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: October 28, 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 2.02               Results of Operations and Financial Condition.

On October 28, 2004, we issued a press release announcing our financial results for the third quarter of 2004. The press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
 

Item 8.01	Other Events.
On October 28, 2004, UAL Corporation filed its monthly operating report for the period September 1, 2004, through September 30, 2004, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218.  A copy of the monthly operating report is provided hereunder as Exhibit 99.1.

 
 

Item 9.01			Financial Statements and Exhibits.
(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period September 1, 2004, through September 30, 2004
	99.2	Press Release

 

SIGNATURES

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

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

 
 
 

Dated:  October 28, 2004

                                                                                                                                                      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
September 1, 2004 THROUGH September 30, 2004
1 The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to amend their MOR as necessary.

 
 
 
 

IN RE:	CHAPTER 11
UAL CORPORATION ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
September 1, 2004 THROUGH September 30, 2004
DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007
DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 6238064)
	KIRKLAND & ELLIS
	200 East Randolph Street
	Chicago, IL 60601
	(312) 861-2000 (telephone)
	(312) 861-2200 (facsimile)
	Counsel for the Debtors and Debtors In Possession
REPORT PREPARER:	UAL Corporation et al
I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: 10/28/2004	DEBTOR-IN-POSSESSION
Print Name/Title:
Signature:
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 September 30, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,467,943
Total operating expenses		1,585,532
Earnings (loss) from operations		(117,589)
Non-operating income (expenses):
Net interest expense		(32,514)
Other income (expenses), net:		17,708
Total non-operating income (expenses):		(14,806)
Net Earnings (loss) before Reorganization items		(132,395)
Reorganization items		(89,452)
Net earnings (loss)		(221,847)

 
 
 
 

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 Septmeber 30, 2004			(Amounts in US dollar $)
BEGINNING BALANCE (ending balance August 31,2004)
Operating Accounts - DOM			$36,092,878
Operating Accounts - INT			$23,884,175
London Overnight Investment Balance			$2,542,371
Liquidity Pool			$1,067,491,904
Restricted Cash 3			$838,573,999
Subsidiaries:
a. Mileage Plus, Inc.			$303,316
b. Premier Meeting and Travel Services, Inc.			$279,963
c. MyPoints.com, Inc.			$3,589,589
d. Domicile Management Services, Inc.			$523,623
e. UAL Loyalty Services, Inc.			$852,457
f. United Aviation Fuel Corporation			$688,232
TOTAL BEGINNING BALANCE			$1,974,822,506
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,441,655,117
2. Debtor -In- Possession Financing		$502,644,264
3. Other receipts		$20,252,537
TOTAL RECEIPTS	(A)	$1,964,551,918
CHECK
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers		$858,518
b. Non-Officer		$190,405,014
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$65,750,946
b. State income tax w/held		$8,657,928
c. State sales or use tax		$115,072
d. Other 5		$181,664,163
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)		$1,122,688,182
b. Transferred to escrows / restricted cash		$1,173,948
TOTAL DISBURSEMENTS	(B)	$1,571,313,770
NET RECEIPTS (Line (A) less Line (B))			$393,238,148
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)			$2,368,060,654
Bank One Overnight Investment Account (month over month change) 7			($765,397)
TOTAL ENDING BALANCE 8			$2,367,295,257
Check
ENDING BALANCE (as of Septmeber 30, 2004)
Operating Accounts - DOM		$42,730,996
Operating Accounts - INT		$22,771,231
London Overnight Investment		$1,665,018
Liquidity Pool		$1,451,037,085
Restricted Cash 3		$839,747,947
Subsidiaries:
Mileage Plus, Inc.		$184,374
Premier Meeting and Travel Services, Inc.		$1,335,495
MyPoints.com, Inc.		$4,055,760
Domicile Management Services, Inc.		$266,656
UAL Loyalty Services, Inc.		$1,978,264
United Aviation Fuel Corporation		$1,522,430
TOTAL ENDING BALANCE		$2,367,295,257
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 September (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

1,529,945,319

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,029,256

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

101,343,937

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,634,318,512

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

20,252,537

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,654,571,049

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

192,663,395

( D )

NET RECEIPTS

$1,461,907,654

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,441,655,117

(A-D )

Other receipts

20,252,537

( B )

$1,461,907,654

False

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 $102,456,881.

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																1,307,233,156
Domestic Operational Receipts					NON BANK ONE / JP MORGAN CHASE ACTIVITY																-
																					-
																					-
																					-
Total Non-Bank One Receipts																					-
International Operational Receipts								BEG BALANCE (LESS) ENDING BALANCE													$101,343,937
								PLUS NET REPATRIATION
Total Operational Receipts							TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY														1,408,577,093
Debtor-In-Possession Financing																					-
Other Non-Operational Receipts 2								SEE FOOTNOTE BELOW													$19,285,840
Less, Non-filing entities								NONE FOR THIS PERIOD													-
									GROSS RECEIPTS												1,427,862,933
									UAL												-
									UAL Loyalty Services, Inc.												-
									UAL Company Services, Inc.												-
									Confetti Inc.												-
									MyPoints.com, Inc.												946,621
									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.												172,623
									United Aviation Fuels Corporation												20,150,000
									United Cogen, Inc.												-
									Mileage Plus, Inc.												3,829
									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														21,273,073
									NET RECEIPTS												$1,406,589,860
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

1,640,322

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

- -

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,640,322

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

191

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,640,513

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

441,932

NET RECEIPTS

1,198,581

BANK STATEMENT RECONCILIATION:

Beginning Balance

$279,963

Receipts

1,640,513

Disbursements

(584,981)

Reconciled Ending Balance

$1,335,495

Reported Ending Balance

$1,335,495

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)

1,429,256

-

-

-

Total Non-Bank One Receipts

1,429,256

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,429,256

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

949,865

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,379,121

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,379,121

BANK STATEMENT RECONCILIATION:

Beginning Balance

$3,589,589

Receipts

2,379,121

Disbursements

(1,912,950)

Reconciled Ending Balance

$4,055,760

Reported Ending Balance

$4,055,760

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

$1,600,000

-

-

-

Total Non-Bank One Receipts

1,600,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,600,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

10,348

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,610,348

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,600,000

NET RECEIPTS

10,348

BANK STATEMENT RECONCILIATION:

Beginning Balance

$303,316

Receipts

1,610,348

Disbursements

(1,729,290)

Reconciled Ending Balance

$184,374

Reported Ending Balance

$184,374

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

213,623,451

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

213,623,451

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)

213,623,451

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

161,900,000

(Provide detail above)

NET RECEIPTS

51,723,451

BANK STATEMENT RECONCILIATION:

Beginning Balance

$688,232

Receipts

213,623,451

Disbursements

(212,789,253)

Reconciled Ending Balance

$1,522,430

Reported Ending Balance

$1,522,430

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

$7,448,390

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

$0

$0

$0

$0

Total Non-Bank One Receipts

$0

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

7,448,390

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

$0

Less, Non-filing entities

NONE FOR THIS PERIOD

$0

GROSS RECEIPTS (tie to bank statement)

7,448,390

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

7,448,390

NET RECEIPTS

$0

BANK STATEMENT RECONCILIATION:

Beginning Balance

$852,457

Receipts

7,448,390

Disbursements

(6,322,583)

Reconciled Ending Balance

$1,978,264

Reported Ending Balance

$1,978,264

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

109.85

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

$0

Domestic Operational Receipts

CITIBANK

$0

$0

$0

$0

Total Non-Bank One Receipts

$0

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

09/30/2004

$0

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

$0

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

6,293

Less, Non-filing entities

NONE FOR THIS PERIOD

$0

GROSS RECEIPTS (tie to bank statement)

6,293

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

$0

NET RECEIPTS

6,293

BANK STATEMENT RECONCILIATION:

Beginning Balance

523,623

Receipts

6,293

Disbursements

(263,260)

Reconciled Ending Balance

$266,656

Reported Ending Balance

$266,656

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

858,518

( A )

xxx

PAYROLL NON-OFFICER

190,405,014

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

306,504,586

06

CATERING

241,236,692

03

RECURRING RENT

47,352,522

01

GENERAL PAYABLES

603,477,219

17

INSURANCE

41,336,868

18

LANDING FEES

18,139,663

xxx

OTHER

57,304,027

SUBTOTAL EXCLUDING PAYROLL

1,315,351,576

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,506,615,108

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

192,663,395

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

65,750,946

b. State income tax w/held

8,657,928

c. State sales or use tax

115,072

d. Other 3

181,664,163

TOTAL TAXES

256,188,109

( E )

NET MONTHLY DISBURSEMENTS

$ 1,570,139,822

Forward to MOR Summary:

Officers Payroll

858,518

( A )

Non-Officer Payroll

190,405,014

( B )

Taxes

256,188,109

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,122,688,182

(C-D)

$ 1,570,139,822

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

2 Fuel Summary:

UAFC Fuel Disbursements

-

United Fuel Disbursements

306,504,586

Total Fuel Disbursements

306,504,586

Less: Intercompany Transfers

(182,050,000)

Fuel Disbursements

$ 124,454,586

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											900
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											900
				GROSS DISBURSEMENTS (tie to bank statement)								900
				(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								900
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											858,518
xxx	PAYROLL NON-OFFICER											188,972,501
04	AVIATION FUEL					(Includes intercompany transfer to UAFC, see below)						306,504,586
06	CATERING											28,447,439
03	RECURRING RENT											41,029,939
01	GENERAL PAYABLES											600,480,146
17	INSURANCE											41,336,868
18	LANDING FEES											18,139,663
xxx	OTHER 2											57,304,027
	SUBTOTAL EXCLUDING PAYROLL											1,093,242,667
				GROSS DISBURSEMENTS (tie to bank statement)								1,283,073,686
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.								-
				Premier Meeting and Travel Services, Inc.								441,932
				Mileage Plus, Inc.								1,600,000
				United Aviation Fuels Corporation								161,900,000
				UAL Loyalty Services, Inc.								7,448,390
				Domicile Management Services, Inc.								-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES								171,390,322
				TAXES:
				a. Federal Income Tax and FICA withholdings								65,532,618
				b. State income tax w/held								8,642,223
				c. State sales or use tax								114,783
				d. Other (specify) 3								181,657,433
				TOTAL TAXES								255,947,057
				NET MONTHLY DISBURSEMENTS								$ 1,367,630,421
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

6,322,583

01

GENERAL PAYABLES

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

6,322,583

GROSS DISBURSEMENTS (tie to bank statement)

6,322,583

(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

$ 6,322,583

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

704,858

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,208,092

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,208,092

GROSS DISBURSEMENTS (tie to bank statement)

1,912,950

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

946,621

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

$ 966,329

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 September 30, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

		PREMIER MEETING AND TRAVEL					BANK
ENTITY:		SERVICES, INC.					ACCTS:	Bank One 5578531
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											584,981
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											584,981
				GROSS DISBURSEMENTS (tie to bank statement)								584,981
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								172,623
				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								$ 412,358
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

06

CATERING

212,789,253

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

212,789,253

GROSS DISBURSEMENTS (tie to bank statement)

212,789,253

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

20,150,000

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

$192,639,253

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											179,257
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											179,257
				GROSS DISBURSEMENTS (tie to bank statement)								179,257
				(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								179,257
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

720,119

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

768,408

17

INSURANCE

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

768,408

GROSS DISBURSEMENTS (tie to bank statement)

1,488,527

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

3,829

TAXES:

a. Federal Income Tax and FICA withholdings

218,328

b. State income tax w/held

15,705

c. State sales or use tax

d. Other 1

6,730

TOTAL TAXES

240,763

NET MONTHLY DISBURSEMENTS

$ 1,725,461

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 September 30, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED VACATIONS, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended September 30, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		FOUR STAR LEASING, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended September 30, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

							BANK
ENTITY:		AIR WISCONSIN SERVICES, INC 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 2								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Disbursement activity conducted through 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											7,536
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											255,435
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											255,435
				GROSS DISBURSEMENTS (tie to bank statement)								262,971
				(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								289
				d. Other 1								-
				TOTAL TAXES								289
				NET MONTHLY DISBURSEMENTS								$ 263,260
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 September 30, 2004.

Signature

Print Name and Title

Date

Insider Payments

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

Signature

Print Name and Title

Date

 
 
 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

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

Escrow Fund

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

The components of the Escrow fund:

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

w Federal air transportation excise taxes;

w Federal security charges;

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

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 
 
 

SCHEDULE D - - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
CORPORATE TRUST SERVICES	AIRCRAFT	9/1/04	110,000.00
US BANK	AIRCRAFT	9/1/04	23,980,215.44
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/1/04	4,595,625.00
SOCIETE GENERALE	AIRCRAFT	9/1/04	75,000.00
BAYERISCHE LAANDESBANK	AIRCRAFT	9/1/04	1,125,000.00
US BANK	AIRCRAFT	9/2/04	85,000.00
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	9/2/04	451,935.23
US BANK	AIRCRAFT	9/3/04	260,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	9/7/04	85,000.00
US BANK	AIRCRAFT	9/7/04	630,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/7/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/8/04	700,000.00
IAE	AIRCRAFT	9/8/04	1,620,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	9/8/04	85,000.00
AIE VI	AIRCRAFT	9/9/04	3,630,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/10/04	1,273,333.33
US BANK	AIRCRAFT	9/10/04	901,040.31
WILMINGTON TRUST COMPANY	AIRCRAFT	9/13/04	1,208,889.89
US BANK	AIRCRAFT	9/13/04	325,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/14/04	80,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/15/04	8,484,062.50
WILMINGTON TRUST COMPANY	AIRCRAFT	9/17/04	258,777.78
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	9/20/04	130,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/20/04	299,200.83
US BANK	AIRCRAFT	9/20/04	1,545,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/20/04	1,336,632.50
US BANK	AIRCRAFT	9/23/04	825,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/23/04	170,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/27/04	160,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/28/04	1,033,981.48
US BANK	AIRCRAFT	9/29/04	589,611.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/29/04	4,715,148.56
WILMINGTON TRUST COMPANY	AIRCRAFT	9/29/04	85,000.00
CUMBERLAND LEASE CORP	AIRCRAFT	9/30/04	296,083.33
MIZUHO CORPORATE BANK	AIRCRAFT	9/30/04	650,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	9/30/04	2,080,000.00
SOCIETE GENERALE	AIRCRAFT	9/30/04	775,125.08
US BANK	AIRCRAFT	9/30/04	19,311,666.66
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	9/30/04	2,250,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	9/30/04	11,944,375.00
WILMINGTON TRUST COMPANY	AIRCRAFT	9/30/04	1,320,500.00
CIT GROUP	AIRCRAFT	9/30/04