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: May 27, 2004

(Date of earliest event reported)

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	1-6033	36-2675207
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 
 

1200 East Algonquin Road, Elk Grove Township, Illinois 60007

(Address of principal executive offices)

(847) 700-4000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 
 
 
 
 
 
 
 
 
 
 

Item 5.	Other Events
On May 27, 2004, UAL Corporation filed its monthly operating report for the period April 1, 2004, through April 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 7.			Financial Statements and Exhibits.
(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period April 1, 2004, through April 30, 2004

 
 
 
 
 
 
 

SIGNATURES

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

 
 
 

Dated:  May 27, 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
APRIL 1, 2004 THROUGH APRIL 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.

 
 
 
 

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
APRIL 1, 2004 THROUGH APRIL 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: 5/27/04	DEBTOR-IN-POSSESSION
Print Name/Title:	Frederic F. Brace
	Executive Vice President and
	Chief Financial Officer
Signature:	/s/  Frederic F. Brace
Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007
Phone:

 
 
 
 

I.

Table of Contents

II.

UAL Corporation, et al. Unaudited Financial Statements

A.

Condensed Consolidating Statement of Operations (Discloses only filing entities)

B.

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

C.

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

III.

Summary of Cash Receipts and Cash Disbursements

A.

Unaudited Consolidated Receipt Summary

B.

Unaudited Disbursements by Legal Filing Entity and Summary

IV.

Additional Schedules

A.

Insurance - - Certifications

B.

Payments to Insiders - Certification

C.

Description of Tax Trusts / Escrows

D.

Payments to Secured Creditors and Lessors

E.

Professional Fee Payments

F.

Accounts Receivable Schedule and Accounts Payable Schedule

G.

Bank Accounts and Financial Institution Relationships

V.

Tax Questionnaire

 
 
 
 

UAL Corporation, et al. -Filing Entities
		Legal Filing Entity		Reporting Structure
1		UAL Corporation		X-1
2		United Air Lines, Inc.		X-1
3		UAL Company Services, Inc.		X-1
4		UAL Loyalty Services, Inc.		X-1
5		Confetti Inc.		X-4
6		Mileage Plus Holdings, Inc.		X-4
7		Mileage Plus Marketing, Inc.		X-6
8		MyPoints.com, Inc.		X-4
9		Cybergold, Inc.		X-8
10		iTarget.com, Inc.		X-8
11		MyPoints Offline Services, Inc.		X-8
12		UAL Benefits Management Inc.		X-1
13		United BizJet Holdings, Inc.		X-1
14		BizJet Charter, Inc.		X-13
15		BizJet Fractional, Inc.		X-13
16		BizJet Services, Inc.		X-13
17		Kion Leasing, Inc.		X-2
18		Premier Meeting and Travel Services, Inc.		X-2
19		United Aviation Fuels Corporation		X-2
20		United Cogen, Inc.		X-2
21		Mileage Plus, Inc.		X-2
22		United GHS, Inc.		X-2
23		United Worldwide Corporation		X-2
24		United Vacations, Inc.		X-2
25		Four Star Leasing, Inc.		X-1
26		Air Wis Services, Inc.		X-1
27		Air Wisconsin, Inc.		X-26
28		Domicile Management Services, Inc.		X-26

 
 
 
 

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS1
FOR THE MONTH ENDED APRIL 30, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,395,822
Total operating expenses		1,470,502
Earnings (loss) from operations		(74,680)
Non-operating income (expenses):
Net interest expense		(36,496)
Other income (expenses), net:		2,101
Total non-operating income (expenses):		(34,395)
Net Earnings (loss) before Reorganization items		(109,075)
Reorganization items		(28,195)
Net earnings (loss)		(137,270)

 
 
 
 

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 APRIL 30, 2004					(Amounts in US dollar $)
BEGINNING BALANCE (ending balance MARCH 31, 2004)
Operating Accounts - DOM					$26,301,198
Operating Accounts - INT					$20,112,684
London Overnight Investment Balance					$874,000
Liquidity Pool					$1,811,593,201
Restricted Cash 3					$663,564,490
Subsidiaries:
a. Mileage Plus, Inc.					$224,215
b. Premier Meeting and Travel Services, Inc.					$191,967
c. MyPoints.com, Inc.					$3,238,081
d. Domicile Management Services, Inc.					$237,697
e. UAL Loyalty Services, Inc.					$1,062,362
f. United Aviation Fuel Corporation					$614,184
TOTAL BEGINNING BALANCE					$2,528,014,080
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,509,096,151
2. Other receipts			$26,838,222
TOTAL RECEIPTS	(A)		$1,535,934,373
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers			$1,292,525
b. Non-Officer			$225,277,169
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings			$112,924,813
b. State income tax w/held			$14,082,738
c. State sales or use tax			$128,789
d. Other 5			$151,433,520
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)				$1,279,206,539
b. Transferred to escrows / restricted cash				$0
c. Other necessary expenses				$0
TOTAL DISBURSEMENTS	(B)			$1,784,346,092
NET RECEIPTS (Line (A) less Line (B))						($248,411,720)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)						$2,279,602,360
Bank One Overnight Investment Account (month over month change) 7						$2,773,255
TOTAL ENDING BALANCE 8						$2,282,375,616
Check
ENDING BALANCE (as of APRIL 30, 2004)
Operating Accounts - DOM				$46,338,377
Operating Accounts - INT				$25,282,843
London Overnight Investment				$2,501,904
Liquidity Pool				$1,515,670,976
Restricted Cash 3				$684,613,845
Subsidiaries:
Mileage Plus, Inc.				$786,439
Premier Meeting and Travel Services, Inc.				$343,856
MyPoints.com, Inc.				$2,961,832
Domicile Management Services, Inc.				$511,667
UAL Loyalty Services, Inc.				$1,629,751
United Aviation Fuel Corporation				$1,734,126
TOTAL ENDING BALANCE				$2,282,375,616
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 April (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

1,544,657,308

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,850,017

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

107,168,712

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,655,676,038

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

26,838,222

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,682,514,259

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

146,579,887

( D )

NET RECEIPTS

$1,535,934,373

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,509,096,151

(A-D )

Other receipts

26,838,222

( B )

$1,535,934,373

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 $101,472,616.

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

 
 
 
 

												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															1,374,823,886
Domestic Operational Receipts					NON BANK ONE / JP MORGAN CHASE ACTIVITY															-
																				-
																				-
																				-
Total Non-Bank One Receipts																				-
International Operational Receipts					BEG BALANCE (LESS) ENDING BALANCE															$106,642,774
					PLUS NET REPATRIATION
Total Operational Receipts					TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY															1,481,466,661
Debtor-In-Possession Financing																				-
Other Non-Operational Receipts 2					SEE FOOTNOTE BELOW															$26,807,690
Less, Non-filing entities					NONE FOR THIS PERIOD															-
					GROSS RECEIPTS															1,508,274,351
					UAL															-
					UAL Loyalty Services, Inc.															100,000
					UAL Company Services, Inc.															-
					Confetti Inc.															-
					MyPoints.com, Inc.															42,286
					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.															253,721
					United Aviation Fuels Corporation															18,200,000
					United Cogen, Inc.															-
					Mileage Plus, Inc.															3,169
					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																		18,599,177
		NET RECEIPTS																		$1,489,675,175
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

Domestic Operational Receipts

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

1,750,017

-

-

-

Total Non-Bank One Receipts

1,750,017

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,750,017

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

15,861

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,765,878

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

1,765,878

BANK STATEMENT RECONCILIATION:

Beginning Balance

$3,238,081

Receipts

1,765,878

Disbursements

(2,042,127)

Reconciled Ending Balance

$2,961,832

Reported Ending Balance

$2,961,832

Difference

$0

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

 
 
 
 

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,103,634

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

1,103,634

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

89

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,103,723

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

NET RECEIPTS

1,103,723

BANK STATEMENT RECONCILIATION:

Beginning Balance

$191,967

Receipts

1,103,723

Disbursements

(951,834)

Reconciled Ending Balance

$343,856

Reported Ending Balance

$343,856

Difference

$0

 
 
 
 

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

SHORE BANK

2,100,000

-

-

-

Total Non-Bank One Receipts

2,100,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,100,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

2,850

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,102,850

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

2,100,000

NET RECEIPTS

2,850

BANK STATEMENT RECONCILIATION:

Beginning Balance

$224,215

Receipts

2,102,850

Disbursements

(1,540,627)

Reconciled Ending Balance

$786,439

Reported Ending Balance

$786,439

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

164,175,016

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

164,175,016

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)

164,175,016

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

120,800,000

(Provide detail above)

NET RECEIPTS

43,375,016

BANK STATEMENT RECONCILIATION:

Beginning Balance

614,184

Receipts

164,175,016

Disbursements

(163,055,075)

Reconciled Ending Balance

$1,734,126

Reported Ending Balance

$1,734,126

Difference

($0)

 
 
 
 

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

4,554,772

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

4,554,772

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

-

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

4,554,772

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

4,554,772

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,062,362

Receipts

4,554,772

Disbursements

(3,987,383)

Reconciled Ending Balance

$1,629,751

Reported Ending Balance

$1,629,751

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

CITIBANK

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

525,938

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

525,938

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

11,731

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

537,669

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

525,938

NET RECEIPTS

11,731

BANK STATEMENT RECONCILIATION:

Beginning Balance

237,697

Receipts

537,669

Disbursements

(263,699)

Reconciled Ending Balance

$511,667

Reported Ending Balance

$511,667

Difference

$0

 
 
 
 

BANK

ENTITY:

DISBURSEMENT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,292,525

( A )

xxx

PAYROLL NON-OFFICER

225,277,169

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

392,696,416

06

CATERING

27,082,431

03

RECURRING RENT

46,410,097

01

GENERAL PAYABLES

751,643,199

17

INSURANCE

59,975,841

18

LANDING FEES

20,325,967

xxx

OTHER

127,652,477

SUBTOTAL EXCLUDING PAYROLL

1,425,786,426

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,652,356,120

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

146,579,887

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

112,924,813

b. State income tax w/held

14,082,738

c. State sales or use tax

128,789

d. Other 3

151,433,520

TOTAL TAXES

278,569,859

( E )

NET MONTHLY DISBURSEMENTS

$ 1,784,346,092

Forward to MOR Summary:

Officers Payroll

1,292,525

( A )

Non-Officer Payroll

225,277,169

( B )

Taxes

278,569,859

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,279,206,539

(C-D)

$ 1,784,346,092

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

2 Fuel Summary:

UAFC Fuel Disbursements

163,055,075

United Fuel Disbursements

229,641,341

Total Fuel Disbursements

392,696,416

Less: Intercompany Transfers

(139,000,000)

Fuel Disbursements

$ 253,696,416

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												24,571
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL												24,571
					GROSS DISBURSEMENTS (tie to bank statement)								24,571
					(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								24,571
1 Includes expenses incurred by members of the Board of Directors.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
 
 

								BANK
ENTITY:		UNITED AIRLINES, INC. 1						ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):								NOTES:						AMOUNT:
xxx	PAYROLL OFFICER													1,292,525
xxx	PAYROLL NON-OFFICER													223,782,685
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)							229,641,341
06	CATERING													27,082,431
03	RECURRING RENT													46,410,097
01	GENERAL PAYABLES													744,336,061
17	INSURANCE													59,975,841
18	LANDING FEES													20,325,967
xxx	OTHER 2													127,652,477
	SUBTOTAL EXCLUDING PAYROLL													1,255,424,214
				GROSS DISBURSEMENTS (tie to bank statement)										1,480,499,423
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.										-
				Premier Meeting and Travel Services, Inc.										-
				Mileage Plus, Inc.										2,100,000
				United Aviation Fuels Corporation										120,800,000
				UAL Loyalty Services, Inc.										4,554,772
				Domicile Management Services, Inc.										525,938
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES										127,980,710
				TAXES:
				a. Federal Income Tax and FICA withholdings										112,622,387
				b. State income tax w/held										14,049,209
				c. State sales or use tax										128,220
				d. Other (specify) 3										151,407,466
				TOTAL TAXES										278,207,282
				NET MONTHLY DISBURSEMENTS									$ 1,630,725,995
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										3,987,383
17	INSURANCE										-
18	LANDING FEES										-
xxx	OTHER										-
	SUBTOTAL EXCLUDING PAYROLL										3,987,383
			GROSS DISBURSEMENTS (tie to bank statement)								3,987,383
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								100,000
			TAXES:
			a. Federal Income Tax and FICA withholdings								-
			b. State income tax w/held								-
			c. State sales or use tax								-
			d. Other 2
			TOTAL TAXES								-
			NET MONTHLY DISBURSEMENTS								$ 3,887,383
1 Includes disbursement activity for Confetti, Inc., Mileage Plus Holdings, Inc. and Mileage Plus Marketing, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

							Fleet Bank # 55157711
							Wells Fargo #449-6837055, 10765100
		MYPOINTS.COM, INC.				BANK	Silicon Valley Bank #3300066117, 3300042163
ENTITY:		AND SUBSIDIARIES 1				ACCTS:	Silicon Valley Bank #3700276606
							(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):						NOTES:					AMOUNT:
xxx	PAYROLL OFFICER
xxx	PAYROLL NON-OFFICER										634,514
04	AVIATION FUEL										-
06	CATERING										-
03	RECURRING RENT										-
01	GENERAL PAYABLES										1,407,613
17	INSURANCE										-
18	LANDING FEES										-
xxx	OTHER										-
	SUBTOTAL EXCLUDING PAYROLL										1,407,613
				GROSS DISBURSEMENTS (tie to bank statement)							2,042,127
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							42,286
				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							$ 1,999,841
1 Includes disbursement activity for Cybergold, Inc., iTarget.com, Inc., MyPoints Offline Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

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

 
 
 

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

 
 
 

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

 
 
 

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

 
 
 
 

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

 
 
 
 

							BANK
ENTITY:		KION LEASING, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
					GROSS DISBURSEMENTS (tie to bank statement)							-
					(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							-
					TAXES:
					a. Federal Income Tax and FICA withholdings							-
					b. State income tax w/held							-
					c. State sales or use tax							-
					d. Other 2							-
					TOTAL TAXES							-
					NET MONTHLY DISBURSEMENTS							-
1 Approximated from Income Statement for the month ended April 30th, 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												951,834
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												951,834
						GROSS DISBURSEMENTS (tie to bank statement)							951,834
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							253,721
						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							$ 698,112
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													163,055,075
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													163,055,075
					GROSS DISBURSEMENTS (tie to bank statement)									163,055,075
					(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									18,200,000
					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									$ 144,855,075
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											353,959
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											353,959
					GROSS DISBURSEMENTS (tie to bank statement)							353,959
					(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							353,959
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												853,241
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												325,115
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												325,115
						GROSS DISBURSEMENTS (tie to bank statement)							1,178,356
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							3,169
						TAXES:
						a. Federal Income Tax and FICA withholdings							302,426
						b. State income tax w/held							33,529
						c. State sales or use tax							262
						d. Other 1							26,054
						TOTAL TAXES							362,270
						NET MONTHLY DISBURSEMENTS							$ 1,537,458
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 April 30th, 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 April 30th, 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 April 30th, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 

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

 
 
 
 

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

 
 
 
 

								BANK
ENTITY:		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												6,729
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												256,663
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												256,663
					GROSS DISBURSEMENTS (tie to bank statement)								263,392
					(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								307
					d. Other 1								-
					TOTAL TAXES								307
					NET MONTHLY DISBURSEMENTS								$ 263,699
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 April 30, 2004.

Signature

Print Name and Title

Date

Insider Payments

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

Signature

Print Name and Title

Date

 
 
 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

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

Escrow Fund

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

The components of the Escrow fund:

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

w Federal air transportation excise taxes;

w Federal security charges;

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

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 
 
 

SCHEDULE D - - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
AIE VI	AIRCRAFT	4/1/04	2,471,923.04
CORPORATE TRUST SERVICES	AIRCRAFT	4/1/04	110,000.00
US BANK	AIRCRAFT	4/1/04	65,753,295.32
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	4/1/04	1,592,806.79
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	4/1/04	8,278.17
US BANK	AIRCRAFT	4/2/04	85,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	4/2/04	114,409.25
US BANK	AIRCRAFT	4/6/04	200,000.00
IAE	AIRCRAFT	4/8/04	1,620,000.00
US BANK	AIRCRAFT	4/8/04	130,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	4/8/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	4/8/04	700,000.00
AIE VI	AIRCRAFT	4/9/04	3,630,000.00
CIT GROUP	AIRCRAFT	4/9/04	440,000.00
US BANK	AIRCRAFT	4/9/04	170,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	4/9/04	130,000.00
US BANK	AIRCRAFT	4/12/04	65,000.00
UT FINANCE CORP	AIRCRAFT ENGINE	4/12/04	182,152.45
WILMINGTON TRUST COMPANY	AIRCRAFT	4/12/04	800,000.00
CREDIT AGRICOLE INDOSUEZ	AIRCRAFT	4/15/04	2,370,147.36
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	4/15/04	4,000,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	4/16/04	85,000.00
SMITH BARNEY	AIRCRAFT	4/19/04	2,272,666.66
WILMINGTON TRUST COMPANY	AIRCRAFT	4/19/04	475,000.00
US BANK	AIRCRAFT	4/23/04	1,095,555.56
WILMINGTON TRUST COMPANY	AIRCRAFT	4/23/04	381,555.56
CREDIT LYONNAIS TOKYO	AIRCRAFT	4/27/04	2,469,698.01
WILMINGTON TRUST COMPANY	AIRCRAFT	4/27/04	160,000.00
CORPORATE TRUST SERVICES	AIRCRAFT	4/28/04	4,333,944.07
PK AIR FINANCE	AGENCY FEE	4/28/04	229,757.90
CREDIT LYONNAIS TOKYO	AIRCRAFT	4/29/04	3,089,414.04
PK AIR FINANCE	AGENCY FEE	4/29/04	270,856.48
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	4/29/04	4,544,844.42
WILMINGTON TRUST COMPANY	AIRCRAFT	4/29/04	207,777.78
CUMBERLAND LEASE CORP	AIRCRAFT	4/30/04	95,000.00
MIZUHO CORPORATE BANK	AIRCRAFT	4/30/04	371,372.40
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	4/30/04	2,210,000.00
SOCIETE GENERALE	AIRCRAFT	4/30/04	100,000.00
US BANK	AIRCRAFT	4/30/04	19,637,979.41
UT FINANCE CORP	AIRCRAFT ENGINE	4/30/04	178,757.60
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	4/30/04	817,722.00