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: February 24, 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 8.01	Other Events.
On February 24, 2005, UAL Corporation filed its monthly operating report for the period January 1, 2005 through January 31, 2005 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. A copy of the press release is provided hereunder as Exhibit 99.2.

 
 
 
 

Item 9.01			Financial Statements and Exhibits.
(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period January 1, 2005 through January 31, 2005
	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:  February 24, 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
January 1, 2005 THROUGH January 31, 2005
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
January 1, 2005 THROUGH January 31, 2005
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: 2/24/2005	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 May 15, 2005)

C.

Statements of Consolidated Cash Flows (Form 10Q to be filed by May 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 January 31, 2005
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,387,883
Total operating expenses		1,538,851
Earnings (loss) from operations		(150,968)
Non-operating income (expenses):
Net interest expense		(35,152)
Other income (expenses), net:		(2,430)
Total non-operating income (expenses):		(37,582)
Net Earnings (loss) before Reorganization items		(188,550)
Reorganization items		(137,601)
Net earnings (loss)		(326,151)

 
 
 
 

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 January 31, 2005					(Amounts in US dollar $)
BEGINNING BALANCE (ending balance December 31, 2004)
Operating Accounts - DOM					$40,002,374
Operating Accounts - INT					$26,056,575
London Overnight Investment Balance					$3,659,560
Liquidity Pool					$1,204,584,037
Restricted Cash 3					$855,227,818
Subsidiaries:
a. Mileage Plus, Inc.					$529,036
b. Premier Meeting and Travel Services, Inc.					$1,007,147
c. MyPoints.com, Inc.					$3,946,964
d. Domicile Management Services, Inc.					$264,165
e. UAL Loyalty Services, Inc.					$1,666,041
f. United Aviation Fuel Corporation					$3,050,837
TOTAL BEGINNING BALANCE					$2,139,994,554
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)				$1,288,240,369
2. Other receipts				$13,194,361
TOTAL RECEIPTS			(A)	$1,301,434,730
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers				$1,244,607
b. Non-Officer				$180,347,268
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings				$74,548,284
b. State income tax w/held				$8,876,619
c. State sales or use tax				$316,506
d. Other 5				$122,177,431
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)				$1,023,031,858
b. Transferred to escrows / restricted cash				$607,503
TOTAL DISBURSEMENTS		(B)		$1,411,150,076
NET RECEIPTS (Line (A) less Line (B))					($109,715,345)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)					$2,030,279,209
Bank One Overnight Investment Account (month over month change) 7					$1,540,766
TOTAL ENDING BALANCE 8					$2,031,819,974
Check
ENDING BALANCE (as of January 31, 2005)
Operating Accounts - DOM				$24,536,614
Operating Accounts - INT				$25,420,645
London Overnight Investment				$2,243,150
Liquidity Pool				$1,114,263,977
Restricted Cash 3				$854,759,093
Subsidiaries:
Mileage Plus, Inc.				$773,377
Premier Meeting and Travel Services, Inc.				$1,283,424
MyPoints.com, Inc.				$7,483,846
Domicile Management Services, Inc.				$9,698
UAL Loyalty Services, Inc.				$857,785
United Aviation Fuel Corporation				$188,366
TOTAL ENDING BALANCE				$2,031,819,974
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 January (2005). 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

1,329,970,587

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

7,315,510

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

65,209,388

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,402,495,486

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

13,194,361

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,415,689,847

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

114,255,117

( D )

NET RECEIPTS

$1,301,434,730

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,288,240,369

(A-D )

Other receipts

13,194,361

( B )

$1,301,434,730

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 $65,845,318

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							1,208,133,931
Domestic Operational Receipts						NON BANK ONE / JP MORGAN CHASE ACTIVITY							-
													-
													-
													-
Total Non-Bank One Receipts													-
International Operational Receipts						BEG BALANCE (LESS) ENDING BALANCE							$65,209,388
						PLUS NET REPATRIATION
Total Operational Receipts						TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY							1,273,343,320
Debtor-In-Possession Financing													-
Other Non-Operational Receipts 2						SEE FOOTNOTE BELOW							$13,081,406
Less, Non-filing entities						NONE FOR THIS PERIOD							-
					GROSS RECEIPTS								1,286,424,726
					UAL								-
					UAL Loyalty Services, Inc.								-
					UAL Company Services, Inc.								-
					Confetti Inc.								-
					MyPoints.com, Inc.								33,782
					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.								64,332
					United Aviation Fuels Corporation								14,200,000
					United Cogen, Inc.								-
					Mileage Plus, Inc.								-
					United GHS, Inc.								-
					United Worldwide Corporation								-
					United Vacations, Inc.								-
					Four Star Leasing, Inc.								-
					Air Wisconsin Services, Inc.								-
					Air Wisconsin , Inc.								-
					Domicile Management Services, Inc.								-
					(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES								14,298,114
					NET RECEIPTS								$1,272,126,612
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)

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

671,765

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

671,765

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

1,192

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

672,957

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

179,998

NET RECEIPTS

492,959

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,007,147

Receipts

672,957

Disbursements

(396,680)

Reconciled Ending Balance

$1,283,424

Reported Ending Balance

$1,283,424

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)

5,915,510

-

-

-

Total Non-Bank One Receipts

5,915,510

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

5,915,510

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

44,498

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

5,960,008

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

5,960,008

BANK STATEMENT RECONCILIATION:

Beginning Balance

$3,946,964

Receipts

5,960,008

Disbursements

(2,423,126)

Reconciled Ending Balance

$7,483,846

Reported Ending Balance

$7,483,846

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

$1,400,000

-

-

-

Total Non-Bank One Receipts

1,400,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,400,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

68,391

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,468,391

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,400,000

NET RECEIPTS

68,391

BANK STATEMENT RECONCILIATION:

Beginning Balance

$529,036

Receipts

1,468,391

Disbursements

(1,224,050)

Reconciled Ending Balance

$773,377

Reported Ending Balance

$773,377

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

116,987,886

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

116,987,886

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)

116,987,886

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

94,200,000

(Provide detail above)

NET RECEIPTS

22,787,886

BANK STATEMENT RECONCILIATION:

Beginning Balance

$3,050,837

Receipts

116,987,886

Disbursements

(119,850,357)

Reconciled Ending Balance

$188,366

Reported Ending Balance

$188,366

Difference

$0

 
 
 
 

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

$4,177,005

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

4,177,005

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

-

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

4,177,005

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

4,177,005

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,666,041

Receipts

4,177,005

Disbursements

(4,985,261)

Reconciled Ending Balance

$857,785

Reported Ending Balance

$857,785

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

US $ @

103.25

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

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

-

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(1,126)

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

(1,126)

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

(1,126)

BANK STATEMENT RECONCILIATION:

Beginning Balance

$264,165

Receipts

(1,126)

Disbursements

(253,341)

Reconciled Ending Balance

$9,698

Reported Ending Balance

$9,698

Difference

$0

 
 
 
 

BANK

ENTITY:

DISBURSEMENT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

1,244,607

( A )

xxx

PAYROLL NON-OFFICER

180,347,268

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

348,723,309

06

CATERING

29,512,845

03

RECURRING RENT

30,748,241

01

GENERAL PAYABLES

592,366,568

17

INSURANCE

59,966,680

18

LANDING FEES

18,284,757

xxx

OTHER

57,684,575

SUBTOTAL EXCLUDING PAYROLL

1,137,286,975

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,318,878,850

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

114,255,117

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

74,548,284

b. State income tax w/held

8,876,619

c. State sales or use tax

316,506

d. Other 3

122,177,431

TOTAL TAXES

205,918,840

( E )

NET MONTHLY DISBURSEMENTS

$ 1,410,542,573

Forward to MOR Summary:

Officers Payroll

1,244,607

( A )

Non-Officer Payroll

180,347,268

( B )

Taxes

205,918,840

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,023,031,858

(C-D)

$ 1,410,542,573

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

2 Fuel Summary:

UAFC Fuel Disbursements

119,850,357

United Fuel Disbursements

228,872,952

Total Fuel Disbursements

348,723,309

Less: Intercompany Transfers

(108,400,000)

Fuel Disbursements

$ 240,323,309

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											25,056
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											25,056
				GROSS DISBURSEMENTS (tie to bank statement)								25,056
				(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								25,056
1 Includes expenses incurred by members of the Board of Directors.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED AIRLINES, INC. 1					ACCTS:	See Schedule F for list of bank accounts
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											1,244,607
xxx	PAYROLL NON-OFFICER											178,833,480
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)							228,872,952
06	CATERING													29,512,845
03	RECURRING RENT													30,748,241
01	GENERAL PAYABLES													583,819,042
17	INSURANCE													59,966,680
18	LANDING FEES													18,284,757
xxx	OTHER 2													57,684,575
	SUBTOTAL EXCLUDING PAYROLL												1,008,889,092
				GROSS DISBURSEMENTS (tie to bank statement)								1,188,967,179
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.								-
				Premier Meeting and Travel Services, Inc.								179,998
				Mileage Plus, Inc.								1,400,000
				United Aviation Fuels Corporation								94,200,000
				UAL Loyalty Services, Inc.								4,177,005
				Domicile Management Services, Inc.								-
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES								99,957,003
				TAXES:
				a. Federal Income Tax and FICA withholdings								74,269,712
				b. State income tax w/held								8,828,036
				c. State sales or use tax								316,005
				d. Other (specify) 3								122,172,945
				TOTAL TAXES								205,586,698
				NET MONTHLY DISBURSEMENTS								$ 1,294,596,875
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												4,985,261
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												4,985,261
				GROSS DISBURSEMENTS (tie to bank statement)									4,985,261
				(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									$ 4,985,261
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

735,096

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,688,030

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,688,030

GROSS DISBURSEMENTS (tie to bank statement)

2,423,126

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

33,782

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

$ 2,389,344

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 January 31, 2005.
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											396,567
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											396,567
				GROSS DISBURSEMENTS (tie to bank statement)								396,567
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								64,332
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								113
				d. Other 1								-
				TOTAL TAXES								113
				NET MONTHLY DISBURSEMENTS								$ 332,348
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											119,850,357
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											119,850,357
				GROSS DISBURSEMENTS (tie to bank statement)								119,850,357
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								14,200,000
				TAXES:
				a. Federal Income Tax and FICA withholdings								-
				b. State income tax w/held								-
				c. State sales or use tax								-
				d. Other 1								-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								$ 105,650,357
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											754,232
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											754,232
				GROSS DISBURSEMENTS (tie to bank statement)								754,232
				(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								754,232
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											770,283
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											453,766
17	INSURANCE
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											453,766
				GROSS DISBURSEMENTS (tie to bank statement)								1,224,049
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				TAXES:
				a. Federal Income Tax and FICA withholdings								278,572
				b. State income tax w/held								48,583
				c. State sales or use tax								70
				d. Other 1								4,486
				TOTAL TAXES								331,711
				NET MONTHLY DISBURSEMENTS								$ 1,555,760
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 January 31, 2005.
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 January 31, 2005.
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 January 31, 2005.
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												8,409
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												244,614
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												244,614
				GROSS DISBURSEMENTS (tie to bank statement)									253,023
				(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									318
				d. Other 1									-
				TOTAL TAXES									318
				NET MONTHLY DISBURSEMENTS									$ 253,341
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 January 31, 2005

/s/ Kathryn A. Mikells

Signature

Kathryn A. Mikells

Vice President - Treasurer

Print Name and Title

2/23/05

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/ David Wing

Signature

David Wing

Vice President & Controller

Print Name and Title

2/23/05

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	1/3/05	110,000.00
US BANK	AIRCRAFT	1/3/05	23,880,806.23
WILMINGTON TRUST COMPANY	AIRCRAFT	1/3/05	160,000.00
SOCIETE GENERALE PARIS	AIRCRAFT	1/3/05	75,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	1/6/05	126,083.33
US BANK	AIRCRAFT	1/6/05	470,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/6/05	305,333.33
US BANK	AIRCRAFT	1/7/05	400,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/7/05	80,000.00
AIE VI	AIRCRAFT	1/10/05	3,630,000.00
IAE	AIRCRAFT	1/10/05	1,620,000.00
RBS AEROSPACE LIMITED	AIRCRAFT	1/10/05	127,027.78
US BANK	AIRCRAFT	1/10/05	326,305.56
WILMINGTON TRUST COMPANY	AIRCRAFT	1/10/05	1,973,333.33
US BANK	AIRCRAFT	1/11/05	326,777.78
WILMINGTON TRUST COMPANY	AIRCRAFT	1/11/05	1,208,888.89
CALYON, TOKYO BRANCH	AIRCRAFT	1/11/05	2,479,417.40
US BANK	AIRCRAFT	1/12/05	566,666.67
US BANK	AIRCRAFT	1/13/05	1,512,333.34
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	1/18/05	504,833.33
US BANK	AIRCRAFT	1/18/05	1,048,500.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/18/05	4,000,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/18/05	85,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/19/05	777,970.78
WILMINGTON TRUST COMPANY	AIRCRAFT	1/19/05	1,236,473.67
US BANK	AIRCRAFT	1/20/05	4,433,333.33
US BANK	AIRCRAFT	1/21/05	160,000.00
US BANK	AIRCRAFT	1/24/05	425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/24/05	170,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/27/05	299,333.34
CORPORATE TRUST SERVICES	AIRCRAFT	1/28/05	4,599,754.13
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/28/05	1,033,981.48
WILMINGTON TRUST COMPANY	AIRCRAFT	1/28/05	85,000.00
CUMBERLAND LEASE CORP	AIRCRAFT	1/31/05	95,000.00
MIZUHO CORPORATE BANK	AIRCRAFT	1/31/05	650,000.00
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	1/31/05	2,340,000.00
US BANK	AIRCRAFT	1/31/05	17,129,740.74
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	1/31/05	6,143,397.22
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	1/31/05	1,125,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	1/31/05	740,000.00
CIT GROUP	AIRCRAFT	1/31/05	135,000.00
UT FINANCE	ENGINE	1/31/05	190,238.51
			86,785,530.17

 
 
 
 

SCHEDULE E - - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock & Brown	292,500	292,500
	Bain & Company (OCP)	577,500	577,500
	Cognizant Associates	48,699	48,699
	Huron Consulting Group	428,537	428,537
	Jenner & Block	9,948	9,948
	KPMG LLP	1,430,605	1,430,605
	Kirkland & Ellis	2,427,386	2,427,386
	KMZ Rosenman	48,015	48,015
	McKinsey & Co (OCP)	5,667,000	5,667,000
	Marr Hipp Jones & Wang	38,779	38,779
	Mayer, Brown	155,082	155,082
	Mesirow Financial Consulting	736,127	736,127
	Paul Hastings	7,068	7,068
	Piper Rudnick	20,513	20,513
	Poorman-Douglas	160,881	160,881
	Rothschild Inc	168,769	168,769
	Sonnenschein Nath & Rosenthal	641,266	641,266
	Sperling & Slater	154,112	154,112
	Committee of Unsecured Creditors	2,215	2,215
	Total	$ 13,015,001.37	$ 13,015,001.37
1	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in January have been accrued and reported on the Debtor's Balance Sheet. In instances in which fee applications have been received and the associated payments have been made, the accrual has been adjusted and the actual activity has been reflected in the Debtor's Accounts Payable.

 
 
 
 

SCHEDULE F - Accounts Receivable and Accounts Payable Schedule

STATEMENT OF AGED RECEIVABLES

Tie -out

Consol.

Filed

Non-Filed

A/R

Entities

Entities

Beginning of month balance1

$1,040,309,476

$1,180,815,840

$1,169,528,490

$11,287,350

Add: sales on account

$1,589,026,686

Less: collections

($1,459,085,925)

Less: Write-offs and Clearing

($721,747)

End of month balance

$1,169,528,490

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$1,027,076,841

$64,736,931

$23,607,083

$54,107,635

$1,169,528,490

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

STATEMENT OF ACCOUNTS PAYABLE

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$416,558,000

$392,424,000

$388,359,000

$4,065,000

Add: credit extended

$1,267,907,361

Less: payments on account

($1,296,106,361)

End of month balance

$388,359,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$387,451,727

$218,916

$688,357

$0

$388,359,000

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

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

 
 
 

SCHEDULE G - - Bank Accounts and Financial Institution Relationships
The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts.
In addition to the 171 domestic bank accounts, the Debtor operates 106 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:
(*denotes new account for this monthly operating report as compared to prior monthly operating report)
DOMESTIC BANK ACCOUNTS
Financial Institution			Account Location	Acct #
1ST SOURCE BANK			South Bend, IN	n/a
AMSOUTH BANK			Birmingham, AL	n/a
AMSOUTH BANK			Knoxville, TN	n/a
ASSOCIATED BANK -WI			Madison, WI	n/a
BANK OF AMERICA			North Charleston, SC	n/a
BANK OF AMERICA			Baltimore, MD	n/a
BANK OF AMERICA			Savannah, GA	n/a
BANK OF AMERICA			Greenville, SC	n/a
BANK OF AMERICA			Richmond, VA	n/a
BANK OF AMERICA			Greensboro, NC	n/a
BANK OF AMERICA			Wichita, KS	n/a
BANK OF AMERICA			Springfield, MO	n/a
BANK OF AMERICA			Kansas City, MO	n/a
BANK OF AMERICA			Portland, OR	n/a
BANK OF AMERICA			Austin, TX	n/a
BANK OF AMERICA			San Antonio, TX	n/a
BANK OF AMERICA			San Francisco, CA	n/a
BANK OF AMERICA			San Francisco, CA	n/a
BANK OF AMERICA			San Francisco, CA	n/a
BANK OF AMERICA			San Francisco, CA	n/a
BANK OF AMERICA CALIF PZ			San Francisco, CA	n/a
Bank of America PZ-CA			DeKalb, Ga	n/a
BANK OF AMERICA SFOTK			San Francisco, CA	n/a
BANK OF AMERICA -SILVER WINGS			San Francisco, CA	n/a
BANK OF AMERICA WASHINGTON			Seattle, WA	n/a
BANK OF HAWAII			Honolulu, HI	n/a
BANK OF ILLINOIS (Air Wisconsin)			Normal, IL	n/a
BANK OF NEW YORK			White Plains, NY	n/a
BANK OF OKLAHOMA			Tulsa, OK	n/a
BANK OF THE WEST			San Jose, Ca	n/a
BANK ONE			Chicago, IL (Miami Cluster)	n/a
BANK ONE			Grand Rapids, MI	n/a
BANK ONE (Tickets By Mail)			Detroit, MI	n/a
BANK ONE			Detroit, MI	n/a
BANK ONE			Lexington, KY	n/a
BANK ONE			Chicago, IL	n/a
BANK ONE (AirWisconsin)			Traverse City, MI	n/a
BANK ONE (CAFETERIA)			Chicago, IL	n/a
BANK ONE			Chicago, IL	n/a
BANK ONE			Chicago, IL	n/a
BANK ONE			Chicago, IL	n/a
BANK ONE			Chicago, IL	n/a
BANK ONE INDIANAPOLIS			Indianapolis, IN	n/a
BANK ONE OF OKLAHOMA			Oklahoma City, OK	n/a
CANADIAN IMPERIAL			Toronto, Ontario Canada	n/a
CANANDAIGUA NAT BANK & TRUST			Pittsford, NY	n/a
CAPITAL CITY BANK & TRUST CO			Atlanta, Ga	n/a
CAPITAL SAVINGS BANK			El Paso, TX	n/a
Charter One Bank			Binghamton, NY	n/a
CHASE BANK			New York, NY	n/a
CHASE MANHATTAN BANK (FirstBank)			St. Thomas, USVI	n/a
CHASE MANHATTAN BANK			New York, NY (LGA)	n/a
CHITTENDEN TRUST CO			Burlington, VT	n/a
CITIBANK			New York, NY	n/a
CITIBANK			New York, NY	n/a
CITIBANK (EMP WELFARE)			New York, NY	n/a
CITIBANK, N.A.			Jamaica, NY (JFK)	n/a
City National Bank			Charleston, WV	n/a
COMERICA			Detroit, MI	n/a
COMERICA (AirWisconsin)			Lansing, MI	n/a
COMMUNITY BANK OF COLORADO CO			Gunnison, CO	n/a
FIFTH THIRD BANK			Florence, KY	n/a
FIFTH THIRD BANK			Kalamazoo, MI	n/a
FIRST BANK OF AVON			Avon, CO	n/a
FIRST CITIZENS BANK			Raleigh, NC	n/a
FIRST CITIZENS BK-RALEIGH			Charlotte, NC	n/a
FIRST HAWAIIAN BANK			Honolulu, HI	n/a
FIRST MIDWEST BANK			Moline, IL	n/a
FIRST NATIONAL BANK OF ROCKIES			Hayden, CO	n/a
FIRST UNION			Philadelphia, PA	n/a
FIRST UNION BANK			Allentown, PA	n/a
FIRST UNION BANK			Roanoke, VA	n/a
FIRST UNION BANK			Newark, NJ	n/a
FIRST UNION BANK			Newark, NJ	n/a
FIRSTAR BANK			Cedar Rapids, IA	n/a
FIRSTAR BANK			St. Louis, MO	n/a
FIRSTAR, N.A.			Cleveland, OH	n/a
FLEET			Boston, MA	n/a
FLEET BANK			Manchester, NH	n/a
FLEET NATIONAL BANK			Providence, RI	n/a
FREELAND STATE BANK			Freeland, MI	n/a
FVB COLONIAL			Richmond, VA	n/a
HARRIS BANK			Chicago, IL	n/a
HSBC			Buffalo, NY	n/a
JACKSON STATE BANK-WY			Jackson Hole, WY	n/a
JP MORGAN CHASE			New York, NY	n/a
JP MORGAN CHASE			New York, NY	n/a
KEY BANK			Newburgh, NY	n/a
KEY BANK			Dayton, OH	n/a
KEY BANK OF CENTRAL N.Y.			Syracuse, NY	n/a
KEY BANK OF EASTERN N.Y.			Albany, NY	n/a
M & I BANK			Milwaukee, WI	n/a
M & I BANK FOX VALLEY			Appleton, WI	n/a
M & I BANK OF MOSINEE			Mosinee, WI	n/a
M & I MARSHALL & ILSLEY			Green Bay, WI	n/a
M & T BANK			Middletown, PA	n/a
MONTROSE BANK CO			Montrose, CO	n/a
NATIONAL CITY			Columbus, OH	n/a
NATIONAL CITY BANK			Pittsburgh, PA	n/a
NATIONAL CITY BANK OF INDIANA			Fort Wayne, IN	n/a
NATIONAL CITY BANK OF MI/IL			Peoria, IL	n/a
NATIONAL CITY BANK OF MI/IL (AW)			Springfield, IL	n/a
NORTHERN TRUST			Chicago, IL	n/a
NORTHERN TRUST			Chicago, IL	n/a
NORTHERN TRUST BANK (WHQ Deposits)			Chicago, IL	n/a
NORTHERN TRUST CO 15 & 16			Chicago, IL	n/a
NORTHERN TRUST CONTROL ACCT			Chicago, IL	n/a
NORTHERN TRUST FIELD REFUNDS			Chicago, IL	n/a
NORTHERN TRUST LOCAL DISB			Chicago, IL	n/a
PEOPLES HERITAGE			Portland, ME	n/a
PNC Bank			Avoca, PA	n/a
PNC Bank			State College, PA	n/a
SUN TRUST			Washington, DC	n/a
SUN TRUST BANK			Nashville, TN	n/a
SUN TRUST BANK			Orlando, FL	n/a
THE NORTHERN TRUST			Chicago, IL	n/a
TIDEWATER BANK			Norfolk, VA	n/a
U.S. BANK OF MINNESOTA			Medford, OR	n/a
UNION BANK OF CALIFORNIA			San Diego, CA	n/a
UNIZAN BANK			North Canton, OH	n/a
US BANK			Aspen, CO	n/a
US BANK			Rapid City, SD (Mileage Plus)	n/a
US BANK (HELENA, MONTANA)			Billings, MT	n/a
US BANK (MINNESOTA)			Lincoln, NE	n/a
WACHOVIA			Chicago, IL	n/a
Wachovia Bank & Trust			Charlottesville, VA	n/a
Wachovia Bank & Trust			Cayce, SC	n/a
WACHOVIA BK & TRST 230 OPER			Chicago, IL	n/a
WACHOVIA BK & TRST 231 PZ			Chicago, IL	n/a
WACHOVIA: "MPI"			Chicago, IL	n/a
WACHOVIA: "OFFICERS"			Chicago, IL	n/a
WACHOVIA: "PREMIER"			Chicago, IL	n/a
WACHOVIA: "Washington Dulles"			Washington, DC	n/a
WEBSTER BANK			Hartford, CT	n/a
WELLS FARGO			Los Angeles, CA	n/a
WELLS FARGO			Seattle, WA	n/a
WELLS FARGO			Grapevine, TX	n/a
WELLS FARGO			Anchorage, AK	n/a
WELLS FARGO BANK			Phoenix, AZ	n/a
WELLS FARGO BANK			Houston, TX	n/a
WELLS FARGO BANK IOWA			Des Moines, IA	n/a
WELLS FARGO BANK N. DAKOTA			Bismarck, ND	n/a
WELLS FARGO BANK WEST			Denver, CO	n/a
WELLS FARGO BANK WEST			Ignacio, Colorado	n/a
WELLS FARGO BANK WEST			Colorado Springs, CO	n/a
WELLS FARGO BANK, N.A.			Boise, ID	n/a
WELLS FARGO BANK, NA			Las Vegas, NV	n/a
WELLS FARGO BANK-NE			Omaha, NE	n/a
WELLS FARGO-LAS VEGAS			Las Vegas, NV	n/a
WELLS FARGO-MINNESOTA			Minneapolis, MN	n/a
WELLS FARGO-NEW MEXICO			Albuquerque, NM	n/a
WELLS FARGO-SOUTH DAKOTA			Sioux Falls, SD	n/a
WESTAMERICA BANK			Suisun, CA	n/a
WHITNEY NATIONAL			New Orleans, LA	n/a
ZIONS BANK:AW			Salt Lake City, UT	n/a

 
 
 
 

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

 
 
 
 

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

 
 
 
 
 
 
 
 
 
 
   
UNITED                                                                               News Release

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

UAL REPORTS JANUARY RESULTS

Reports Operating Loss of $151 Million

CHICAGO, February 25, 2005 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its January Monthly Operating Report with the United States Bankruptcy Court. The company reported an operating loss of $151 million for January 2005. Mainline passenger unit revenue in January increased 3% over the same period a year ago, outperforming the industry. Unit costs (CASM) in January increased 1% over the same month last year on flat capacity. Excluding fuel, unit costs in January decreased 6% year-over-year. The company reported a net loss of $326 million, including $138 million of reorganization expenses.

"While we made progress in our restructuring during the month by getting in place a portion of the long-term cost savings we need, we still have work to do, including further lowering our costs, concluding our labor negotiations, and the difficult but necessary work of resolving our pension issues," said Jake Brace, executive vice president and chief financial officer.

January is historically a seasonally weak month, and this year has been additionally impacted by the weak domestic revenue environment and very high fuel prices. Fuel expense for the month was $63 million higher than January 2004 on flat capacity.

UAL ended January with a cash balance of $2.0 billion, which included $855 million in restricted cash (filing entities only). The cash balance decreased approximately $108 million during the month of January, driven by a quarterly Success Sharing reward to employees of $22 million and seasonally weak cash flow. The company received a waiver from its DIP lenders for the January monthly EBITDAR covenant, as well as an extension of the maturity date of its DIP loan from June 30, 2005 through September 30, 2005, a reduction in the interest rates United must pay under the loan, and a potential reduction in the minimum cash balance requirement from $750 million to $600 million if United meets a certain EBITDAR milestone.

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

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