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: July 29, 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 July 29, 2004, UAL Corporation filed its monthly operating report for the period June 1, 2004, through June 30, 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 June 1, 2004, through June 30, 2004
 
99.2
Press Release

 
 
 
Item 12. Results of Operations and Financial Condition.
 
On July 29, 2004, UAL Corporation (the "Company") issued a press release reporting the Company's second-quarter 2004 financial results.  A copy of the release is hereby furnished as Exhibit 99.2.

 
 
 
 
 
 
 
 
 

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:  July 29, 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
JUNE 1, 2004 THROUGH JUNE 30, 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
JUNE 1, 2004 THROUGH JUNE 30, 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: 7/29/2004 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 JUNE 30, 2004
($ amounts in 000's)
UAL
CONSOLIDATING
Total operating revenues
1,587,211 
Total operating expenses
1,509,953 
Earnings (loss) from operations 
77,258 
Non-operating income (expenses):
Net interest expense
(34,785)
Other income (expenses), net:
5,611 
Total non-operating income (expenses):
(29,174)
Net Earnings (loss) before Reorganization items
48,084
Reorganization items
(58,974)
Net earnings (loss)
(10,890)

 
 
 
 
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 JUNE 30, 2004
(Amounts in US dollar $)
BEGINNING BALANCE (ending balance MAY 31, 2004)
Operating Accounts - DOM
$35,400,944 
Operating Accounts - INT 
$21,358,577 
London Overnight Investment Balance 
$1,942,980 
Liquidity Pool
$1,451,367,671 
Restricted Cash 3
$701,330,580 
Subsidiaries:
a. Mileage Plus, Inc.
$692,859 
b. Premier Meeting and Travel Services, Inc.
$207,605 
c. MyPoints.com, Inc.
$3,490,489 
d. Domicile Management Services, Inc.
$492,417 
e. UAL Loyalty Services, Inc.
$2,834,315 
f. United Aviation Fuel Corporation
$1,958,524 
TOTAL BEGINNING BALANCE 
$2,221,076,962 
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)
$1,441,385,618 
2. Other receipts 
$131,372,671 
TOTAL RECEIPTS (A)
$1,572,758,289 
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers
$857,215 
b. Non-Officer 
$181,602,920 
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings
$69,027,190 
b. State income tax w/held
$11,543,581 
c. State sales or use tax
$218,298 
d. Other 5
$118,243,338 
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)
$1,146,284,666 
b. Transferred to escrows / restricted cash
$85,341 
c. Debtor-In-Possession Financing Payments
$60,918,333 
TOTAL DISBURSEMENTS  (B)
$1,588,780,881 
NET RECEIPTS (Line (A) less Line (B))
($16,022,593)
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)
$2,205,054,369 
Bank One Overnight Investment Account (month over month change) 7
($154,147)
TOTAL ENDING BALANCE 8
$2,204,900,222 
Check
ENDING BALANCE (as of JUNE 30, 2004)
Operating Accounts - DOM
$24,283,053 
Operating Accounts - INT
$20,657,614 
London Overnight Investment
$1,359,450 
Liquidity Pool
$1,330,878,189 
Restricted Cash 3
$819,520,420 
Subsidiaries:
Mileage Plus, Inc.
$1,220,984 
Premier Meeting and Travel Services, Inc.
$528,384 
MyPoints.com, Inc.
$3,228,709 
Domicile Management Services, Inc.
$217,340 
UAL Loyalty Services, Inc.
$1,194,405 
United Aviation Fuel Corporation
$1,811,672 
TOTAL ENDING BALANCE
$2,204,900,222 
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 June (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
1,453,417,769 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
2,400,000 
International Operational Receipts 2
BEG BALANCE (LESS) ENDING BALANCE
114,927,651 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,570,745,420
( A )
Debtor-In-Possession Financing
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
119,397,671 
( B )
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statements)
1,690,143,091 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
129,359,802 
( D )
NET RECEIPTS
$1,560,783,289 
Forward to MOR Summary:
Receipts from operations (net of Intercompany receipts)
1,441,385,618 
(A-D )
Other receipts
119,397,671 
( B )
$1,560,783,289 
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 $115,628,614.23.
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
1,305,442,837 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
Total Non-Bank One Receipts
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
$114,927,651 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,420,370,488 
Debtor-In-Possession Financing
Other Non-Operational Receipts 2
SEE FOOTNOTE BELOW
$131,347,500 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS 
1,551,717,987 
UAL
UAL Loyalty Services, Inc.
UAL Company Services, Inc.
Confetti Inc.
MyPoints.com, Inc.
38,160 
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.
87,254
United Aviation Fuels Corporation 
17,800,000 
United Cogen, Inc.
Mileage Plus, Inc.
31 
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
17,925,445 
NET RECEIPTS
$1,533,792,543
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
1,787,378
Domestic Operational Receipts NON BANK ONE / JP MORGAN CHASE ACTIVITY (see above for accounts)
Total Non-Bank One Receipts
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,787,378 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
16,129 
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
1,803,507
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
-
NET RECEIPTS
1,803,507 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$3,490,489 
Receipts
1,803,507 
Disbursements
(2,065,287)
Reconciled Ending Balance
$3,228,709 
Reported Ending Balance
$3,228,709 
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
587,849 
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
587,849 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
84 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
587,933
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
181,847
NET RECEIPTS
406,086 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$207,605 
Receipts
587,933 
Disbursements
(267,154)
Reconciled Ending Balance
$528,384 
Reported Ending Balance
$528,384 
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
2,400,000 
-
-
-
Total Non-Bank One Receipts
2,400,000
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
-
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
2,400,000
Other Non-Operational Receipts 
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
11,314
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
2,411,314
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
2,400,000
NET RECEIPTS
11,314
BANK STATEMENT RECONCILIATION:
Beginning Balance
$692,859 
Receipts
2,411,314 
Disbursements
(1,883,189)
Reconciled Ending Balance
$1,220,984 
Reported Ending Balance
$1,220,984 
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
139,947,195
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
139,947,195
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)
139,947,195
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
103,200,000
(Provide detail above)
NET RECEIPTS
36,747,195
BANK STATEMENT RECONCILIATION:
Beginning Balance
1,958,524 
Receipts
139,947,195 
Disbursements
(140,094,047)
Reconciled Ending Balance
$1,811,672 
Reported Ending Balance
$1,811,672 
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
5,652,511
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
5,652,511
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)
5,652,511
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
5,652,511
NET RECEIPTS
-
BANK STATEMENT RECONCILIATION:
Beginning Balance
$2,834,315 
Receipts
5,652,511 
Disbursements
(7,292,420)
Reconciled Ending Balance
$1,194,405 
Reported Ending Balance
$1,194,405 
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
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
-
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
(2,356)
Less, Non-filing entities
NONE FOR THIS PERIOD
-
GROSS RECEIPTS (tie to bank statement)
(2,356)
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
NET RECEIPTS
(2,356)
BANK STATEMENT RECONCILIATION:
Beginning Balance 
492,417 
Receipts
(2,356)
Disbursements
(272,721)
Reconciled Ending Balance
$217,340 
Reported Ending Balance 
$217,340 
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
857,215
( A )
xxx PAYROLL NON-OFFICER
181,602,920
( B )
04 AVIATION FUEL 2 (SEE FUEL SUMMARY BELOW)
377,607,362
06 CATERING
28,499,184
03 RECURRING RENT
51,382,501
01 GENERAL PAYABLES
693,299,161
17 INSURANCE
37,765,025
18 LANDING FEES
23,669,701
xxx OTHER
63,421,535
SUBTOTAL EXCLUDING PAYROLL
1,275,644,468
( C ) 
GROSS DISBURSEMENTS (tie to bank statement)
1,458,104,603
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
129,359,802
( D ) 
TAXES:
a. Federal Income Tax and FICA withholdings
69,027,190
b. State income tax w/held
11,543,581
c. State sales or use tax
218,298
d. Other 3
118,243,338
TOTAL TAXES
199,032,406
( E ) 
NET MONTHLY DISBURSEMENTS
$ 1,527,777,207 
Forward to MOR Summary:
Officers Payroll
857,215 
( A ) 
Non-Officer Payroll
181,602,920 
( B ) 
Taxes
199,032,406 
( E ) 
Necessary Operational Disbursements (less intercompany transfers)
1,146,284,666 
(C-D) 
$ 1,527,777,207 
False 
1 Includes disbursement activity for all filing entities of UAL Corporation (refer to page 4).
2 Fuel Summary:
UAFC Fuel Disbursements
140,094,047 
United Fuel Disbursements
237,513,315 
Total Fuel Disbursements
377,607,362 
Less: Intercompany Transfers
(121,000,000)
Fuel Disbursements
$ 256,607,362 
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
140,732 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
140,732 
GROSS DISBURSEMENTS (tie to bank statement)
140,732 
(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
140,732 
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
857,215 
xxx PAYROLL NON-OFFICER
180,178,947 
04 AVIATION FUEL (Includes intercompany transfer to UAFC, see below)
237,513,315 
06 CATERING
28,499,184 
03 RECURRING RENT
51,382,501
01 GENERAL PAYABLES
682,871,216 
17 INSURANCE
37,765,025 
18 LANDING FEES
23,669,701 
xxx OTHER 2
63,421,535 
SUBTOTAL EXCLUDING PAYROLL
1,125,122,476 
GROSS DISBURSEMENTS (tie to bank statement)
1,306,158,638 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
MyPoints.com, Inc.
-
Premier Meeting and Travel Services, Inc.
181,847 
Mileage Plus, Inc.
2,400,000 
United Aviation Fuels Corporation
103,200,000 
UAL Loyalty Services, Inc.
5,652,511 
Domicile Management Services, Inc.
TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES
111,434,358 
TAXES:
a. Federal Income Tax and FICA withholdings
68,768,122 
b. State income tax w/held
11,518,434 
c. State sales or use tax
217,949 
d. Other (specify) 3
118,238,852 
TOTAL TAXES
198,743,357 
NET MONTHLY DISBURSEMENTS
$ 1,393,467,637 
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
7,292,420 
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
7,292,420 
GROSS DISBURSEMENTS (tie to bank statement)
7,292,420 
(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
$ 7,292,420 
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
620,689
04 AVIATION FUEL
-
06 CATERING
-
03 RECURRING RENT
-
01 GENERAL PAYABLES
1,444,598
17 INSURANCE
-
18 LANDING FEES
-
xxx OTHER
-
SUBTOTAL EXCLUDING PAYROLL
1,444,598 
GROSS DISBURSEMENTS (tie to bank statement)
2,065,287 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
38,160
TAXES:
a. Federal Income Tax and FICA withholdings
-
b. State income tax w/held
-
c. State sales or use tax
-
d. Other 2
-
TOTAL TAXES
-
NET MONTHLY DISBURSEMENTS
$ 2,027,127 
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 June 30, 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
267,154 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
267,154 
GROSS DISBURSEMENTS (tie to bank statement)
267,154 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
87,254 
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
$ 179,900 
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
140,094,047
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
140,094,047 
GROSS DISBURSEMENTS (tie to bank statement)
140,094,047 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
17,800,000 
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
$122,294,047 
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 
219,465 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
219,465 
GROSS DISBURSEMENTS (tie to bank statement)
219,465 
(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
219,465 
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
774,318 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
820,106 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
820,106 
GROSS DISBURSEMENTS (tie to bank statement)
1,594,424 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
31 
TAXES:
a. Federal Income Tax and FICA withholdings
259,069 
b. State income tax w/held
25,147 
c. State sales or use tax
64 
d. Other 1
4,486 
TOTAL TAXES
288,765 
NET MONTHLY DISBURSEMENTS
$ 1,883,158 
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 June 30, 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 June 30, 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 June 30, 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
28,966 
04 AVIATION FUEL
-
06 CATERING
03 RECURRING RENT 
01 GENERAL PAYABLES
243,471 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
243,471 
GROSS DISBURSEMENTS (tie to bank statement)
272,437 
(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
284 
d. Other 1
TOTAL TAXES
284
NET MONTHLY DISBURSEMENTS
$ 272,721 
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 June 30, 2004.
Signature   /s/ Jeffrey T. Kawalsky
Print Name and Title  Jeffrey T. Kawalsky
                                      Vice President and Treasurer
Date  July 22, 2004
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.
Signature  /s/ M. Lynn Hughitt
Print Name and Title  M. Lynn Hughitt
                                     Vice President and Controller
Date  July 22, 2004

 
 
 
 
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
6/1/04
2,471,923.04 
BAYERISCHE LAANDESBANK AIRCRAFT
6/1/04
1,125,000.00 
CORPORATE TRUST SERVICES AIRCRAFT
6/1/04
110,000.00 
US BANK AIRCRAFT
6/1/04
22,044,877.38 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
6/1/04
1,592,806.79 
KREDITANSTALT FUR WIEDERAUFBAU AIRCRAFT
6/2/04
440,850.43 
US BANK AIRCRAFT
6/2/04
4,189,793.87 
CIT GROUP AIRCRAFT
6/7/04
440,000.00 
US BANK AIRCRAFT
6/7/04
330,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
6/7/04
80,000.00 
IAE AIRCRAFT
6/8/04
1,620,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
6/8/04
80,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
6/8/04
700,000.00 
AIE VI AIRCRAFT
6/9/04
3,630,000.00 
US BANK AIRCRAFT
6/10/04
85,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
6/10/04
400,000.00 
US BANK AIRCRAFT
6/11/04
85,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
6/11/04
400,000.00 
US BANK AIRCRAFT
6/14/04
240,000.00 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
6/15/04
4,000,000.00 
WILMINGTON TRUST COMPANY AIRCRAFT
6/17/04
258,777.78 
BNP PARIBAS, TOKYO BRANCH AIRCRAFT
6/18/04
130,000.00 
Helaba Dublin Landesbank AIRCRAFT
6/18/04
816,938.40 
KREDITANSTALT FUR WIEDERAUFBAU AIRCRAFT
6/18/04
4,914,785.20 
US BANK AIRCRAFT
6/18/04
270,000.00 
Helaba Dublin Landesbank Hessen-Thuringen International AIRCRAFT
6/21/04
1,188,888.19 
WILMINGTON TRUST COMPANY AIRCRAFT
6/21/04
629,166.66 
US BANK AIRCRAFT
6/23/04
1,265,555.56 
WILMINGTON TRUST COMPANY AIRCRAFT
6/23/04
381,555.56 
WILMINGTON TRUST COMPANY AIRCRAFT
6/28/04
160,000.00 
PK AIR AGENCY FEE
6/29/04
276,088.08 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
6/29/04
4,648,465.50 
WILMINGTON TRUST COMPANY AIRCRAFT
6/29/04
207,777.78 
BNP PARIBAS PARIS AIRCRAFT
6/30/04
2,507,957.73 
CIT GROUP AIRCRAFT
6/30/04
367,333.34 
Cumberland Lease Corp AIRCRAFT
6/30/04
296,083.33 
EXPORT DEVELOPMENT CORPORATION AIRCRAFT
6/30/04
151,666.80 
KREDITANSTALT FUR WIEDERAUFBAU AIRCRAFT
6/30/04
583,596.63 
MITSUBISHI TRUST & BANKING CORP. AIRCRAFT
6/30/04
639,307.09 
Mizuho Corporate Bank AIRCRAFT
6/30/04
650,000.00 
PHILIP MORRIS CAPITAL CORPORATION AIRCRAFT
6/30/04
1,950,000.00 
SMBC AIRCRAFT
6/30/04
2,100,000.00 
SOCIETE GENERALE AIRCRAFT
6/30/04
100,000.00 
SOCIETE GENERALE PARIS AIRCRAFT
6/30/04
1,078,332.05 
US BANK AIRCRAFT
6/30/04
19,340,000.00 
UT FFINANCE CORP AIRCRAFT ENGINE
6/30/04
181,740.83 
WELLS FARGO BANK NORTHWEST, N.A. AIRCRAFT
6/30/04
5,560,000.00 
WESTDEUTSCHE LANDESBANK GIROZCENTRALE AIRCRAFT
6/30/04
2,155,549.65 
WILMINGTON TRUST COMPANY AIRCRAFT
6/30/04
644,166.67