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: August 26, 2004

(Date of earliest event reported)

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 
 

1200 East Algonquin Road, Elk Grove Township, Illinois 60007

(Address of principal executive offices)

(847) 700-4000

(Registrant's telephone number, including area code)

Not Applicable

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

 

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 August 26, 2004, UAL Corporation filed its monthly operating report for the period July 1, 2004, through July 31, 2004, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1. We have also attached as Exhibit 99.2 a press release issued in connection with the filing of the monthly operating report.

 
 
 

Item 9.01			Financial Statements and Exhibits.
(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period July 1, 2004, through July 31, 2004
	99.2	Press Release

 
 
 
 
 
 
 
 

SIGNATURES

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

 

Dated:  August 26, 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
JULY 1, 2004 THROUGH JULY 31, 2004
1 The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to amend their MOR as necessary.

 
 
 
 

IN RE:	CHAPTER 11
UAL CORPORATION ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
JULY 1, 2004 THROUGH JULY 31, 2004
DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007
DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 6238064)
	KIRKLAND & ELLIS
	200 East Randolph Street
	Chicago, IL 60601
	(312) 861-2000 (telephone)
	(312) 861-2200 (facsimile)
	Counsel for the Debtors and Debtors In Possession
REPORT PREPARER:	UAL Corporation et al
I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: 8/26/2004	DEBTOR-IN-POSSESSION
	Frederic F. Brace
Print Name/Title:	Executive Vice President & Chief Financial Officer
Signature:	/s/ Fredieric 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 November 15, 2004)
	C.	Statements of Consolidated Cash Flows (Form 10Q to be filed by November 15, 2004)
III.	Summary of Cash Receipts and Cash Disbursements
	A.	Unaudited Consolidated Receipt Summary
	B.	Unaudited Disbursements by Legal Filing Entity and Summary
IV.	Additional Schedules
	A.	Insurance - - Certifications
	B.	Payments to Insiders - Certification
	C.	Description of Tax Trusts / Escrows
	D.	Payments to Secured Creditors and Lessors
	E.	Professional Fee Payments
	F.	Accounts Receivable Schedule and Accounts Payable Schedule
	G.	Bank Accounts and Financial Institution Relationships
V.	Tax Questionnaire

 
 
 
 

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

 
 
 
 

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS1
FOR THE MONTH ENDED JULY 31, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,648,685
Total operating expenses		1,598,092
Earnings (loss) from operations		50,593
Non-operating income (expenses):
Net interest expense		(29,905)
Other income (expenses), net:		(778)
Total non-operating income (expenses):		(30,683)
Net Earnings (loss) before Reorganization items		19,910
Reorganization items		(14,093)
Net earnings (loss)		5,817

 
 
 
 

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 JULY 31, 2004				(Amounts in US dollar $)
BEGINNING BALANCE (ending balance JUNE 30,2004)
Operating Accounts - DOM				$24,283,053
Operating Accounts - INT				$20,657,614
London Overnight Investment Balance				$1,359,450
Liquidity Pool				$1,330,878,189
Restricted Cash 3				$819,520,420
Subsidiaries:
a. Mileage Plus, Inc.				$1,220,984
b. Premier Meeting and Travel Services, Inc.				$528,384
c. MyPoints.com, Inc.				$3,228,709
d. Domicile Management Services, Inc.				$217,340
e. UAL Loyalty Services, Inc.				$1,194,405
f. United Aviation Fuel Corporation				$1,811,672
TOTAL BEGINNING BALANCE				$2,204,900,222
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,421,273,031
2. Other receipts			$1,236,804
TOTAL RECEIPTS	(A)		$1,422,509,836
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers			$1,653,304
b. Non-Officer			$231,310,300
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings			$102,034,902
b. State income tax w/held			$10,790,081
c. State sales or use tax			$102,590
d. Other 5			$127,971,577
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)			$1,041,494,442
b. Transferred to escrows / restricted cash			$0
c. Debtor-In-Possession Financing Payments			$60,476,537
TOTAL DISBURSEMENTS	(B)		$1,575,833,735
NET RECEIPTS (Line (A) less Line (B))				($153,323,900)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)				$2,051,576,322
Bank One Overnight Investment Account (month over month change) 7				($654,641)
TOTAL ENDING BALANCE 8				$2,050,921,681
Check
ENDING BALANCE (as of JULY 31, 2004)
Operating Accounts - DOM Bank Balances			$76,229,023
Operating Accounts - DOM Sweep Account			$1,123,492
Operating Accounts - DOM			$77,352,515
Operating Accounts - INT			$19,951,829
London Overnight Investment			$1,072,797
Liquidity Pool			$1,127,890,216
Restricted Cash 3			$817,996,254
Subsidiaries:
Mileage Plus, Inc.			$846,640
Premier Meeting and Travel Services, Inc.			$176,297
MyPoints.com, Inc.			$3,107,713
Domicile Management Services, Inc.			$226,328
UAL Loyalty Services, Inc.			$1,584,829
United Aviation Fuel Corporation			$1,635,321
TOTAL ENDING BALANCE			$2,051,840,740
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 July (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

1,476,731,068

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,748,731

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

103,021,185

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,583,500,984

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

1,236,804

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,584,737,788

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

162,227,953

( D )

NET RECEIPTS

$1,422,509,836

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,421,273,031

(A-D )

Other receipts

1,236,804

( B )

$1,422,509,836

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 $103,464,621

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											1,296,978,316
Domestic Operational Receipts						NON BANK ONE / JP MORGAN CHASE ACTIVITY											-
																	-
																	-
																	-
Total Non-Bank One Receipts																	-
International Operational Receipts								BEG BALANCE (LESS) ENDING BALANCE									$102,758,836
			PLUS NET REPATRIATION
Total Operational Receipts					TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY												1,399,737,151
Debtor-In-Possession Financing																	-
Other Non-Operational Receipts 2										SEE FOOTNOTE BELOW							$1,196,451
Less, Non-filing entities									NONE FOR THIS PERIOD								-
				GROSS RECEIPTS													1,400,933,602
				UAL													-
				UAL Loyalty Services, Inc.													100,000
				UAL Company Services, Inc.													-
				Confetti Inc.													-
				MyPoints.com, Inc.													17,602
				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.													116,685
				United Aviation Fuels Corporation													20,900,000
				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															21,134,287
		NET RECEIPTS															$1,379,799,315
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)

1,848,731

-

-

-

Total Non-Bank One Receipts

1,848,731

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,848,731

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

20,200

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,868,931

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

1,868,931

BANK STATEMENT RECONCILIATION:

Beginning Balance

$3,228,709

Receipts

1,868,931

Disbursements

(1,989,927)

Reconciled Ending Balance

$3,107,713

Reported Ending Balance

$3,107,713

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

163,843

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

163,843

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

91

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

163,934

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

152,144

NET RECEIPTS

11,790

BANK STATEMENT RECONCILIATION:

Beginning Balance

$528,384

Receipts

163,934

Disbursements

(516,022)

Reconciled Ending Balance

$176,297

Reported Ending Balance

$176,297

Difference

$0

 
 
 
 

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

SHORE BANK

1,900,000

-

-

-

Total Non-Bank One Receipts

1,900,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,900,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

16,330

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,916,330

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,900,000

NET RECEIPTS

16,330

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,220,984

Receipts

1,916,330

Disbursements

(2,290,673)

Reconciled Ending Balance

$846,640

Reported Ending Balance

$846,640

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

175,747,388

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

175,747,388

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)

175,747,388

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

135,200,000

(Provide detail above)

NET RECEIPTS

40,547,388

BANK STATEMENT RECONCILIATION:

Beginning Balance

1,811,672

Receipts

175,747,388

Disbursements

(175,923,739)

Reconciled Ending Balance

$1,635,321

Reported Ending Balance

$1,635,321

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

3,841,521

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

3,841,521

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)

3,841,521

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

3,841,521

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,194,405

Receipts

3,841,521

Disbursements

(3,451,097)

Reconciled Ending Balance

$1,584,829

Reported Ending Balance

$1,584,829

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

262,349

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

262,349

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

3,733

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

266,082

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

NET RECEIPTS

266,082

BANK STATEMENT RECONCILIATION:

Beginning Balance

217,340

Receipts

266,082

Disbursements

(257,094)

Reconciled Ending Balance

$226,328

Reported Ending Balance

$226,328

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

1,653,304

( A )

xxx

PAYROLL NON-OFFICER

231,310,300

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

430,641,301

06

CATERING

28,814,815

03

RECURRING RENT

49,159,016

01

GENERAL PAYABLES

574,485,295

17

INSURANCE

59,041,980

18

LANDING FEES

26,689,239

xxx

OTHER

34,890,748

SUBTOTAL EXCLUDING PAYROLL

1,203,722,394

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,436,685,999

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

162,227,953

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

102,034,902

b. State income tax w/held

10,790,081

c. State sales or use tax

102,590

d. Other 3

127,971,577

TOTAL TAXES

240,899,151

( E )

NET MONTHLY DISBURSEMENTS

$ 1,515,357,198

Forward to MOR Summary:

Officers Payroll

1,653,304

( A )

Non-Officer Payroll

231,310,300

( B )

Taxes

240,899,151

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,041,494,442

(C-D)

$ 1,515,357,198

False

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

2 Fuel Summary:

UAFC Fuel Disbursements

175,923,739

United Fuel Disbursements

254,717,562

Total Fuel Disbursements

430,641,301

Less: Intercompany Transfers

(156,100,000)

Fuel Disbursements

$ 274,541,301

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											74,797
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											74,797
				GROSS DISBURSEMENTS (tie to bank statement)								74,797
				(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								74,797
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												1,653,304
xxx	PAYROLL NON-OFFICER												229,545,404
04	AVIATION FUEL				(Includes intercompany transfer to UAFC, see below)								254,717,562
06	CATERING												28,814,815
03	RECURRING RENT												49,159,016
01	GENERAL PAYABLES												567,560,051
17	INSURANCE												59,041,980
18	LANDING FEES												26,689,239
xxx	OTHER 2												34,890,748
	SUBTOTAL EXCLUDING PAYROLL												1,020,873,411
			GROSS DISBURSEMENTS (tie to bank statement)										1,252,072,119
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
			MyPoints.com, Inc.										-
			Premier Meeting and Travel Services, Inc.										152,144
			Mileage Plus, Inc.										1,900,000
			United Aviation Fuels Corporation										135,200,000
			UAL Loyalty Services, Inc.										3,841,521
			Domicile Management Services, Inc.										-
			TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES										141,093,665
			TAXES:
			a. Federal Income Tax and FICA withholdings										101,728,276
			b. State income tax w/held										10,763,912
			c. State sales or use tax										102,030
			d. Other (specify) 3										127,959,718
			TOTAL TAXES										240,553,936
			NET MONTHLY DISBURSEMENTS										$ 1,351,532,390
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													3,451,097
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													3,451,097
			GROSS DISBURSEMENTS (tie to bank statement)											3,451,097
			(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											$ 3,351,097
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

605,831

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,384,096

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,384,096

GROSS DISBURSEMENTS (tie to bank statement)

1,989,927

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

17,602

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

$ 1,972,325

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 July 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

		PREMIER MEETING AND TRAVEL						BANK
ENTITY:		SERVICES, INC.						ACCTS:	Bank One 5578531
									(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):								NOTES:					AMOUNT:
xxx	PAYROLL OFFICER							Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												516,022
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												516,022
					GROSS DISBURSEMENTS (tie to bank statement)								516,022
					(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								116,685
					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								$ 399,337
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													175,923,739
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													175,923,739
				GROSS DISBURSEMENTS (tie to bank statement)										175,923,739
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES										20,900,000
				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										$155,023,739
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											455,282
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											455,282
				GROSS DISBURSEMENTS (tie to bank statement)								455,282
				(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								455,282
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															1,152,211
04	AVIATION FUEL															-
06	CATERING															-
03	RECURRING RENT															-
01	GENERAL PAYABLES															793,554
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															793,554
				GROSS DISBURSEMENTS (tie to bank statement)												1,945,765
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				TAXES:
				a. Federal Income Tax and FICA withholdings												306,626
				b. State income tax w/held												26,169
				c. State sales or use tax												253
				d. Other 1												11,859
				TOTAL TAXES												344,908
				NET MONTHLY DISBURSEMENTS												$ 2,290,673
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 July 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

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

 
 
 
 

							BANK
ENTITY:		AIR WISCONSIN, INC. 1					ACCTS:	See Schedule F for Details
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											464
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											464
				GROSS DISBURSEMENTS (tie to bank statement)								464
				(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								464
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

ENTITY:								BANK
		DOMICILE MGMT SERVICES, INC.						ACCTS:	Citibank #0-157487-016
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											6,855
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											249,932
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											249,932
				GROSS DISBURSEMENTS (tie to bank statement)								256,787
				(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								$ 257,094
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 July 31, 2004.

/s/ Jeffrey T. Kawalsky

Signature

Jefferey T. Kawalsky

Vice President - Treasurer

Print Name and Title

08/25/2004

Date

Insider Payments

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

/s/ Lynn Hughitt

Signature

Lynn Hughitt

Vice President & Controller

Print Name and Title

08/25/2004

Date

 
 
 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

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

Escrow Fund

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

The components of the Escrow fund:

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

w Federal air transportation excise taxes;

w Federal security charges;

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

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 

SCHEDULE D - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
CAYLON PARIS	LEGAL FEES	7/1/04	30,000.00
CORPORATE TRUST SERVICES	AIRCRAFT	7/1/04	110,000.00
US BANK	AIRCRAFT	7/1/04	31,149,458.86
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/1/04	753,085.79
US BANK	AIRCRAFT	7/2/04	5,709,600.02
RBS AEROSPACE LIMITED	LEGAL FEES	7/6/04	15,000.00
US BANK	AIRCRAFT	7/6/04	715,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	7/6/04	80,000.00
US BANK	AIRCRAFT	7/7/04	170,000.00
IAE	AIRCRAFT	7/8/04	1,620,000.00
RBS AEROSPACE LIMITED	LEGAL FEES	7/8/04	15,000.00
US BANK	AIRCRAFT	7/8/04	85,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/8/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	7/8/04	700,000.00
AIE VI	AIRCRAFT	7/9/04	3,630,000.00
CALYON TOKYO BRANCH	LEGAL FEES	7/12/04	15,000.00
US BANK	AIRCRAFT	7/12/04	320,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/12/04	6,551,271.37
WILMINGTON TRUST COMPANY	AIRCRAFT	7/12/04	800,000.00
US BANK	AIRCRAFT	7/13/04	90,000.00
US BANK	AIRCRAFT	7/14/04	750,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/15/04	4,000,000.00
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	7/19/04	130,000.00
MTBC NEW YORK	LEGAL FEES	7/19/04	15,000.00
US BANK	AIRCRAFT	7/19/04	270,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	7/19/04	967,944.44
SOCIETE GENERALE	LEGAL FEES	7/20/04	15,000.00
US BANK	AIRCRAFT	7/20/04	27,500.00
US BANK	AIRCRAFT	7/21/04	750,000.00
US BANK	AIRCRAFT	7/23/04	1,095,555.56
WILMINGTON TRUST COMPANY	AIRCRAFT	7/23/04	170,000.00
US BANK	AIRCRAFT	7/26/04	400,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	7/27/04	160,000.00
CALYON PARIS	LEGAL FEES	7/28/04	60,000.00
CORPORATE TRUST SERVICES	AIRCRAFT	7/28/04	4,324,946.55
PK AIR	AGENCY FEE	7/28/04	224,536.13
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/28/04	340,000.00
PK AIR	AGENCY FEE	7/29/04	257,189.29
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/29/04	4,545,127.39
WILMINGTON TRUST COMPANY	AIRCRAFT	7/29/04	207,777.78
CUMBERLAND LEASE CORP	AIRCRAFT	7/30/04	296,083.33
MIZUHO CORPORATE BANK	AIRCRAFT	7/30/04	650,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	7/30/04	2,080,000.00
SOCIETE GENERALE	AIRCRAFT	7/30/04	100,000.00
US BANK	AIRCRAFT	7/30/04	19,396,666.66
UT FINANCE CORP	AIRCRAFT ENGINE	7/30/04	182,506.99
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	7/30/04	400,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	7/30/04	1,008,386.97
WILMINGTON TRUST COMPANY	AIRCRAFT	7/30/04	1,111,333.33
			96,573,970.45

 

SCHEDULE E - Professional Payments¹
 

PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
Babcock	329,032	329,032
Bain & Company (OCP)	1,222,026	1,222,026
Cognizant Associates	38,036	38,036
FTI Consulting / PWC	722,692	722,692
Gordian Group	38,076	38,076
Huron Consulting Group	741,301	741,301
Jenner & Block	445,785	445,785
KPMG	611,778	611,778
Kirkland & Ellis	2,677,309	2,677,309
Leaf Group	20,919	20,919
McKinsey & Co (OCP)	248,625	248,625
MBT & LeBoeuf	400,190	400,190
Paul Hastings	5,792	5,792
Piper Rudnick	131,621	131,621
Saybrook Capital	197,723	197,723
Segal Company	139,076	139,076
Sonnenschein	831,900	831,900
Sperling & Slater	262,007	262,007
Vedder Price	565,209	565,209
Retired Pilots Assoc.	3,266	3,266
Committee of Unsecured Creditors	428	428
Total		$ 9,632,791.94
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 July 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

$1,178,083,257

$1,160,892,435

$1,149,316,498

$11,575,937

Add: sales on account

$1,433,112,028

Less: collections

($1,460,670,544)

Less: Write-offs and Clearing

($1,208,243)

End of month balance

$1,149,316,498

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$1,011,080,609

$50,763,638

$32,805,571

$54,666,680

$1,149,316,498

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

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

STATEMENT OF ACCOUNTS PAYABLE

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$374,923,000

$400,388,000

$396,318,000

$4,070,000

Add: credit extended

($1,438,862,855)

Less: payments on account

$1,460,257,855

End of month balance

$396,318,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$392,969,337

$1,532,262

$1,816,401

$0

$396,318,000

1 Includes accruals for goods and services received for which the Debtor has not yet received an invoice during the reporting period.

2 All trade payables over 30 days old are available upon request.

 
 
 
 

SCHEDULE G - Bank Accounts and Financial Institution Relationships
The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts.
In addition to the 174 domestic bank accounts, the Debtor operates 116 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:
(*denotes new account for this monthly operating report as compared to prior monthly operating report)
DOMESTIC BANK ACCOUNTS
Financial Institution		Account Location				Acct #
1ST SOURCE BANK		South Bend, IN				n/a
AMSOUTH BANK		Birmingham, AL				n/a
AMSOUTH BANK		Knoxville, TN				n/a
ASSOCIATED BANK -WI		Madison, WI				n/a
BANK OF AMERICA		North Charleston, SC				n/a
BANK OF AMERICA		Baltimore, MD				n/a
BANK OF AMERICA		Savannah, GA				n/a
BANK OF AMERICA		Greenville, SC				n/a
BANK OF AMERICA		Richmond, VA				n/a
BANK OF AMERICA		Greensboro, NC				n/a
BANK OF AMERICA		Wichita, KS				n/a
BANK OF AMERICA		Springfield, MO				n/a
BANK OF AMERICA		Kansas City, MO				n/a
BANK OF AMERICA		Portland, OR				n/a
BANK OF AMERICA		Austin, TX				n/a
BANK OF AMERICA		San Antonio, TX				n/a
BANK OF AMERICA		San Francisco, CA				n/a
BANK OF AMERICA		San Francisco, CA				n/a
BANK OF AMERICA		San Francisco, CA				n/a
BANK OF AMERICA		San Francisco, CA				n/a
BANK OF AMERICA CALIF PZ		San Francisco, CA				n/a
Bank of America PZ-CA		DeKalb, Ga				n/a
BANK OF AMERICA SFOTK		San Francisco, CA				n/a
BANK OF AMERICA -SILVER WINGS		San Francisco, CA				n/a
BANK OF AMERICA WASHINGTON		Seattle, WA				n/a
BANK OF HAWAII		Honolulu, HI				n/a
BANK OF ILLINOIS (Air Wisconsin)		Normal, IL				n/a
BANK OF NEW YORK		New York, NY				n/a
BANK OF NEW YORK		White Plains, NY				n/a
BANK OF OKLAHOMA		Tulsa, OK				n/a
BANK OF THE WEST		San Jose, Ca				n/a
BANK ONE		Chicago, IL (Miami Cluster)				n/a
BANK ONE		Grand Rapids, MI				n/a
BANK ONE (Tickets By Mail)		Detroit, MI				n/a
BANK ONE		Detroit, MI				n/a
BANK ONE		Lexington, KY				n/a
BANK ONE		Chicago, IL				n/a
BANK ONE (AirWisconsin)		Traverse City, MI				n/a
BANK ONE (CAFETERIA)		Chicago, IL				n/a
BANK ONE		Chicago, IL				n/a
BANK ONE		Chicago, IL				n/a
BANK ONE		Chicago, IL				n/a
BANK ONE		Chicago, IL				n/a
BANK ONE INDIANAPOLIS		Indianapolis, IN				n/a
BANK ONE OF OKLAHOMA		Oklahoma City, OK				n/a
CANADIAN IMPERIAL		Toronto, Ontario Canada				n/a
CANANDAIGUA NAT BANK & TRUST		Pittsford, NY				n/a
CAPITAL CITY BANK & TRUST CO		Atlanta, Ga				n/a
CAPITAL SAVINGS BANK		El Paso, TX				n/a
Charter One Bank		Binghamton, NY				n/a
CHASE BANK		New York, NY				n/a
CHASE MANHATTAN BANK (FirstBank)		St. Thomas, USVI				n/a
CHASE MANHATTAN BANK		New York, NY (LGA)				n/a
CHITTENDEN TRUST CO		Burlington, VT				n/a
CITIBANK		New York, NY				n/a
CITIBANK		New York, NY				n/a
CITIBANK (EMP WELFARE)		New York, NY				n/a
CITIBANK, N.A.		Jamaica, NY (JFK)				n/a
City National Bank		Charleston, WV				n/a
COMERICA		Detroit, MI				n/a
COMERICA (AirWisconsin)		Lansing, MI				n/a
COMMUNITY BANK OF COLORADO CO		Gunnison, CO				n/a
FIFTH THIRD BANK		Florence, KY				n/a
FIFTH THIRD BANK		Kalamazoo, MI				n/a
FIRST BANK OF AVON		Avon, CO				n/a
FIRST CITIZENS BANK		Raleigh, NC				n/a
FIRST CITIZENS BK-RALEIGH		Charlotte, NC				n/a
FIRST HAWAIIAN BANK		Honolulu, HI				n/a
FIRST MIDWEST BANK		Moline, IL				n/a
FIRST NATIONAL BANK OF ROCKIES		Hayden, CO				n/a
FIRST UNION		Philadelphia, PA				n/a
FIRST UNION BANK		Allentown, PA				n/a
FIRST UNION BANK		Roanoke, VA				n/a
FIRST UNION BANK		Newark, NJ				n/a
FIRST UNION BANK		Newark, NJ				n/a
FIRSTAR BANK		Cedar Rapids, IA				n/a
FIRSTAR BANK		St. Louis, MO				n/a
FIRSTAR, N.A.		Cleveland, OH				n/a
FLEET		Boston, MA				n/a
FLEET BANK		Manchester, NH				n/a
FLEET NATIONAL BANK		Providence, RI				n/a
FREELAND STATE BANK		Freeland, MI				n/a
FVB COLONIAL		Richmond, VA				n/a
HARRIS BANK		Chicago, IL				n/a
HSBC		Buffalo, NY				n/a
JACKSON STATE BANK-WY		Jackson Hole, WY				n/a
JP MORGAN CHASE		New York, NY				n/a
JP MORGAN CHASE		New York, NY				n/a
KEY BANK		Newburgh, NY				n/a
KEY BANK		Dayton, OH				n/a
KEY BANK OF CENTRAL N.Y.		Syracuse, NY				n/a
KEY BANK OF EASTERN N.Y.		Albany, NY				n/a
M & I BANK		Milwaukee, WI				n/a
M & I BANK FOX VALLEY		Appleton, WI				n/a
M & I BANK OF MOSINEE		Mosinee, WI				n/a
M & I MARSHALL & ILSLEY		Green Bay, WI				n/a
M & T BANK		Middletown, PA				n/a
MONTROSE BANK CO		Montrose, CO				n/a
NATIONAL CITY		Columbus, OH				n/a
NATIONAL CITY BANK		Pittsburgh, PA				n/a
NATIONAL CITY BANK OF INDIANA		Fort Wayne, IN				n/a
NATIONAL CITY BANK OF MI/IL		Peoria, IL				n/a
NATIONAL CITY BANK OF MI/IL (AW)		Springfield, IL				n/a
NORTHERN TRUST		Chicago, IL				n/a
NORTHERN TRUST		Chicago, IL				n/a
NORTHERN TRUST BANK (WHQ Deposits)		Chicago, IL				n/a
NORTHERN TRUST CO 15 & 16		Chicago, IL				n/a
NORTHERN TRUST CONTROL ACCT		Chicago, IL				n/a
NORTHERN TRUST FIELD REFUNDS		Chicago, IL				n/a
NORTHERN TRUST LOCAL DISB		Chicago, IL				n/a
PEOPLES HERITAGE		Portland, ME				n/a
PNC Bank		Avoca, PA				n/a
PNC Bank		State College, PA				n/a
SUN TRUST		Washington, DC				n/a
SUN TRUST BANK		Nashville, TN				n/a
SUN TRUST BANK		Orlando, FL				n/a
THE NORTHERN TRUST		Chicago, IL				n/a
TIDEWATER BANK		Norfolk, VA				n/a
U.S. BANK OF MINNESOTA		Medford, OR				n/a
UNION BANK OF CALIFORNIA		San Diego, CA				n/a
UNIZAN BANK		North Canton, OH				n/a
US Bank		Fargo, ND				n/a
US BANK		Aspen, CO				n/a
US BANK		Rapid City, SD (Mileage Plus)				n/a
US BANK (HELENA, MONTANA)		Billings, MT				n/a
US BANK (MINNESOTA)		Lincoln, NE				n/a
US BANK (MINNESOTA)		Seattle, WA				n/a
WACHOVIA		Chicago, IL				n/a
Wachovia Bank & Trust		Charlottesville, VA				n/a
Wachovia Bank & Trust		Cayce, SC				n/a
WACHOVIA BK & TRST 230 OPER		Chicago, IL				n/a
WACHOVIA BK & TRST 231 PZ		Chicago, IL				n/a
WACHOVIA: "MPI"		Chicago, IL				n/a
WACHOVIA: "OFFICERS"		Chicago, IL				n/a
WACHOVIA: "PREMIER"		Chicago, IL				n/a
WACHOVIA: "Washington Dulles"		Washington, DC				n/a
WEBSTER BANK		Hartford, CT				n/a
WELLS FARGO		Los Angeles, CA				n/a
WELLS FARGO		Seattle, WA				n/a
WELLS FARGO		Grapevine, TX				n/a
WELLS FARGO		Anchorage, AK				n/a
WELLS FARGO BANK		Phoenix, AZ				n/a
WELLS FARGO BANK		Houston, TX				n/a
WELLS FARGO BANK IOWA		Des Moines, IA				n/a
WELLS FARGO BANK N. DAKOTA		Bismarck, ND				n/a
WELLS FARGO BANK WEST		Denver, CO				n/a
WELLS FARGO BANK WEST		Ignacio, Colorado				n/a
WELLS FARGO BANK WEST		Colorado Springs, CO				n/a
WELLS FARGO BANK, N.A.		Boise, ID				n/a
WELLS FARGO BANK, NA		Las Vegas, NV				n/a
WELLS FARGO BANK-NE		Omaha, NE				n/a
WELLS FARGO-LAS VEGAS		Las Vegas, NV				n/a
WELLS FARGO-MINNESOTA		Minneapolis, MN				n/a
WELLS FARGO-NEW MEXICO		Albuquerque, NM				n/a
WELLS FARGO-SOUTH DAKOTA		Sioux Falls, SD				n/a
WESTAMERICA BANK		Suisun, CA				n/a
WHITNEY NATIONAL		New Orleans, LA				n/a
ZIONS BANK:AW		Salt Lake City, UT				n/a

 
 
 
 

SCHEDULE G - - Bank Accts and Financial Institution Relationships
EUROPEAN BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
ABN AMRO	Switzerland	n/a
ABN AMRO	ENGLAND	n/a
ABN AMRO	ENGLAND	n/a
ABN AMRO	ENGLAND	n/a
KREDIETBANK	Belgium	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
CITIBANK	England	n/a
CITIBANK	Belgium	n/a
CITIBANK	Ireland	n/a
CITIBANK	France	n/a
CITIBANK	Netherlands	n/a
CITIBANK	Germany	n/a
COMMERZ BANK	Germany	n/a
COMMERZ BANK	Germany	n/a
COMMERZ BANK	Germany	n/a
BANQUE NATIONALE de PARIS	France	n/a
BANQUE NATIONALE de PARIS	France	n/a
BANQUE NATIONALE de PARIS	France	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
NATIONAL WESTMINSTER BANK (Royal Bank of Scotland)	England	n/a
BANK OF IRELAND	Ireland	n/a
ABN AMRO BANK	Netherlands	n/a
CREDIT SUISSE	Switzerland	n/a
ASIA-PACIFIC BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
AUSTRALIA & NEW ZEALAND BANKING GROUP	Australia	n/a
CITIBANK AUSTRALIA	Australia	n/a
CHINA CONSTRUCTION BANK	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
BANK OF CHINA	China	n/a
CHINA CONSTRUCTION BANK	China	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
CITIBANK	Hong Kong	n/a
HONGKONG & SHANGHAI BANK	Hong Kong	n/a
CITIBANK	India	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
THE BANK OF TOKYO MITSUBISHI	Japan	n/a
CITIBANK	Japan	n/a
CITIBANK	Japan	n/a
BANK OF AMERICA	Korea	n/a
CITIBANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
KOREA EXCHANGE BANK	Korea	n/a
BANK OF AMERICA	Korea	n/a
BANK OF AMERICA	Korea	n/a
WESTPAC BANKING CORPORATION	New Zealand	n/a
CITIBANK	New Zealand	n/a
CITIBANK	Singapore	n/a
BANK OF AMERICA	Singapore	n/a
CITIBANK	Thailand	n/a
CITIBANK	Taiwan	n/a
LATIN AMERICA BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
CITIBANK	Argentina	n/a
BANCO DE BOSTON	Argentina	n/a
BANCO DE LA NACION	Argentina	n/a
BANCO RIO DE LA PLATA	Argentina	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
CARIBBEAN MERCANTILE BANK	Aruba	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
UNIBANCO	Brazil	n/a
BANCO DE BRASIL	Brazil	n/a
BANCO BOSTON	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO SAFRA	Brazil	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE CHILE	Chile	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE COSTA RICA	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO DE SAN JOSE	Costa Rica	n/a
BANCO DE OCCIDENTE	Guatemala	n/a
CITIBANK	Guatemala	n/a
BANCA SERFIN	Mexico	n/a
BANCA SERFIN	Mexico	n/a
BANCO CUSCATLAN	El Salvador	n/a
CITIBANK	El Salvador	n/a
SUDAMERIS BANK	Uruguay	n/a
SUDAMERIS BANK	Uruguay	n/a
BANCO MERCANTIL	Venezuela	n/a
BANCO PROVINCIAL	Venezuela	n/a
BANCO MERCANTIL	Venezuela	n/a
OFFLINE BANK ACCOUNTS
Financial Institution	Location	Bank Acct #
BANCO POPULAR	PUERTO RICO	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a
CITIBANK	PANAMA	n/a
CITIBANK	PHILIPPINES	n/a
CITIBANK	PHILIPPINES	n/a
CITIBANK	HUNGARY	n/a
PRODUBANCO	ECUADOR	n/a
ISLANDSBANKI	ICELAND	n/a
MERITA BANK	FINLAND	n/a
BANCO POPULAR ESPANOL-ESP	SPAIN	n/a
SKANDINAVISKA	SWEDEN	n/a
National Bank of Kuwait	Kuwait	n/a
BANK AUSTRIA AG	AUSTRIA	n/a
DANSKE BANK	DENMARK	n/a
CHRISTIANA BANK (NORDEA BANK NORGE ASA)	NORWAY	n/a
CREDIT LYONNAIS	VIETNAM	n/a
CAYMAN NATIONAL BANK	BRITISH WI	n/a
NED BANK	SOUTH AFRICA	n/a
BANK HANDLOWY	POLAND	n/a
BANCO COMERCIAL PORTUGAL	PORTUGAL	n/a
BANCO COLPATRIA	COLOMBIA	n/a
BANCO COLPATRIA	COLOMBIA	n/a
CANADIAN INTERNATIONAL BANK OF COMMERCE	CANADA	n/a
SUBSIDIARY BANK ACCOUNTS
Financial Institution	Country	Bank Acct #
UNITED AVIATION FUELS CORP.
NOTHERN TRUST BANK	USA	n/a
UNITED WORLDWIDE CORP.
JP MORGAN CHASE	USA	n/a
MILEAGE PLUS, INC.
SHORE BANK	USA	n/a
PREMIER MEETING & TRAVEL SERVICES, INC.
BANK ONE	USA	n/a
BANK ONE	USA	n/a
MY POINTS.COM, INC.
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
SILICON VALLEY BANK	USA	n/a
FLEET BANK	USA	n/a
WELLS CAPITAL MANAGEMENT	USA	n/a
WELLS FARGO BANK	USA	n/a
UAL LOYALTY SERVICES
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
BANK ONE	USA	n/a
KION DE MEXICO
BANCA SERFIN, S.A.	MEXICO	n/a
BANCA SERFIN, S.A.	MEXICO	n/a
CITIBANK	USA	n/a

 
 
 
 

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

 
   

UNITED                                                                            News Release
 

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

UAL REPORTS JULY RESULTS

Reports Net Earnings of $6 Million

Company Continues to Meet DIP Covenants

 

CHICAGO, August 26, 2004 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its July Monthly Operating Report (MOR) with the United States Bankruptcy Court. The company reported earnings from operations of $51 million for July 2004. Mainline passenger unit revenue improved 1% year-over-year. Unit costs were flat over last year. Excluding fuel, unit costs improved 6% year-over-year. The company reported net earnings of $6 million, including $14 million in reorganization expenses. UAL met the requirements of its debtor-in-possession (DIP) financing.

"July is normally one of our most profitable months, and the fact that we were only able to deliver a modest net profit underscores the ongoing challenge of record-high fuel prices exacerbated by a weak revenue environment," said Jake Brace, executive vice president and chief financial officer. "The great work of our employees and the ongoing restructuring efforts helped us narrowly clear the fuel hurdle to record a small profit. But, we have much more work to do to make United a sustainable, competitive airline moving forward."

UAL ended July with a cash balance of about $2.1 billion, which included $818 million in restricted cash (filing entities only). The cash balance decreased approximately $153 million during the month of July, driven by a quarterly retroactive wage payment to International Association of Machinists members of $63 million, a final payment of $60 million to Bank One in connection with its debtor-in-possession financing and a quarterly Success Sharing reward to employees of $26 million.

United continued to deliver strong operational results, with an on-time :14 departure performance of 77.6% and a July load factor of 84.8%. Employees also exceeded the company's goals for July for customer satisfaction, as measured by definite intent to repurchase.

United, United Express and Ted operate more than 3,500 flights a day on a route network that spans the globe. News releases and other information about United may be found at the company's website at www.united.com.
 
 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this press release are forward-looking and thus reflect the Company's current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks and uncertainties relating to the operations and business environments of the Company that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Factors that could significantly affect net earnings, revenues, expenses, costs, load factor and capacity include, without limitation, the following: the Company's ability to continue as a going concern; the Company's ability to operate pursuant to the terms of the DIP financing; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company's ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusive period for the Company to propose and confirm one or more plans of reorganization; the potential adverse impact of the Chapter 11 cases on the Company's liquidity or results of operations; the appointment of a Chapter 11 trustee or conversion of the cases to Chapter 7; the costs and availability of financing; the Company's ability to execute its business plan; the Company's ability to attract, motivate and/or retain key employees; the Company's ability to attract and retain customers; demand for transportation in the markets in which the Company operates; general economic conditions; the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aircraft insurance; the costs of aviation fuel; the costs associated with security measures and practices; competitive pressures on pricing (particularly from lower-cost competitors); government legislation and regulation; and other risks and uncertainties set forth from time to time in UAL's reports to the United States Securities and Exchange Commission. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
 

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