wisconsin Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuel Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation, and United Vacations, Inc. No subsequent funding or payments are made from the escrow account.
The components of the Escrow fund:
w Federal payroll withholding taxes, FICA (employee portion), and Medicare;
w Federal air transportation excise taxes;
w Federal security charges;
w Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");
w Federal Immigration and Naturalization Service (INS) fees;
w Federal customs fees;
w State and local income tax withholding;
w Disability taxes;
w Passenger facility charges ("PFC");
w State sales and use taxes;
w Federal and state fuel taxes

 
 
 
 
SCHEDULE D - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor 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
2/1/05
110,000.00
US BANK AIRCRAFT
2/1/05
1,176,638.89
WILMINGTON TRUST COMPANY AIRCRAFT
2/1/05
160,000.00
EXPORT DEVELOPMENT CANADA SIMULATOR
2/1/05
1,002,646.55
SOCIETE GENERALE PARIS AIRCRAFT
2/1/05
328,750.00
CALYON, PARIS AIRCRAFT
2/1/05
1,218,588.32
US BANK AIRCRAFT
2/2/05
308,361.11
US BANK AIRCRAFT
2/3/05
80,000.00
US BANK AIRCRAFT
2/4/05
670,000.00
RBS AEROSPACE LIMITED AIRCRAFT
2/7/05
126,083.33
US BANK AIRCRAFT
2/7/05
200,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/7/05
80,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
2/7/05
305,333.33
IAE AIRCRAFT
2/8/05
1,620,000.00
RBS AEROSPACE LIMITED AIRCRAFT
2/8/05
127,027.78
WILMINGTON TRUST COMPANY AIRCRAFT
2/8/05
700,000.00
AIE VI AIRCRAFT
2/9/05
3,630,000.00
US BANK AIRCRAFT
2/10/05
326,305.56
WILMINGTON TRUST COMPANY AIRCRAFT
2/10/05
1,273,333.33
US BANK AIRCRAFT
2/11/05
326,777.78
WILMINGTON TRUST COMPANY AIRCRAFT
2/11/05
400,000.00
US BANK AIRCRAFT
2/14/05
1,073,666.67
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/14/05
2,775,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/15/05
4,000,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/17/05
8,325,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
2/17/05
85,000.00
BNP PARIBAS, TOKYO BRANCH AIRCRAFT
2/18/05
504,833.33
US BANK AIRCRAFT
2/18/05
1,048,500.00
US BANK AIRCRAFT
2/22/05
160,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/22/05
2,048,804.11
WILMINGTON TRUST COMPANY AIRCRAFT
2/22/05
409,807.00
US BANK AIRCRAFT
2/23/05
425,000.00
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/23/05
1,914,000.00
WILMINGTON TRUST COMPANY AIRCRAFT
2/23/05
170,000.00
CUMBERLAND LEASE CORP AIRCRAFT
2/28/05
95,000.00
MIZUHO CORPORATE BANK AIRCRAFT
2/28/05
650,000.00
PHILIP MORRIS CAPITAL CORPORATION AIRCRAFT
2/28/05
2,340,000.00
US BANK AIRCRAFT
2/28/05
16,204,740.74
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
2/28/05
24,991,159.21
WILMINGTON TRUST COMPANY AIRCRAFT
2/28/05
1,124,333.34
CIT GROUP AIRCRAFT
2/28/05
135,000.00
UT FINANCE AIRCRAFT ENGINE
2/28/05
186,665.77
82,836,356.15

 
 
 
 
SCHEDULE E - Professional Payments
PROFESSIONAL GROUP
MONTH AMOUNT AUTHORIZED
MONTH AMOUNT PAID
Babcock & Brown
$ 225,000.00 
$ 225,000.00 
Cognizant Associates
29,025.90 
29,025.90 
Huron Consulting Group
282,782.34 
282,782.34 
Kirkland & Ellis
3,362,641.95 
3,362,641.95 
Leaf Group
40,621.44 
40,621.44 
Marr Hipp Jones & Wang
157,071.59 
157,071.59 
Mercer Management Consulting
230,526.24 
230,526.24 
Mesirow Financial Consulting
691,418.80 
691,418.80 
Saybrook Capital
281,595.11 
281,595.11 
Sonnenschein Nath & Rosenthal
1,303,817.24 
1,303,817.24 
Sperling & Slater
308,968.88 
308,968.88 
Vedder Price
272,390.38 
272,390.38 
Committee of Unsecured Creditors
6,047.91 
6,047.91 
Total
$ 7,191,907.78 
$ 7,191,907.78 
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 February 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
$1,101,220,490 
$1,185,640,446
$1,154,360,804
$11,279,642
Add: sales on account
$1,482,047,322 
Less: collections
($1,426,018,511)
Less: Write-offs and Clearing
($2,888,497)
End of month balance
$1,154,360,804 
0 - 30 Days2
31 - 60 Days2
61 - 90 Days2
Over 90 Days2
End of Month Total
$1,013,143,857 
$62,317,823 
$21,627,232 
$57,271,892 
$1,154,360,804 
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