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: June 24, 2004

(Date of earliest event reported)

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 
 

1200 East Algonquin Road, Elk Grove Township, Illinois 60007

(Address of principal executive offices)

(847) 700-4000

(Registrant's telephone number, including area code)

Not Applicable

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

 
 
 
 
 
 
 
 

Item 5.	Other Events
On June 24, 2004, UAL Corporation filed its monthly operating report for the period May 1, 2004, through May 31, 2004, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1. We have also attached as Exhibit 99.2 a press release issued in connection with the filing of the monthly operating report.

 
 
 

Item 7.			Financial Statements and Exhibits.
(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period May 1, 2004, through May 31, 2004
	99.2	Press Release

 
 
 
 
 

SIGNATURES

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

 
 

Dated:  June 24, 2004

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
MAY 1, 2004 THROUGH MAY 31, 2004
1 The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to amend their MOR as necessary.

 
 
 
 

IN RE:	CHAPTER 11
UAL CORPORATION ET AL.	CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
MAY 1, 2004 THROUGH MAY 31, 2004
DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007
DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 6238064)
	KIRKLAND & ELLIS
	200 East Randolph Street
	Chicago, IL 60601
	(312) 861-2000 (telephone)
	(312) 861-2200 (facsimile)
	Counsel for the Debtors and Debtors In Possession
REPORT PREPARER:	UAL Corporation et al
I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: 6/24/2004	DEBTOR-IN-POSSESSION
Print Name/Title:	Frederic F. Brace
	Executive Vice President and
	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 August 15, 2004)

C.

Statements of Consolidated Cash Flows (Form 10Q to be filed by August 15, 2004)

III.

Summary of Cash Receipts and Cash Disbursements

A.

Unaudited Consolidated Receipt Summary

B.

Unaudited Disbursements by Legal Filing Entity and Summary

IV.

Additional Schedules

A.

Insurance - - Certifications

B.

Payments to Insiders - Certification

C.

Description of Tax Trusts / Escrows

D.

Payments to Secured Creditors and Lessors

E.

Professional Fee Payments

F.

Accounts Receivable Schedule and Accounts Payable Schedule

G.

Bank Accounts and Financial Institution Relationships

V.

Tax Questionnaire

 
 
 
 

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

 
 
 
 

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS1
FOR THE MONTH ENDED MAY 31, 2004
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,470,574
Total operating expenses		1,461,531
Earnings (loss) from operations		9,043
Non-operating income (expenses):
Net interest expense		(40,122)
Other income (expenses), net:		(4,599)
Total non-operating income (expenses):		(44,721)
Net Earnings (loss) before Reorganization items		(35,678)
Reorganization items		(57,624)
Net earnings (loss)		(93,302)

 
 
 
 

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 MAY 31, 2004					(Amounts in US dollar $)
BEGINNING BALANCE (ending balance APRIL 30, 2004)
Operating Accounts - DOM					$46,338,377
Operating Accounts - INT					$25,282,843
London Overnight Investment Balance					$2,501,904
Liquidity Pool					$1,515,670,976
Restricted Cash 3					$684,613,845
Subsidiaries:
a. Mileage Plus, Inc.					$786,439
b. Premier Meeting and Travel Services, Inc.					$343,856
c. MyPoints.com, Inc.					$2,961,832
d. Domicile Management Services, Inc.					$511,667
e. UAL Loyalty Services, Inc.					$1,629,751
f. United Aviation Fuel Corporation					$1,734,126
TOTAL BEGINNING BALANCE					$2,282,375,616
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)			$1,388,274,347
2. Other receipts		$20,042,009
TOTAL RECEIPTS	(A)	$1,408,316,356
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers		$1,037,925
b. Non-Officer		$175,614,793
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$71,460,926
b. State income tax w/held		$9,535,424
c. State sales or use tax		$85,674
d. Other 5		$139,736,623
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)				$1,062,434,071
b. Transferred to escrows / restricted cash		$7,191,000
c. Other necessary expenses		$0
TOTAL DISBURSEMENTS	(B)	$1,467,096,437
NET RECEIPTS (Line (A) less Line (B))						($58,780,081)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)						$2,223,595,534
Bank One Overnight Investment Account (month over month change) 7						($2,518,572)
TOTAL ENDING BALANCE 8						$2,221,076,962
Check
ENDING BALANCE (as of MAY 31, 2004)
Operating Accounts - DOM		$35,400,944
Operating Accounts - INT		$21,358,577
London Overnight Investment		$1,942,980
Liquidity Pool		$1,451,367,671
Restricted Cash 3		$701,330,580
Subsidiaries:
Mileage Plus, Inc.		$692,859
Premier Meeting and Travel Services, Inc.		$207,605
MyPoints.com, Inc.		$3,490,489
Domicile Management Services, Inc.		$492,417
UAL Loyalty Services, Inc.		$2,834,315
United Aviation Fuel Corporation		$1,958,524
TOTAL ENDING BALANCE		$2,221,076,962
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 May (2004). These payments are highlighted in Schedule D of this report.
7 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.
8 Ending cash balance does not include $200 million held in a Tax Trust Escrow. See Schedule C of this report for a description of the Tax Trust Escrow.

 
 
 
 

BANK

ENTITY:

RECEIPT SUMMARY 1

ACCTS:

See Schedule F for list of bank accounts

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

1,418,536,191

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,115,976

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

85,879,845

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,508,532,011

( A )

Debtor-In-Possession Financing

0

( B )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

20,042,009

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,528,574,020

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

120,257,664

( D )

NET RECEIPTS

$1,408,316,356

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,388,274,347

(A-D )

Other receipts

20,042,009

( B )

$1,408,316,356

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 $89,546,517.

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											1,286,544,579
Domestic Operational Receipts							NON BANK ONE / JP MORGAN CHASE ACTIVITY											-
																		-
																		-
																		-
Total Non-Bank One Receipts																		-
International Operational Receipts									BEG BALANCE (LESS) ENDING BALANCE									$85,622,252
								PLUS NET REPATRIATION
Total Operational Receipts				TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY														1,372,166,831
Debtor-In-Possession Financing																		-
Other Non-Operational Receipts 2									SEE FOOTNOTE BELOW									$20,046,127
Less, Non-filing entities									NONE FOR THIS PERIOD									-
										GROSS RECEIPTS								1,392,212,958
										UAL								-
										UAL Loyalty Services, Inc.								100,000
										UAL Company Services, Inc.								-
										Confetti Inc.								-
										MyPoints.com, Inc.								44,408
										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.								276,528
										United Aviation Fuels Corporation								21,200,000
										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													21,620,936
						NET RECEIPTS												$1,370,592,022
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, and transfers to restricted cash.

 
 
 

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

2,415,976

(see above for accounts)

-

-

-

Total Non-Bank One Receipts

2,415,976

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,415,976

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

15,974

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,431,950

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,431,950

BANK STATEMENT RECONCILIATION:

Beginning Balance

$2,961,832

Receipts

2,431,950

Disbursements

(1,903,293)

Reconciled Ending Balance

$3,490,489

Reported Ending Balance

$3,490,489

Difference

$0

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

 
 
 
 

PREMIER MEETING & TRAVEL

BANK

ENTITY:

SERVICES, INC.

ACCTS:

Bank One 55-78531

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

331,260

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

331,260

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

136

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

331,396

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

NET RECEIPTS

331,396

BANK STATEMENT RECONCILIATION:

Beginning Balance

$343,856

Receipts

331,396

Disbursements

(467,646)

Reconciled Ending Balance

$207,605

Reported Ending Balance

$207,605

Difference

$0

 
 
 
 

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

1,700,000

-

-

-

Total Non-Bank One Receipts

1,700,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,700,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

8,482

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,708,482

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,700,000

NET RECEIPTS

8,482

BANK STATEMENT RECONCILIATION:

Beginning Balance

$786,439

Receipts

1,708,482

Disbursements

(1,802,062)

Reconciled Ending Balance

$692,859

Reported Ending Balance

$692,859

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

124,781,216

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

124,781,216

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)

124,781,216

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

89,800,000

(Provide detail above)

NET RECEIPTS

34,981,216

BANK STATEMENT RECONCILIATION:

Beginning Balance

1,734,126

Receipts

124,781,216

Disbursements

(124,556,818)

Reconciled Ending Balance

$1,958,524

Reported Ending Balance

$1,958,524

Difference

$0

 
 
 
 

BANK

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

ENTITY:

UAL LOYALTY SERVICES, INC.

ACCTS:

10-61639, 11-33545

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

6,879,136

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

6,879,136

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

-

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

6,879,136

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

6,879,136

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,629,751

Receipts

6,879,136

Disbursements

(5,674,572)

Reconciled Ending Balance

$2,834,315

Reported Ending Balance

$2,834,315

Difference

$0

 
 
 
 

BANK

ENTITY:

DOMICILE MGMT SERVICES, INC.

ACCTS:

Citibank #0-157487-016

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

CITIBANK

-

-

-

-

Total Non-Bank One Receipts

-

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

257,593

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

257,593

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(28,710)

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

228,883

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

257,593

NET RECEIPTS

(28,710)

BANK STATEMENT RECONCILIATION:

Beginning Balance

511,667

Receipts

228,883

Disbursements

(248,133)

Reconciled Ending Balance

$492,417

Reported Ending Balance

$492,417

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

1,037,925

( A )

xxx

PAYROLL NON-OFFICER

175,614,793

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

320,914,759

06

CATERING

27,566,413

03

RECURRING RENT

33,285,591

01

GENERAL PAYABLES

598,761,571

17

INSURANCE

47,229,385

18

LANDING FEES

23,210,342

xxx

OTHER

131,723,675

SUBTOTAL EXCLUDING PAYROLL

1,182,691,735

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,359,344,453

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

120,257,664

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

71,460,926

b. State income tax w/held

9,535,424

c. State sales or use tax

85,674

d. Other 3

139,736,623

TOTAL TAXES

220,818,648

( E )

NET MONTHLY DISBURSEMENTS

$ 1,459,905,437

Forward to MOR Summary:

Officers Payroll

1,037,925

( A )

Non-Officer Payroll

175,614,793

( B )

Taxes

220,818,648

( E )

Necessary Operational Disbursements (less intercompany transfers)

1,062,434,071

(C-D)

$ 1,459,905,437

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

2 Fuel Summary:

UAFC Fuel Disbursements

124,556,818

United Fuel Disbursements

196,357,941

Total Fuel Disbursements

320,914,759

Less: Intercompany Transfers

(111,000,000)

Fuel Disbursements

$ 209,914,759

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											31,029
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL											31,029
				GROSS DISBURSEMENTS (tie to bank statement)								31,029
				(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								31,029
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											1,037,925
xxx	PAYROLL NON-OFFICER											174,268,649
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)					196,357,941
06	CATERING											27,566,413
03	RECURRING RENT											33,285,591
01	GENERAL PAYABLES											589,974,806
17	INSURANCE											47,229,385
18	LANDING FEES											23,210,342
xxx	OTHER 2											131,723,675
	SUBTOTAL EXCLUDING PAYROLL											1,049,348,152
				GROSS DISBURSEMENTS (tie to bank statement)								1,224,654,726
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.								-
				Premier Meeting and Travel Services, Inc.								-
				Mileage Plus, Inc.								1,700,000
				United Aviation Fuels Corporation								89,800,000
				UAL Loyalty Services, Inc.								6,879,136
				Domicile Management Services, Inc.								257,593
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES								98,636,729
				TAXES:
					a. Federal Income Tax and FICA withholdings							71,204,643
					b. State income tax w/held							9,507,173
					c. State sales or use tax							85,350
					d. Other (specify) 3							139,735,857
				TOTAL TAXES								220,533,023
				NET MONTHLY DISBURSEMENTS								$ 1,346,551,021
1 Includes activity for United Airlines, Inc., UAL Company Services, Inc., United GHS, Inc., UAL Benefits Management, Inc. and Air Wisconsin, Inc.
2 Includes corporate volume agreements (APO8), maintenance (APO 9), crew housing (APO 11), damaged bags (APO 12), GSA's (APO14), group deposits (APO 15), tour payables (APO 16), lost baggage claims (APO 19), ORD JJ (APO 21), passenger facility charges (APO 22), cargo claims (APO 23), property work orders (APO 24), travel agency incentives (APO 25), back end commissions (APO 26),cargo correspondence (APO 29), employee travel expenses (APO 45), DIP fees and interest, 401K, pilot directed account plan and sick leave trust payments.
3 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 

						BANK			BANK ONE ACCT. 11-01955, 11-02250, 10-61639,
ENTITY:		UAL LOYALTY SERVICES, INC 1					ACCTS:		11-33545
									(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):								NOTES:					AMOUNT:
xxx	PAYROLL OFFICER							Payroll disbursed through United Airlines						-
xxx	PAYROLL NON-OFFICER												-
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												5,674,572
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												5,674,572
				GROSS DISBURSEMENTS (tie to bank statement)									5,674,572
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									100,000
				TAXES:
					a. Federal Income Tax and FICA withholdings								-
					b. State income tax w/held								-
					c. State sales or use tax								-
					d. Other 2
				TOTAL TAXES									-
				NET MONTHLY DISBURSEMENTS									$ 5,574,572
1 Includes disbursement activity for Confetti, Inc., Mileage Plus Holdings, Inc. and Mileage Plus Marketing, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

xxx

PAYROLL NON-OFFICER

584,617

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,318,676

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,318,676

GROSS DISBURSEMENTS (tie to bank statement)

1,903,293

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

44,408

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

$ 1,858,885

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

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

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

 
 
 
 

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

 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

							BANK
ENTITY:		KION LEASING, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER						Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
					a. Federal Income Tax and FICA withholdings							-
					b. State income tax w/held							-
					c. State sales or use tax							-
					d. Other 2							-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended May 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

		PREMIER MEETING AND TRAVEL					BANK
ENTITY:		SERVICES, INC.					ACCTS:		Bank One 5578531
									(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):						NOTES:						AMOUNT:
xxx	PAYROLL OFFICER					Payroll disbursed through United Airlines						-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											467,646
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											467,646
			GROSS DISBURSEMENTS (tie to bank statement)									467,646
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									276,528
			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									$ 191,119
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										124,556,818
06	CATERING										-
03	RECURRING RENT										-
01	GENERAL PAYABLES										-
17	INSURANCE										-
18	LANDING FEES										-
xxx	OTHER										-
	SUBTOTAL EXCLUDING PAYROLL										124,556,818
			GROSS DISBURSEMENTS (tie to bank statement)								124,556,818
			(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								21,200,000
			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								$ 103,356,818
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										291,799
17	INSURANCE										-
18	LANDING FEES										-
xxx	OTHER										-
	SUBTOTAL EXCLUDING PAYROLL										291,799
			GROSS DISBURSEMENTS (tie to bank statement)								291,799
			(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								291,799
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												751,458
04	AVIATION FUEL												-
06	CATERING												-
03	RECURRING RENT												-
01	GENERAL PAYABLES												765,292
17	INSURANCE												-
18	LANDING FEES												-
xxx	OTHER												-
	SUBTOTAL EXCLUDING PAYROLL												765,292
				GROSS DISBURSEMENTS (tie to bank statement)									1,516,750
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				TAXES:
					a. Federal Income Tax and FICA withholdings								256,283
					b. State income tax w/held								28,251
					c. State sales or use tax								12
					d. Other 1								767
				TOTAL TAXES									285,313
				NET MONTHLY DISBURSEMENTS									$ 1,802,062
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 May 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

							BANK
ENTITY:		UNITED VACATIONS, INC. 1					ACCTS:	List Accounts per attached list
								(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):							NOTES:					AMOUNT:
xxx	PAYROLL OFFICER											-
xxx	PAYROLL NON-OFFICER											-
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											-
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											-
				GROSS DISBURSEMENTS (tie to bank statement)								-
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
				TAXES:
					a. Federal Income Tax and FICA withholdings							-
					b. State income tax w/held							-
					c. State sales or use tax							-
					d. Other 2							-
				TOTAL TAXES								-
				NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended May 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

								BANK
ENTITY:		FOUR STAR LEASING, INC. 1						ACCTS:	List Accounts per attached list
									(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):								NOTES:						AMOUNT:
xxx	PAYROLL OFFICER													-
xxx	PAYROLL NON-OFFICER													-
04	AVIATION FUEL													-
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													-
					GROSS DISBURSEMENTS (tie to bank statement)									-
					(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									-
					TAXES:
						a. Federal Income Tax and FICA withholdings								-
						b. State income tax w/held								-
						c. State sales or use tax								-
						d. Other 2								-
					TOTAL TAXES									-
					NET MONTHLY DISBURSEMENTS									-
1 Approximated from Income Statement for the month ended May 31, 2004.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

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

 
 
 
 

								BANK
ENTITY:			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											10,069
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											237,752
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											237,752
				GROSS DISBURSEMENTS (tie to bank statement)								247,821
				(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							312
					d. Other 1							-
				TOTAL TAXES								312
				NET MONTHLY DISBURSEMENTS								$ 248,133
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 April 30, 2004.

/s/ J. T. Kawalsky

Signature

Jeffrey T. Kawalsky

Vice President-Treasurer

Print Name and Title

6/23/04

Date

Insider Payments

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

/s/ M. Lynn Hughitt

Signature

Lynn Hughitt

Vice President & Controller

Print Name and Title

6/23/04

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
AIE VI	AIRCRAFT	5/3/04	2,471,923.04
CORPORATE TRUST SERVICES	AIRCRAFT	5/3/04	110,000.00
US BANK	AIRCRAFT	5/3/04	21,431,897.96
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/3/04	1,255,084.79
US BANK	AIRCRAFT	5/6/04	200,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	5/6/04	80,000.00
US BANK	AIRCRAFT	5/7/04	300,000.00
AIE VI	AIRCRAFT	5/10/04	3,630,000.00
IAE	AIRCRAFT	5/10/04	1,620,000.00
US BANK	AIRCRAFT	5/10/04	85,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	5/10/04	1,100,000.00
US BANK	AIRCRAFT	5/11/04	85,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/11/04	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	5/11/04	400,000.00
US BANK	AIRCRAFT	5/12/04	150,000.00
US BANK	AIRCRAFT	5/13/04	90,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/13/04	2,400,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/17/04	11,200,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	5/17/04	85,000.00
BNP PARIBAS, TOKYO BRANCH	AIRCRAFT	5/18/04	130,000.00
US BANK	AIRCRAFT	5/18/04	270,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	5/19/04	475,000.00
CIT GROUP	AIRCRAFT	5/21/04	440,000.00
US BANK	AIRCRAFT	5/21/04	750,000.00
US BANK	AIRCRAFT	5/24/04	1,095,555.56
WILMINGTON TRUST COMPANY	AIRCRAFT	5/24/04	381,555.56
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/25/04	1,905,511.97
WILMINGTON TRUST COMPANY	AIRCRAFT	5/27/04	160,000.00
Cumberland Lease Corp	AIRCRAFT	5/28/04	95,000.00
HELADEFF	AIRCRAFT	5/28/04	817,715.87
Mizuho Corporate Bank	AIRCRAFT	5/28/04	368,566.59
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	5/28/04	2,210,000.00
PK AIR FINANCE	AGENCY FEE	5/28/04	251,793.31
SOCIETE GENERALE	AIRCRAFT	5/28/04	100,000.00
US BANK	AIRCRAFT	5/28/04	18,940,000.00
UT FINANCE CORP	AIRCRAFT ENGINE	5/28/04	176,883.88
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	5/28/04	20,604,332.64
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	5/28/04	1,818,937.54
WILMINGTON TRUST COMPANY	AIRCRAFT	5/28/04	851,944.45
			98,616,703.15

 
 
 

SCHEDULE E - - Professional Payments 1
PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
Babcock	157,500	157,500
Bain & Company	1,387,551	1,387,551
Cognizant Associates	39,103	39,103
Deloitte & Touche (ICP)	762,617	762,617
FTI Consulting	140,819	140,819
Huron Consulting Group	1,078,279	1,078,279
Jenner & Block	135,681	135,681
KPMG	1,030,317	1,030,317
Kirkland & Ellis	3,166,413	3,166,413
KMZ Rosenman	735,376	735,376
Mercer Management Consulting	244,923	244,923
Paul Hastings	20,194	20,194
Piper Rudnick	95,029	95,029
Poorman Douglas	831,362	831,362
Rothschild	180,960	180,960
Saybrook Capital	199,247	199,247
Sonnenschein	861,869	861,869
Sperling & Slater	320,127	320,127
Vedder Price	732,808	732,808
Committee of Unsecured Creditors	4,917	4,917