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
Total		$ 12,125,092.73
1Professionals, 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 May 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

$1,150,281,133

$1,135,633,638

$1,125,155,142

$10,478,496

Add: sales on account

$1,488,820,384

Less: collections

($1,511,143,894)

Less: Write-offs and Clearing

($2,802,481)

End of month balance

$1,125,155,142

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$971,732,185

$55,070,939

$39,143,445

$59,208,573

$1,125,155,142

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

2 Accounts receivable aging based upon the previous month's aging percentage.

 
 

STATEMENT OF ACCOUNTS PAYABLE (POST PETITION)

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$392,132,000

$403,066,000

$399,244,000

$3,822,000

Add: credit extended

($1,349,182,244)

Less: payments on account

$1,356,294,244

End of month balance

$399,244,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$397,374,430

$1,034,933

$834,637

$0

$399,244,000

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

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

 
 
 

SCHEDULE G - - Bank Accounts and Financial Institution Relationships
The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts. In addition to the 174 domestic bank accounts, the Debtor operates 120 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:
(*denotes new account for this monthly operating report as compared to prior monthly operating report)
DOMESTIC BANK ACCOUNTS
Financial Institution		Account Location			Acct #
1ST SOURCE BANK		South Bend, IN			n/a
AMSOUTH BANK		Birmingham, AL			n/a
AMSOUTH BANK		Knoxville, TN			n/a
ASSOCIATED BANK -WI		Madison, WI			n/a
BANK OF AMERICA		North Charleston, SC			n/a
BANK OF AMERICA		Baltimore, MD			n/a
BANK OF AMERICA		Savannah, GA			n/a
BANK OF AMERICA		Greenville, SC			n/a
BANK OF AMERICA		Richmond, VA			n/a
BANK OF AMERICA		Greensboro, NC			n/a
BANK OF AMERICA		Wichita, KS			n/a
BANK OF AMERICA		Springfield, MO			n/a
BANK OF AMERICA		Kansas City, MO			n/a
BANK OF AMERICA		Portland, OR			n/a
BANK OF AMERICA		Austin, TX			n/a
BANK OF AMERICA		San Antonio, TX			n/a
BANK OF AMERICA		San Francisco, CA			n/a
BANK OF AMERICA		San Francisco, CA			n/a
BANK OF AMERICA		San Francisco, CA			n/a
BANK OF AMERICA		San Francisco, CA			n/a
BANK OF AMERICA CALIF PZ		San Francisco, CA			n/a
Bank of America PZ-CA		DeKalb, Ga			n/a
BANK OF AMERICA SFOTK		San Francisco, CA			n/a
BANK OF AMERICA -SILVER WINGS		San Francisco, CA			n/a
BANK OF AMERICA WASHINGTON		Seattle, WA			n/a
BANK OF HAWAII		Honolulu, HI			n/a
BANK OF ILLINOIS (Air Wisconsin)		Normal, IL			n/a
BANK OF NEW YORK		New York, NY			n/a
BANK OF NEW YORK		White Plains, NY			n/a
BANK OF OKLAHOMA		Tulsa, OK			n/a
BANK OF THE WEST		San Jose, Ca			n/a
BANK ONE		Chicago, IL (Miami Cluster)			n/a
BANK ONE		Grand Rapids, MI			n/a
BANK ONE (Tickets By Mail)		Detroit, MI			n/a
BANK ONE		Detroit, MI			n/a
BANK ONE		Lexington, KY			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE (AirWisconsin)		Traverse City, MI			n/a
BANK ONE (CAFETERIA)		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE		Chicago, IL			n/a
BANK ONE INDIANAPOLIS		Indianapolis, IN			n/a
BANK ONE OF OKLAHOMA		Oklahoma City, OK			n/a
CANADIAN IMPERIAL		Toronto, Ontario Canada			n/a
CANANDAIGUA NAT BANK & TRUST		Pittsford, NY			n/a
CAPITAL CITY BANK & TRUST CO		Atlanta, Ga			n/a
CAPITAL SAVINGS BANK		El Paso, TX			n/a
Charter One Bank		Binghamton, NY			n/a
CHASE BANK		New York, NY			n/a
CHASE MANHATTAN BANK (FirstBank)		St. Thomas, USVI			n/a
CHASE MANHATTAN BANK		New York, NY (LGA)			n/a
CHITTENDEN TRUST CO		Burlington, VT			n/a
CITIBANK		New York, NY			n/a
CITIBANK		New York, NY			n/a
CITIBANK (EMP WELFARE)		New York, NY			n/a
CITIBANK, N.A.		Jamaica, NY (JFK)			n/a
City National Bank		Charleston, WV			n/a
COMERICA		Detroit, MI			n/a
COMERICA (AirWisconsin)		Lansing, MI			n/a
COMMUNITY BANK OF COLORADO CO		Gunnison, CO			n/a
FIFTH THIRD BANK		Florence, KY			n/a
FIFTH THIRD BANK		Kalamazoo, MI			n/a
FIRST BANK OF AVON		Avon, CO			n/a
FIRST CITIZENS BANK		Raleigh, NC			n/a
FIRST CITIZENS BK-RALEIGH		Charlotte, NC			n/a
FIRST HAWAIIAN BANK		Honolulu, HI			n/a
FIRST MIDWEST BANK		Moline, IL			n/a
FIRST NATIONAL BANK OF ROCKIES		Hayden, CO			n/a
FIRST UNION		Philadelphia, PA			n/a
FIRST UNION BANK		Allentown, PA			n/a
FIRST UNION BANK		Roanoke, VA			n/a
FIRST UNION BANK		Newark, NJ			n/a
FIRST UNION BANK		Newark, NJ			n/a
FIRSTAR BANK		Cedar Rapids, IA			n/a
FIRSTAR BANK		St. Louis, MO			n/a
FIRSTAR, N.A.		Cleveland, OH			n/a
FLEET		Boston, MA			n/a
FLEET BANK		Manchester, NH			n/a
FLEET NATIONAL BANK		Providence, RI			n/a
FREELAND STATE BANK		Freeland, MI			n/a
FVB COLONIAL		Richmond, VA			n/a
HARRIS BANK		Chicago, IL			n/a
HSBC		Buffalo, NY			n/a
JACKSON STATE BANK-WY		Jackson Hole, WY			n/a
JP MORGAN CHASE		New York, NY			n/a
JP MORGAN CHASE		New York, NY			n/a
KEY BANK		Newburgh, NY			n/a
KEY BANK		Dayton, OH			n/a
KEY BANK OF CENTRAL N.Y.		Syracuse, NY			n/a
KEY BANK OF EASTERN N.Y.		Albany, NY			n/a
M & I BANK		Milwaukee, WI			n/a
M & I BANK FOX VALLEY		Appleton, WI			n/a
M & I BANK OF MOSINEE		Mosinee, WI			n/a
M & I MARSHALL & ILSLEY		Green Bay, WI			n/a
M & T BANK		Middletown, PA			n/a
MONTROSE BANK CO		Montrose, CO			n/a
NATIONAL CITY		Columbus, OH			n/a
NATIONAL CITY BANK		Pittsburgh, PA			n/a
NATIONAL CITY BANK OF INDIANA		Fort Wayne, IN			n/a
NATIONAL CITY BANK OF MI/IL		Peoria, IL			n/a
NATIONAL CITY BANK OF MI/IL (AW)		Springfield, IL			n/a
NORTHERN TRUST		Chicago, IL			n/a
NORTHERN TRUST		Chicago, IL			n/a
NORTHERN TRUST BANK (WHQ Deposits)		Chicago, IL			n/a
NORTHERN TRUST CO 15 & 16		Chicago, IL			n/a
NORTHERN TRUST CONTROL ACCT		Chicago, IL			n/a
NORTHERN TRUST FIELD REFUNDS		Chicago, IL			n/a
NORTHERN TRUST LOCAL DISB		Chicago, IL			n/a
PEOPLES HERITAGE		Portland, ME			n/a
PNC Bank		Avoca, PA			n/a
PNC Bank		State College, PA			n/a
SUN TRUST		Washington, DC			n/a
SUN TRUST BANK		Nashville, TN			n/a
SUN TRUST BANK		Orlando, FL			n/a
THE NORTHERN TRUST		Chicago, IL			n/a
TIDEWATER BANK		Norfolk, VA			n/a
U.S. BANK OF MINNESOTA		Medford, OR			n/a
UNION BANK OF CALIFORNIA		San Diego, CA			n/a
UNIZAN BANK		North Canton, OH			n/a
US Bank		Fargo, ND			n/a
US BANK		Aspen, CO			n/a
US BANK		Rapid City, SD (Mileage Plus)			n/a
US BANK (HELENA, MONTANA)		Billings, MT			n/a
US BANK (MINNESOTA)		Lincoln, NE			n/a
US BANK (MINNESOTA)		Seattle, WA			n/a
WACHOVIA		Chicago, IL			n/a
Wachovia Bank & Trust		Charlottesville, VA			n/a
Wachovia Bank & Trust		Cayce, SC			n/a
WACHOVIA BK & TRST 230 OPER		Chicago, IL			n/a
WACHOVIA BK & TRST 231 PZ		Chicago, IL			n/a
WACHOVIA: "'MPI"'		Chicago, IL			n/a
WACHOVIA: "'OFFICERS"'		Chicago, IL			n/a
WACHOVIA: "'PREMIER"'		Chicago, IL			n/a
WACHOVIA: "'Washington Dulles"'		Washington, DC			n/a
WEBSTER BANK		Hartford, CT			n/a
WELLS FARGO		Los Angeles, CA			n/a
WELLS FARGO		Seattle, WA			n/a
WELLS FARGO		Grapevine, TX			n/a
WELLS FARGO		Anchorage, AK			n/a
WELLS FARGO BANK		Phoenix, AZ			n/a
WELLS FARGO BANK		Houston, TX			n/a
WELLS FARGO BANK IOWA		Des Moines, IA			n/a
WELLS FARGO BANK N. DAKOTA		Bismarck, ND			n/a
WELLS FARGO BANK WEST		Denver, CO			n/a
WELLS FARGO BANK WEST		Ignacio, Colorado			n/a
WELLS FARGO BANK WEST		Colorado Springs, CO			n/a
WELLS FARGO BANK, N.A.		Boise, ID			n/a
WELLS FARGO BANK, NA		Las Vegas, NV			n/a
WELLS FARGO BANK-NE		Omaha, NE			n/a
WELLS FARGO-LAS VEGAS		Las Vegas, NV			n/a
WELLS FARGO-MINNESOTA		Minneapolis, MN			n/a
WELLS FARGO-NEW MEXICO		Albuquerque, NM			n/a
WELLS FARGO-SOUTH DAKOTA		Sioux Falls, SD			n/a
WESTAMERICA BANK		Suisun, CA			n/a
WHITNEY NATIONAL		New Orleans, LA			n/a
ZIONS BANK:AW		Salt Lake City, UT			n/a

 
 
 
 

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

 
 
 
 

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

 
 
 
 
 
 
 
 
 

UNITED                                                                                                             News Release

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

For immediate release
 
 

UAL REPORTS MAY RESULTS

Operating Profit of $9 Million, Improvement of $164 Million Over May 2003

Company Continues to Meet DIP Covenants

CHICAGO, June 24, 2004 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its May Monthly Operating Report (MOR) with the United States Bankruptcy Court. The company reported earnings from operations of $9 million, which represents an improvement of approximately $164 million over May 2003. Mainline passenger unit revenue improved 7% year-over-year. Unit costs were down 15% over last year. The company reported a net loss of $93 million, including $58 million in reorganization expenses, which include non-cash items resulting from the rejection of aircraft as the company aligns its fleet with the market. UAL met the requirements of its debtor-in-possession (DIP) financing.

"Despite high fuel prices that have impacted the entire industry, United delivered a modest operating profit this month, which speaks to the quality of our employees' performance and the restructuring," said Jake Brace, United's executive vice president and chief financial officer. "Our cost-reduction and revenue-generation efforts are delivering results and making United a stronger, more competitive airline as we continue to move forward."

UAL ended May with a cash balance of about $2.2 billion, which included $701 million in restricted cash (filing entities only). The cash balance decreased $61 million during the month of May, driven by the May l Bank One DIP repayment of $60 million.

United continued to deliver strong operational results, with an on-time :14 departure performance of 74.6% and a May load factor of 80.1%.

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

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this press release are forward-looking and thus reflect the Company's current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks and uncertainties relating to the operations and business environments of the Company that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Factors that could significantly affect net earnings, revenues, expenses, unit costs and profit improvements include, without limitation, the following: the Company's ability to continue as a going concern; the Company's ability to operate pursuant to the terms of the DIP Financing; the Company's ability to obtain a federal loan guarantee from the ATSB; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company's ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 Cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusive period for the Company to propose and confirm one or more plans of reorganization; the potential adverse impact of the Chapter 11 Cases on the Company's liquidity or results of operations; the appointment of a Chapter 11 trustee or conversion of the cases to Chapter 7; the costs and availability of financing; the Company's ability to execute its business plan; the Company's ability to attract, motivate and/or retain key employees; the Company's ability to attract and retain customers; demand for transportation in the markets in which the Company operates; general economic conditions; the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the costs and availability of aircraft insurance; the costs of aviation fuel; the costs associated with security measures and practices; competitive pressures on pricing (particularly from lower-cost competitors); government legislation and regulation; and other risks and uncertainties set forth from time to time in UAL's reports to the United States Securities and Exchange Commission. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise. ####