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: January 27, 2005

(Date of earliest event reported)

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

1200 East Algonquin Road, Elk Grove Township, Illinois 60007

(Address of principal executive offices)

(847) 700-4000

(Registrant's telephone number, including area code)

Not Applicable

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

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

Item 2.02   Results of Operations and Financial Condition.

On January 27, 2005, we issued a press release announcing our financial results for the fourth 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 January 27, 2005, UAL Corporation filed its monthly operating report for the period December 1, 2004 through December 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.

 
 

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

 
 
 
 
 
 

SIGNATURES

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

 
 

Dated:  January 27, 2005

  
 

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
December 1, 2004 THROUGH December 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
December 1, 2004 THROUGH December 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: 1/27/2005	DEBTOR-IN-POSSESSION
	Frederic F. Brace
Print Name/Title:	Executive Vice President & Chief Financial Officer
Signature:	/s/ Frederic F. Brace
Address:	1200 East Algonquin Road
	Elk Grove Township, IL 60007
Phone:

 
 
 
 

I.

Table of Contents

II.

UAL Corporation, et al. Unaudited Financial Statements

A.

Condensed Consolidating Statement of Operations (Discloses only filing entities)

B.

Statements of Consolidated Financial Position (Form 10Q to be filed by February 15, 2005)

C.

Statements of Consolidated Cash Flows (Form 10Q to be filed by February 15, 2005)

III.

Summary of Cash Receipts and Cash Disbursements

A.

Unaudited Consolidated Receipt Summary

B.

Unaudited Disbursements by Legal Filing Entity and Summary

IV.

Additional Schedules

A.

Insurance - - Certifications

B.

Payments to Insiders - Certification

C.

Description of Tax Trusts / Escrows

D.

Payments to Secured Creditors and Lessors

E.

Professional Fee Payments

F.

Accounts Receivable Schedule and Accounts Payable Schedule

G.

Bank Accounts and Financial Institution Relationships

V.

Tax Questionnaire

 
 
 
 

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

 
 
 
 

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS1
FOR THE MONTH ENDED December 31, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,421,428
Total operating expenses		1,656,063
Earnings (loss) from operations		(234,635)
Non-operating income (expenses):
Net interest expense		(35,720)
Other income (expenses), net:		1,780
Total non-operating income (expenses):		(33,940)
Net Earnings (loss) before Reorganization items		(268,575)
Reorganization items		(188,721)
Net earnings (loss)		(457,296)

 
 
 
 

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 December 31, 2004		(Amounts in US dollar $)
BEGINNING BALANCE (ending balance November 30,2004)
Operating Accounts - DOM								$39,503,880
Operating Accounts - INT								$20,377,372
London Overnight Investment Balance								$2,185,193
Liquidity Pool								$1,472,538,243
Restricted Cash 3								$842,973,879
Subsidiaries:
a. Mileage Plus, Inc.								$281,811
b. Premier Meeting and Travel Services, Inc.								$1,171,825
c. MyPoints.com, Inc.								$4,374,653
d. Domicile Management Services, Inc.								$297,573
e. UAL Loyalty Services, Inc.								$726,045
f. United Aviation Fuel Corporation								$2,796,106
TOTAL BEGINNING BALANCE								$2,387,226,580
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)						$1,159,063,442
2. Other receipts						$54,362,609
TOTAL RECEIPTS			(A)			$1,213,426,052
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers						$686,963
b. Non-Officer						$191,365,918
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings						$73,726,056
b. State income tax w/held						$9,752,236
c. State sales or use tax						$227,309
d. Other 5						$90,888,300
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)						$1,088,508,185
b. Transferred to escrows / restricted cash						$4,000,000
TOTAL DISBURSEMENTS			(B)			$1,459,154,967
NET RECEIPTS (Line (A) less Line (B))								($245,728,915)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)								$2,141,497,664
Bank One Overnight Investment Account (month over month change) 7								($1,503,110)
TOTAL ENDING BALANCE 8								$2,139,994,554
Check
ENDING BALANCE (as of December 31, 2004)
Operating Accounts - DOM					$40,002,374
Operating Accounts - INT					$26,056,575
London Overnight Investment					$3,659,560
Liquidity Pool					$1,204,584,037
Restricted Cash 3					$855,227,818
Subsidiaries:
Mileage Plus, Inc.					$529,036
Premier Meeting and Travel Services, Inc.					$1,007,147
MyPoints.com, Inc.					$3,946,964
Domicile Management Services, Inc.					$264,165
UAL Loyalty Services, Inc.					$1,666,041
United Aviation Fuel Corporation					$3,050,837
TOTAL ENDING BALANCE					$2,139,994,554
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 December (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

1,185,597,097

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,004,335

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

74,340,305

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,263,941,737

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

54,362,609

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,318,304,346

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

104,878,295

( D )

NET RECEIPTS

$1,213,426,052

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,159,063,442

(A-D )

Other receipts

54,362,609

( B )

$1,213,426,052

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 $68,408,653

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																1,069,784,524
Domestic Operational Receipts					NON BANK ONE / JP MORGAN CHASE ACTIVITY																-
																					-
																					-
																					-
Total Non-Bank One Receipts																					-
International Operational Receipts								BEG BALANCE (LESS) ENDING BALANCE													$74,087,856
								PLUS NET REPATRIATION
Total Operational Receipts								TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY													1,143,872,380
Debtor-In-Possession Financing																					-
Other Non-Operational Receipts 2						SEE FOOTNOTE BELOW															$54,303,205
Less, Non-filing entities								NONE FOR THIS PERIOD													-
				GROSS RECEIPTS																	1,198,175,584
				UAL																	-
				UAL Loyalty Services, Inc.																	-
				UAL Company Services, Inc.																	-
				Confetti Inc.																	-
				MyPoints.com, Inc.																	31,867
				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.																	79,147
				United Aviation Fuels Corporation																	6,100,000
				United Cogen, Inc.																	-
				Mileage Plus, Inc.																	12
				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																		6,211,026
				NET RECEIPTS																	$1,191,964,559
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
2 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 
 
 

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

180,280

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

180,280

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

1,216

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

181,496

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

58,777

NET RECEIPTS

122,719

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,171,824

Receipts

181,496

Disbursements

(346,174)

Reconciled Ending Balance

$1,007,147

Reported Ending Balance

$1,007,147

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)

1,804,335

-

-

-

Total Non-Bank One Receipts

1,804,335

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,804,335

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

36,792

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,841,127

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

1,841,127

BANK STATEMENT RECONCILIATION:

Beginning Balance

$4,374,653

Receipts

1,841,127

Disbursements

(2,268,816)

Reconciled Ending Balance

$3,946,964

Reported Ending Balance

$3,946,964

Difference

$0

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

 
 
 
 

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

SHORE BANK

$2,200,000

-

-

-

Total Non-Bank One Receipts

2,200,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,200,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

12,048

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,212,048

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

2,200,000

NET RECEIPTS

12,048

BANK STATEMENT RECONCILIATION:

Beginning Balance

$281,811

Receipts

2,212,048

Disbursements

(1,964,823)

Reconciled Ending Balance

$529,036

Reported Ending Balance

$529,036

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

109,523,801

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

109,523,801

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)

109,523,801

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

90,300,000

(Provide detail above)

NET RECEIPTS

19,223,801

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,552,571

Receipts

109,523,801

Disbursements

(108,025,536)

Reconciled Ending Balance

$3,050,837

Reported Ending Balance

$3,050,837

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

$6,108,492

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

6,108,492

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)

6,108,492

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

6,108,492

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$726,045

Receipts

6,108,492

Disbursements

(5,168,496)

Reconciled Ending Balance

$1,666,041

Reported Ending Balance

$1,666,041

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

102.81

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

CITIBANK

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

10/31/04

252,449

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

252,449

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

9,349

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

261,798

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

261,798

BANK STATEMENT RECONCILIATION:

Beginning Balance

$297,573

Receipts

261,798

Disbursements

(295,206)

Reconciled Ending Balance

$264,165

Reported Ending Balance

$264,165

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

686,963

( A )

xxx

PAYROLL NON-OFFICER

191,365,918

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

366,792,446

06

CATERING

27,878,669

03

RECURRING RENT

52,450,273

01

GENERAL PAYABLES

624,465,718

17

INSURANCE

36,458,115

18

LANDING FEES

21,349,497

xxx

OTHER

63,991,762

SUBTOTAL EXCLUDING PAYROLL

1,193,386,480

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,385,439,361

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

104,878,295

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

73,726,056

b. State income tax w/held

9,752,236

c. State sales or use tax

227,309

d. Other 3

90,888,300

TOTAL TAXES

174,593,901

( E )

NET MONTHLY DISBURSEMENTS

$ 1,455,154,967

Forward to MOR Summary:

Officers Payroll

686,963

( A )

Non-Officer Payroll

191,365,918

( B )

Taxes

174,593,901

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,088,508,185

(C-D)

$ 1,455,154,967

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

2 Fuel Summary:

UAFC Fuel Disbursements

108,025,536

United Fuel Disbursements

258,766,911

Total Fuel Disbursements

366,792,446

Less: Intercompany Transfers

(96,400,000)

Fuel Disbursements

$ 270,392,446

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											34,950
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											34,950
				GROSS DISBURSEMENTS (tie to bank statement)								34,950
				(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								34,950
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											686,963
xxx	PAYROLL NON-OFFICER											189,919,352
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)						258,766,911
06	CATERING												27,878,669
03	RECURRING RENT												52,450,273
01	GENERAL PAYABLES												615,871,846
17	INSURANCE												36,458,115
18	LANDING FEES												21,349,497
xxx	OTHER 2												63,991,762
	SUBTOTAL EXCLUDING PAYROLL											1,076,767,073
				GROSS DISBURSEMENTS (tie to bank statement)								1,267,373,388
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.								-
				Premier Meeting and Travel Services, Inc.								58,777
				Mileage Plus, Inc.								2,200,000
				United Aviation Fuels Corporation								90,300,000
				UAL Loyalty Services, Inc.								6,108,492
				Domicile Management Services, Inc.								-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES								98,667,269
				TAXES:
				a. Federal Income Tax and FICA withholdings								73,478,737
				b. State income tax w/held								9,733,071
				c. State sales or use tax								226,894
				d. Other (specify) 3								90,876,415
				TOTAL TAXES								174,315,116
				NET MONTHLY DISBURSEMENTS								$ 1,343,021,235
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													5,168,498
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													5,168,498
				GROSS DISBURSEMENTS (tie to bank statement)										5,168,498
				(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										$ 5,168,498
1 Includes disbursement activity for Confetti, Inc., Mileage Plus Holdings, Inc. and Mileage Plus Marketing, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

651,637

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,617,179

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,617,179

GROSS DISBURSEMENTS (tie to bank statement)

2,268,816

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

31,867

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

$ 2,236,949

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

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

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

 
 
 
 

							BANK
ENTITY:		UNITED BIZJET HOLDINGS, INC.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 December 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											346,174
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											346,174
				GROSS DISBURSEMENTS (tie to bank statement)								346,174
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								79,147
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								123
				d. Other 1								-
				TOTAL TAXES								123
				NET MONTHLY DISBURSEMENTS								$ 267,149
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											108,025,536
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											108,025,536
				GROSS DISBURSEMENTS (tie to bank statement)								108,025,536
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								6,100,000
				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								$ 101,925,536
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											240,633
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											240,633
				GROSS DISBURSEMENTS (tie to bank statement)								240,633
				(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								240,633
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											758,972
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											927,481
17	INSURANCE
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											927,481
				GROSS DISBURSEMENTS (tie to bank statement)								1,686,453
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								12
				TAXES:
				a. Federal Income Tax and FICA withholdings								247,319
				b. State income tax w/held								19,165
				c. State sales or use tax								-
				d. Other 1								11,886
				TOTAL TAXES								278,370
				NET MONTHLY DISBURSEMENTS								$ 1,964,812
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 December 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 December 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 December 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 United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

ENTITY:								BANK
		DOMICILE MGMT SERVICES, INC.						ACCTS:	Citibank #0-157487-016
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											35,956
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											258,958
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											258,958
				GROSS DISBURSEMENTS (tie to bank statement)								294,914
				(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								292
				d. Other 1								-
				TOTAL TAXES								292
				NET MONTHLY DISBURSEMENTS								$ 295,206
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 December 31, 2004

/s/ J. T. Kawalsky

Signature

Jefferey T. Kawalsky

Vice President - Treasurer

Print Name and Title

1/21/05

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/ M Lynn Hughitt

Signature

Lynn Hughitt

Vice President & Controller

Print Name and Title

1/25/05

Date

 
 
 
 

SCHEDULE C - Description of Tax Trusts
Escrow Accounts
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	12/1/04	110,000.00
US BANK	AIRCRAFT	12/1/04	435,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/1/04	160,000.00
SOCIETE GENERALE PARIS	AIRCRAFT	12/1/04	75,000.00
BAYERISCHE LAANDESBANK	AIRCRAFT	12/1/04	1,125,000.00
US BANK	AIRCRAFT	12/2/04	653,892.99
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/2/04	479,350.63
RBS AEROSPACE LIMITED	AIRCRAFT	12/6/04	85,000.00
US BANK	AIRCRAFT	12/6/04	900,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/6/04	305,333.33
IAE	AIRCRAFT	12/8/04	1,620,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	12/8/04	85,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/8/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/8/04	700,000.00
AIE VI	AIRCRAFT	12/9/04	3,630,000.00
US BANK	AIRCRAFT	12/9/04	400,000.00
US BANK	AIRCRAFT	12/10/04	326,305.56
WILMINGTON TRUST COMPANY	AIRCRAFT	12/10/04	1,273,333.33
US BANK	AIRCRAFT	12/13/04	2,685,777.79
WILMINGTON TRUST COMPANY	AIRCRAFT	12/13/04	1,208,889.89
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/15/04	4,000,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/17/04	85,000.00
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	12/20/04	504,833.33
US BANK	AIRCRAFT	12/20/04	1,048,500.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/20/04	520,193.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/20/04	1,236,473.67
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/20/04	5,176,885.00
Helaba Dublin Landesbank	AIRCRAFT	12/20/04	5,120,184.71
US BANK	AIRCRAFT	12/21/04	160,000.00
US BANK	AIRCRAFT	12/23/04	425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/23/04	170,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/27/04	299,333.34
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/28/04	1,033,981.48
US BANK	AIRCRAFT	12/29/04	1,307,302.86
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/29/04	5,268,468.72
WILMINGTON TRUST COMPANY	AIRCRAFT	12/29/04	85,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	12/30/04	2,340,000.00
US BANK	AIRCRAFT	12/30/04	736,666.66
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/30/04	9,408,919.86
WILMINGTON TRUST COMPANY	AIRCRAFT	12/30/04	312,444.44
KREDITANSTALT FUR WIEDERAUFBAU	AIRCRAFT	12/30/04	2,765,127.27
EXPORT DEVELOPMENT CORPORATION	AIRCRAFT	12/30/04	151,666.80
Cumberland Lease Corp	AIRCRAFT	12/31/04	95,000.00
Mizuho Corporate Bank	AIRCRAFT	12/31/04	650,000.00
US BANK	AIRCRAFT	12/31/04	16,769,740.74
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	12/31/04	475,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	12/31/04	2,250,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	12/31/04	1,103,888.89
CIT GROUP	AIRCRAFT	12/31/04	135,000.00
SOCIETE GENERALE PARIS	AIRCRAFT	12/31/04	1,534,705.60
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	12/31/04	960,000.00
SMBC	AIRCRAFT	12/31/04	2,100,000.00
BNP PARIBAS PARIS	AIRCRAFT	12/31/04	2,812,626.13
UT FINANCE CORP.	AIRCRAFT ENGINE	12/31/04	186,244.25
Total			87,566,070.27

 
 
 
 

SCHEDULE E - - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock & Brown	157,500	157,500
	Bain & Company	1,220,652	1,220,652
	Cognizant Associates	67,535	67,535
	Deloitte & Touche	986,768	986,768
	FTI Consulting / PWC	52,034	52,034
	Huron Consulting Group	714,114	714,114
	Jenner & Block	1,212	1,212
	Kirkland & Ellis	1,997,270	1,997,270
	Leaf Group	79,909	79,909
	Mayer, Brown	77,042	77,042
	MBT & LeBoeuf	5,633	5,633
	Mercer Management Consulting	231,834	231,834
	Mesirow Financial Consulting	312,782	312,782
	Piper Rudnick	32,581	32,581
	Rothschild Inc