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

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

 
 

Dated:  June 24, 2004

IN RE:
Exhibit 99.1
IN RE:
CHAPTER 11
UAL CORPORATION, ET AL.
CASE NUMBERS : 02-48191 through 02-48218
DEBTORS
Jointly Administered
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
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
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
20,042,009 
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
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. 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
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.