SECURITIES AND EXCHANGE COMMISSION  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report: 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.
 
 
 

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

 
 

Dated:  February 24, 2005

IN RE:
Exhibit 99.1

 
IN RE:
CHAPTER 11
UAL CORPORATION, ET AL.
CASE NUMBERS : 02-48191 through 02-48218
DEBTORS
Jointly Administered
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
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
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
13,194,361 
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
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. 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
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