SECURITIES AND EXCHANGE COMMISSION  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report: September 23, 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 September 23, 2004, UAL Corporation filed its monthly operating report for the period August 1, 2004, through August 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 August 1, 2004, through August 31, 2004
 
99.2
Press Release

 
 
 
 
 
 
 
 

SIGNATURES

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

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

 

Dated:  September 23, 2004

IN RE:   

Exhibit 99.1
IN RE:
CHAPTER 11
UAL CORPORATION, ET AL.
CASE NUMBERS : 02-48191 through 02-48218
DEBTORS
Jointly Administered
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
AUGUST 1, 2004 THROUGH AUGUST 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
AUGUST 1, 2004 THROUGH AUGUST 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: 9/23/2004 DEBTOR-IN-POSSESSION
Frederic F. Brace
Print Name/Title: Executive Vice President & Chief Financial Officer
Signature: /s/ Frederic F. Brace
Address: 1200 East Algonquin Road
Elk Grove Township, IL 60007
Phone: 

 
 
 
 
I. Table of Contents
II. UAL Corporation, et al. Unaudited Financial Statements 
A. Condensed Consolidating Statement of Operations (Discloses only filing entities)
B. Statements of Consolidated Financial Position (Form 10Q to be filed by 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 AUGUST 31, 2004
($ amounts in 000's)
UAL
CONSOLIDATING
Total operating revenues
1,644,172 
Total operating expenses
1,656,336 
Earnings (loss) from operations 
(12,164)
Non-operating income (expenses):
Net interest expense
(33,292)
Other income (expenses), net:
(173)
Total non-operating income (expenses):
(33,466)
Net Earnings (loss) before Reorganization items
(45,630)
Reorganization items
(10,779)
Net earnings (loss)
(56,409)

 
 
 
 
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 AUGUST 31, 2004
(Amounts in US dollar $)
BEGINNING BALANCE (ending balance JULY 31,2004)
Operating Accounts - DOM
$77,352,515 
Operating Accounts - INT 
$19,951,829 
London Overnight Investment Balance 
$1,072,797 
Liquidity Pool
$1,127,890,216 
Restricted Cash 3
$817,996,254 
Subsidiaries:
a. Mileage Plus, Inc.
$846,640 
b. Premier Meeting and Travel Services, Inc.
$176,297 
c. MyPoints.com, Inc.
$3,107,713 
d. Domicile Management Services, Inc.
$226,328 
e. UAL Loyalty Services, Inc.
$1,584,829 
f. United Aviation Fuel Corporation
$1,635,321 
TOTAL BEGINNING BALANCE 
$2,051,840,740 
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)
$1,381,073,376 
2. Other receipts 
$34,846,240 
TOTAL RECEIPTS (A)
$1,415,919,616 
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers
$857,882 
b. Non-Officer 
$190,511,692 
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings
$69,543,489 
b. State income tax w/held
$9,553,843 
c. State sales or use tax
$148,544 
d. Other 5
$139,606,389 
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)
$1,053,389,736 
b. Transferred to escrows / restricted cash
$18,500,000 
c. Debtor-In-Possession Financing Payments
$11,500,000 
TOTAL DISBURSEMENTS  (B)
$1,493,611,574 
NET RECEIPTS (Line (A) less Line (B))
($77,691,959)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)
$1,974,148,781 
Bank One Overnight Investment Account (month over month change) 7
$673,725 
TOTAL ENDING BALANCE 8
$1,974,822,506 
Check
ENDING BALANCE (as of AUGUST 31, 2004)
Operating Accounts - DOM
$36,092,878 
Operating Accounts - INT
$23,884,175 
London Overnight Investment
$2,542,371 
Liquidity Pool
$1,067,491,904 
Restricted Cash 3
$838,573,999 
Subsidiaries:
Mileage Plus, Inc.
$303,316 
Premier Meeting and Travel Services, Inc.
$279,963 
MyPoints.com, Inc.
$3,589,589 
Domicile Management Services, Inc.
$523,623 
UAL Loyalty Services, Inc.
$852,457 
United Aviation Fuel Corporation
$688,232 
TOTAL ENDING BALANCE
$1,974,822,506 
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 August (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
1,394,280,688 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
4,304,304 
International Operational Receipts 2
BEG BALANCE (LESS) ENDING BALANCE
94,217,062 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,492,802,054 
( A )
Debtor-In-Possession Financing
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
34,846,240 
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statements)
1,527,648,294 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
111,728,678 
( D )
NET RECEIPTS
$1,415,919,616 
Forward to MOR Summary:
Receipts from operations (net of Intercompany receipts)
1,381,073,376 
(A-D )
Other receipts
34,846,240 
( B )
$1,415,919,616 
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 $123,418,475.
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
1,257,992,569 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
-
-
-
-
Total Non-Bank One Receipts
-
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
$93,673,587
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,351,666,155
Debtor-In-Possession Financing
-
Other Non-Operational Receipts 2
SEE FOOTNOTE BELOW
$34,799,242
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS 
1,386,465,397
UAL
-
UAL Loyalty Services, Inc.
-
UAL Company Services, Inc.
-
Confetti Inc.
-
MyPoints.com, Inc.
19,828
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.
-
United Aviation Fuels Corporation 
21,700,000
United Cogen, Inc.
-
Mileage Plus, Inc.
11,141
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
21,730,969
NET RECEIPTS
$1,364,734,429 
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 
 
 
PREMIER MEETING & TRAVEL  BANK
ENTITY: SERVICES, INC. ACCTS: Bank One 55-78531
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
Domestic Operational Receipts
BANK ONE / JP MORGAN CHASE ACTIVITY
449,448 
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
449,448 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
109 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
449,557 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
44,290 
NET RECEIPTS
405,267 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$176,297 
Receipts
449,557 
Disbursements
(345,891)
Reconciled Ending Balance
$279,963 
Reported Ending Balance
$279,963 
Difference
$0 

 
 
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
MYPOINTS.COM, INC.  BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: AND SUBSIDIARIES 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
Domestic Operational Receipts
BANK ONE / JP MORGAN CHASE ACTIVITY
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY (see above for accounts)
2,404,304
-
-
-
Total Non-Bank One Receipts
2,404,304
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
2,404,304
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
22,782
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
2,427,086
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
2,427,086
BANK STATEMENT RECONCILIATION:
Beginning Balance
$3,107,713 
Receipts
2,427,086 
Disbursements
(1,945,210)
Reconciled Ending Balance
$3,589,589 
Reported Ending Balance
$3,589,589 
Difference
$0 
1 Includes receipt activity for Cybergold, Inc., iTarget.com, Inc., MyPoints Offline Services, Inc.

 
 
 
 
BANK
ENTITY: MILEAGE PLUS, INC. ACCTS: SHORE BANK #17331100/17331200/17511000
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
Domestic Operational Receipts
BANK ONE / JP MORGAN CHASE ACTIVITY
-
Domestic Operational Receipts 
SHORE BANK
1,900,000
-
-
-
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.
28,748
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
1,928,748
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
1,900,000
NET RECEIPTS
28,748 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$846,640 
Receipts
1,928,748 
Disbursements
(2,472,073)
Reconciled Ending Balance
$303,316 
Reported Ending Balance
$303,316 
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
131,485,253
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
131,485,253
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)
131,485,253
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
83,700,000
(Provide detail above)
NET RECEIPTS
47,785,253
BANK STATEMENT RECONCILIATION:
Beginning Balance
1,635,321 
Receipts
131,485,253 
Disbursements
(132,432,342)
Reconciled Ending Balance
$688,232 
Reported Ending Balance
$688,232 
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
4,353,420
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
4,353,420
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)
4,353,420
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
4,353,420
NET RECEIPTS
-
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,584,829 
Receipts
4,353,420 
Disbursements
(5,085,792)
Reconciled Ending Balance
$852,457 
Reported Ending Balance
$852,457 
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
543,475
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
543,475
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
(4,642)
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
538,833 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
NET RECEIPTS
538,833 
BANK STATEMENT RECONCILIATION:
Beginning Balance 
226,328 
Receipts
538,833 
Disbursements
(241,538)
Reconciled Ending Balance
$523,623 
Reported Ending Balance 
$523,623 
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
857,882 
( A ) 
xxx PAYROLL NON-OFFICER
190,511,692 
( B ) 
04 AVIATION FUEL 2 (SEE FUEL SUMMARY BELOW)
354,735,232 
06 CATERING
36,483,719 
03 RECURRING RENT
27,121,953 
01 GENERAL PAYABLES
611,361,545
17 INSURANCE
39,443,803 
18 LANDING FEES
24,610,470 
xxx OTHER
71,361,692 
SUBTOTAL EXCLUDING PAYROLL
1,165,118,414 
( C ) 
GROSS DISBURSEMENTS (tie to bank statement)
1,356,487,988 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
111,728,678 
( D ) 
TAXES:
a. Federal Income Tax and FICA withholdings
69,543,489 
b. State income tax w/held
9,553,843 
c. State sales or use tax
148,544 
d. Other 3
139,606,389 
TOTAL TAXES
218,852,265 
( E ) 
NET MONTHLY DISBURSEMENTS
$ 1,463,611,574 
Forward to MOR Summary:
Officers Payroll
857,882 
( A ) 
Non-Officer Payroll
190,511,692 
( B ) 
Taxes
218,852,265 
( E ) 
Necessary Operational Disbursements (less intercompany transfers)
1,053,389,736 
(C-D) 
$ 1,463,611,574 
False 
1 Includes disbursement activity for all filing entities of UAL Corporation (refer to page 4).
2 Fuel Summary:
UAFC Fuel Disbursements
132,432,342 
United Fuel Disbursements
222,302,890 
Total Fuel Disbursements
354,735,232 
Less: Intercompany Transfers
(105,400,000)
Fuel Disbursements
$ 249,335,232 
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
28,313
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
28,313
GROSS DISBURSEMENTS (tie to bank statement)
28,313 
(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
28,313 
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
857,882
xxx PAYROLL NON-OFFICER
189,124,972
04 AVIATION FUEL (Includes intercompany transfer to UAFC, see below)
222,302,890
06 CATERING
36,483,719
03 RECURRING RENT
27,121,953
01 GENERAL PAYABLES
602,847,128
17 INSURANCE
39,443,803
18 LANDING FEES
24,610,470
xxx OTHER 2
71,361,692
SUBTOTAL EXCLUDING PAYROLL
1,024,171,655
GROSS DISBURSEMENTS (tie to bank statement)
1,214,154,509
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
MyPoints.com, Inc.
-
Premier Meeting and Travel Services, Inc.
44,290
Mileage Plus, Inc.
1,900,000
United Aviation Fuels Corporation
83,700,000
UAL Loyalty Services, Inc.
4,353,420
Domicile Management Services, Inc.
-
TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES
89,997,710
TAXES:
a. Federal Income Tax and FICA withholdings
69,179,417
b. State income tax w/held
9,525,596
c. State sales or use tax
148,218
d. Other (specify) 3
139,575,217
TOTAL TAXES
218,428,448
NET MONTHLY DISBURSEMENTS
$ 1,342,585,248
1 Includes activity for United Airlines, Inc., UAL Company Services, Inc., United GHS, Inc., UAL Benefits Management, Inc. and Air Wisconsin, Inc.
2 Includes corporate volume agreements (APO8), maintenance (APO 9), crew housing (APO 11), damaged bags (APO 12), GSA's (APO14), group deposits (APO 15), tour payables (APO 16), lost baggage claims (APO 19), ORD JJ (APO 21), passenger facility charges (APO 22), cargo claims (APO 23), property work orders (APO 24), travel agency incentives (APO 25), back end commissions (APO 26),cargo correspondence (APO 29), employee travel expenses (APO 45), DIP fees and interest, 401K, pilot directed account plan and sick leave trust payments.
3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
BANK BANK ONE ACCT. 11-01955, 11-02250, 10-61639, 
ENTITY: UAL LOYALTY SERVICES, INC 1 ACCTS: 11-33545
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT:
xxx PAYROLL OFFICER Payroll disbursed through United Airlines
-
xxx PAYROLL NON-OFFICER
-
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
5,085,792
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
5,085,792
GROSS DISBURSEMENTS (tie to bank statement)
5,085,792
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
-
b. State income tax w/held
-
c. State sales or use tax
-
d. Other 2
-
TOTAL TAXES
-
NET MONTHLY DISBURSEMENTS
$ 5,085,792 
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
614,676 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
1,330,534 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
1,330,534 
GROSS DISBURSEMENTS (tie to bank statement)
1,945,210 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
19,828 
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
$ 1,925,382 
1 Includes disbursement activity for Cybergold, Inc., iTarget.com, Inc., MyPoints Offline Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: CYBERGOLD, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: iTARGET.COM, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: MYPOINTS OFFLINE SERVICES, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

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

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

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

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

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

 
 
 
 
BANK
ENTITY: KION LEASING, INC. 1 ACCTS: List Accounts per attached list
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT: 
xxx PAYROLL OFFICER Payroll disbursed through United Airlines
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Approximated from Income Statement for the month ended August 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
345,891 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
345,891 
GROSS DISBURSEMENTS (tie to bank statement)
345,891 
(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
$ 345,891 
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
132,432,342 
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
132,432,342 
GROSS DISBURSEMENTS (tie to bank statement)
132,432,342 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
21,700,000 
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
$110,732,342 
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
206,136 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
206,136 
GROSS DISBURSEMENTS (tie to bank statement)
206,136 
(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
206,136 
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
764,807 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
1,283,776 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
1,283,776 
GROSS DISBURSEMENTS (tie to bank statement)
2,048,583 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
11,141 
TAXES:
a. Federal Income Tax and FICA withholdings
364,072 
b. State income tax w/held
28,246 
c. State sales or use tax
d. Other 1
31,172 
TOTAL TAXES
423,490 
NET MONTHLY DISBURSEMENTS
$ 2,460,932 
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 August 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 August 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 August 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
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.

 
 
 
 
ENTITY: BANK
DOMICILE MGMT SERVICES, INC. ACCTS: Citibank #0-157487-016
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES:
AMOUNT:
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
7,237 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
233,975 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
233,975 
GROSS DISBURSEMENTS (tie to bank statement)                       241,212 
(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                              326 
d. Other 1
TOTAL TAXES                              326 
NET MONTHLY DISBURSEMENTS                     $ 241,538 
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 August 31, 2004.
/s/ Jeffrey T. Kawalsky
Signature
Jefferey T. Kawalsky
Vice President - Treasurer
Print Name and Title
09/22/2004
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
09/22/2004
Date

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

 
 
 
 
SCHEDULE D - - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor Type
Date Regular Payment is Due
Amount of Regular Payment
Check # of Payments
Number of Payments Delinquent*
Amount of Payments * Delinquent
CORPORATE TRUST SERVICES AIRCRAFT
8/2/04
110,000.00 
US BANK AIRCRAFT
8/2/04
18,543,434.28 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/2/04
969,085.78 
WILMINGTON TRUST COMPANY AIRCRAFT
8/2/04
209,166.67 
CIT GROUP AIRCRAFT
8/2/04
440,000.00 
EXPORT DEVELOPMENT OF CANADA SIMULATOR
8/3/04
682,473.16 
US BANK AIRCRAFT
8/6/04
630,000.00 
RBS AEROSPACE LIMITED AIRCRAFT
8/6/04
85,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/6/04
80,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/6/04
80,000.00 
AIE VI AIRCRAFT
8/9/04
3,630,000.00 
IAE AIRCRAFT
8/9/04
1,620,000.00 
RBS AEROSPACE LIMITED AIRCRAFT
8/9/04
85,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/9/04
700,000.00 
US BANK AIRCRAFT
8/10/04
85,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/10/04
400,000.00 
US BANK AIRCRAFT
8/11/04
85,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/11/04
1,208,889.89 
US BANK AIRCRAFT
8/12/04
150,000.00 
US BANK AIRCRAFT
8/13/04
90,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/13/04
2,583,122.90 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/16/04
4,000,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/17/04
7,749,368.70 
WILMINGTON TRUST COMPANY AIRCRAFT
8/17/04
258,777.78 
BNP PARIBAS, TOKYO BRANCH AIRCRAFT
8/18/04
130,000.00 
US BANK AIRCRAFT
8/18/04
302,500.00 
US BANK AIRCRAFT
8/19/04
775,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/19/04
1,535,833.33 
US BANK AIRCRAFT
8/23/04
1,845,555.55 
WILMINGTON TRUST COMPANY AIRCRAFT
8/23/04
170,000.00 
AIE VI AIRCRAFT
8/26/04
4,320,000.00 
AIE VI AIRCRAFT
8/27/04
160,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/27/04
85,000.00 
PHILIP MORRIS CAPITAL CORPORATION AIRCRAFT
8/30/04
2,080,000.00 
PK AIR AIRCRAFT
8/30/04
272,582.39 
US BANK AIRCRAFT
8/30/04
656,666.66 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/30/04
21,399,815.63 
WILMINGTON TRUST COMPANY AIRCRAFT
8/30/04
312,444.44 
CUMBERLAND LEASE CORP AIRCRAFT
8/31/04
296,083.33 
MIZUHO CORPORATE BANK AIRCRAFT
8/31/04
650,000.00 
SOCIETE GENERALE AIRCRAFT
8/31/04
100,000.00 
US BANK AIRCRAFT
8/31/04
18,805,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
8/31/04
400,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
8/31/04
1,008,055.56 
CIT GROUP AIRCRAFT
8/31/04
440,000.00 
UT FINANCE  AIRCRAFT ENGINE
8/31/04
184,586.65 
100,403,442.70 

 
 
 
 
SCHEDULE E - Professional Payments1
PROFESSIONAL GROUP
MONTH AMOUNT AUTHORIZED
MONTH AMOUNT PAID
Babcock & Brown
157,500 
157,500 
Cognizant Associates
41,580 
41,580 
Deloitte & Touche
840,861 
840,861 
Huron Consulting Group
1,069,301 
1,069,301 
KPMG LLP
242,092 
242,092 
Kirkland & Ellis
2,932,520 
2,932,520 
Leaf Group
316,927 
316,927 
Leboeuf Lamb Greene
2,617 
2,617 
McKinsey & Company (OCP)
632,500 
632,500 
Mayer, Brown, Rowe & Maw LLP
913,849 
913,849 
Meckler Bulger
14,131 
14,131 
Mercer Management Consulting
542,729 
542,729 
Paul Hastings Janofsky & Walker LLP
2,424 
2,424 
Piper Rudnick
17,283 
17,283 
Poorman-Douglas
395,847 
395,847 
Rothschild Inc
197,735 
197,735 
Saybrook Capital
183,270 
183,270 
The Segal Company
4,670 
4,670 
Sonnenschein Nath & Rosenthal
1,206,055 
1,206,055 
Sperling & Slater PC
265,929 
265,929 
Retired SAM Committee
447 
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