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:  August 25, 2003
(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 August 25, 2003, UAL Corporation filed its monthly operating report for the period July 1, 2003, through July 31, 2003, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, a copy of which is attached hereto as Exhibit 99.1, 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.

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 July 1, 2003, through July 31, 2003

       99.2              Press Release
 
 

SIGNATURES

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

 
 

Dated:  August 25, 2003

                                                                                                                                                                          &nb sp;                  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
JULY 1, 2003 THROUGH JULY 31, 2003
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
JULY 1, 2003 THROUGH JULY 31, 2003
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. 0238064)
	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: 8/25/03	DEBTOR-IN-POSSESSION
Print Name/Title:
Signature:
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 November 15, 2003)

C.

Statements of Consolidated Cash Flows (Form 10Q to be filed by November 15, 2003)

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 OPERATIONS
FOR THE MONTH ENDED JULY 31, 2003
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,326,481
Total operating expenses		1,291,176
Earnings (loss) from operations		35,305
Non-operating income (expenses):
Net interest expense		(34,822)
Reorganization items		(105,435)
Other income (expenses), net:		(7,527)
Total non-operating income (expenses):		(147,784)
Earnings (loss) before income taxes		(112,479)
Total tax provision (credit)		-
Net earnings (loss)		(112,479)

 
 
 
 

CASE NAME: UAL Corporation et al.		CASE NUMBERS : 02-48191 through 02-48218
Filed Entities of UAL Corporation 1
SUMMARY OF CASH RECEIPTS AND CASH DISBURSEMENTS
For The Period Ending JULY 31, 2003			(Amounts in US dollar $)
BEGINNING BALANCE (ending balance JUNE 30, 2003 )
Operating Accounts - DOM			$32,738,323
Operating Accounts - INT			$27,576,585
London Overnight Investment Balance			$5,206,635
Liquidity Pool			$1,488,071,391
Restricted Cash 2			$673,846,142
Subsidiaries:
a. Mileage Plus, Inc.			$181,406
b. Premier Meeting and Travel Services, Inc.			$800,462
c. MyPoints.com, Inc.			$20,198,995
d. Domicile Management Services, Inc.			$210,884
e. UAL Loyalty Services, Inc.			$356,539
f. United Aviation Fuel Corporation			$2,686,795
TOTAL BEGINNING BALANCE			$2,251,874,157
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,367,580,272
2. Debtor -In- Possession Financing		$0
3. Other receipts 3		$59,339,099
TOTAL RECEIPTS	(A)	$1,426,919,371
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers		$1,029,231
b. Non-Officer		$234,493,294
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$100,467,903
b. State income tax w/held		$11,326,415
c. State sales or use tax		$91,691
d. Other 5		$98,858,657
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)		$926,304,717
b. Transferred to escrows / restricted cash		10,000,000
b. Other necessary expenses		$0
TOTAL DISBURSEMENTS	(B)	$1,382,571,909
NET RECEIPTS (Line (A) less Line (B))			$44,347,462
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)			$2,296,221,619
Bank One Overnight Investment Account (month over month change) 7			$3,293,021
TOTAL ENDING BALANCE 8			$2,299,514,640
Check
ENDING BALANCE (as of JULY 31, 2003 )
Operating Accounts - DOM		$28,229,512
Operating Accounts - INT		$20,778,588
London Overnight Investment		$1,609,000
Liquidity Pool		$1,509,718,990
Restricted Cash 2		$714,332,210
Subsidiaries:
Mileage Plus, Inc.		$785,928
Premier Meeting and Travel Services, Inc.		$282,435
MyPoints.com, Inc.		$20,761,758
Domicile Management Services, Inc.		$136,706
UAL Loyalty Services, Inc.		$414,337
United Aviation Fuel Corporation		$2,465,177
TOTAL ENDING BALANCE		$2,299,514,640
1 See Page 4 for a list of the 28 filing entities.
2 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.
3 Includes $9.6 million draw against GE Capital Corporation Short-Term Liquidity Facility.
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 and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
6 Includes certain aircraft financing payments for the month of July (2003). 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

1,421,805,967

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

4,825,232

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

103,355,838

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,529,987,037

( A )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

59,339,099

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,589,326,136

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

162,406,765

( D )

NET RECEIPTS

$1,426,919,371

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,367,580,272

(A-D )

Other receipts

59,339,099

( B )

$1,426,919,371

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 $109,954,007.

3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, transfers to restricted cash and a $9.6 million draw against GE Capital Corporation short-term liquidity facility.

 
 

													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																							1,242,222,372
Domestic Operational Receipts					NON BANK ONE / JP MORGAN CHASE ACTIVITY																							-
																														-
																														-
																														-
Total Non-Bank One Receipts																														-
International Operational Receipts					BEG BALANCE (LESS) ENDING BALANCE																							$103,156,009
					PLUS NET REPATRIATION
Total Operational Receipts					TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY																							1,345,378,380
Other Non-Operational Receipts 2					SEE FOOTNOTE BELOW																							$59,321,791
Less, Non-filing entities					NONE FOR THIS PERIOD																							-
							GROSS RECEIPTS																					1,404,700,172
							UAL																					-
							UAL Loyalty Services, Inc.																					-
							UAL Company Services, Inc.																					-
							Confetti Inc.																					-
							MyPoints.com, Inc.																					-
							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.																					169,018
							United Aviation Fuels Corporation																					25,215,000
							United Cogen, Inc.																					-
							Mileage Plus, Inc.																					37,870
							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																					25,421,888
							NET RECEIPTS																					$1,379,278,284
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
2 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, transfers to restricted cash and a $9.6 million draw against GE Capital Corporation short-term liquidity facility.

 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY  (see above for accounts)

2,325,232

-

-

-

Total Non-Bank One Receipts

2,325,232

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,325,232

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

11,709

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,336,941

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,336,941

BANK STATEMENT RECONCILIATION:

Beginning Balance

$20,198,995

Receipts

2,336,941

Disbursments

(1,774,178)

Reconciled Ending Balance

$20,761,758

Reported Ending Balance

$20,761,758

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

17,222

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

17,222

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

339

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

17,561

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

17,561

BANK STATEMENT RECONCILIATION:

Beginning Balance

$800,462

Receipts

17,561

Disbursments

(535,588)

Reconciled Ending Balance

$282,435

Reported Ending Balance

$282,435

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

2,500,000

-

-

-

Total Non-Bank One Receipts

2,500,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,500,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

6,842

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,506,842

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

2,500,000

NET RECEIPTS

6,842

BANK STATEMENT RECONCILIATION:

Beginning Balance

$181,406

Receipts

2,506,842

Disbursments

(1,902,320)

Reconciled Ending Balance

$785,928

Reported Ending Balance

$785,928

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

170,434,358

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

170,434,358

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)

170,434,358

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

125,155,000

(Provide detail above)

NET RECEIPTS

45,279,358

BANK STATEMENT RECONCILIATION:

Beginning Balance

2,686,795

Receipts

170,434,358

Disbursments

(170,655,976)

Reconciled Ending Balance

$2,465,177

Reported Ending Balance

$2,465,177

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

9,132,015

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

9,132,015

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)

9,132,015

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

9,130,049

NET RECEIPTS

1,966

BANK STATEMENT RECONCILIATION:

Beginning Balance

$356,539

Receipts

9,132,015

Disbursments

(9,074,217)

Reconciled Ending Balance

$414,337

Reported Ending Balance

$414,337

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

199,829

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

199,829

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(1,582)

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

198,247

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

199,829

NET RECEIPTS

(1,582)

BANK STATEMENT RECONCILIATION:

Beginning Balance

210,884

Receipts

198,247

Disbursments

(272,425)

Reconciled Ending Balance

$136,706

Reported Ending Balance

$136,706

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

1,029,231

( A )

xxx

PAYROLL NON-OFFICER

234,493,294

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

361,595,022

06

CATERING

27,039,968

03

RECURRING RENT

76,113,793

01

GENERAL PAYABLES

476,778,934

17

INSURANCE

66,419,211

18

LANDING FEES

20,785,461

xxx

OTHER

59,979,093

SUBTOTAL EXCLUDING PAYROLL

1,088,711,482

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,324,234,007

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

162,406,765

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

100,467,903

b. State income tax w/held

11,326,415

c. State sales or use tax

91,691

d. Other 3

98,858,657

TOTAL TAXES

210,744,666

( E )

NET MONTHLY DISBURSEMENTS

$ 1,372,571,909

Forward to MOR Summary:

Officers Payroll

1,029,231

( A )

Non-Officer Payroll

234,493,294

( B )

Taxes

210,744,666

( E )

Necessary Operational Disbursements (less intercompany transfers)

926,304,717

(C-D)

$ 1,372,571,909

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

2 Fuel Summary:

UAFC Fuel Disbursements

170,655,976

United Fuel Disbursements

190,939,045

Total Fuel Disbursements

361,595,022

Less: Intercompany Transfers

(150,370,000)

Fuel Disbursements

$ 211,225,022

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

217,602

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

SUBTOTAL EXCLUDING PAYROLL

217,602

GROSS DISBURSEMENTS (tie to bank statement)

217,602

(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

217,602

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																		1,029,231
xxx	PAYROLL NON-OFFICER																		233,474,495
04	AVIATION FUEL									(Includes intercompany transfer to UAFC, see below)									190,939,045
06	CATERING																		27,039,968
03	RECURRING RENT																		76,113,793
01	GENERAL PAYABLES																		468,106,956
17	INSURANCE																		66,419,211
18	LANDING FEES																		20,785,461
xxx	OTHER 2																		59,979,093
	SUBTOTAL EXCLUDING PAYROLL																		909,383,528
				GROSS DISBURSEMENTS (tie to bank statement)															1,143,887,255
				(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
				MyPoints.com, Inc.															-
				Premier Meeting and Travel Services, Inc.															-
				Mileage Plus, Inc.															2,500,000
				United Aviation Fuels Corporation															125,155,000
				UAL Loyalty Services, Inc.															9,130,049
				Domicile Management Services, Inc.															199,829
				TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES															136,984,878
				TAXES:
				a. Federal Income Tax and FICA withholdings															100,237,951
				b. State income tax w/held															11,295,507
				c. State sales or use tax															91,791
				d. Other (specify) 3															94,863,466
				TOTAL TAXES															206,488,715
				NET MONTHLY DISBURSEMENTS															$ 1,213,391,092
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											5,084,263
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											5,084,263
					GROSS DISBURSEMENTS (tie to bank statement)							5,084,263
					(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							3,989,954
					TOTAL TAXES							3,989,954
					NET MONTHLY DISBURSEMENTS							$ 9,074,217
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

349,068

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,425,110

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,425,110

GROSS DISBURSEMENTS (tie to bank statement)

1,774,178

(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

$ 1,774,178

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

2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax,

state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

CYBERGOLD, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax,

state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

iTARGET.COM, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax,

state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

MYPOINTS OFFLINE SERVICES, INC. 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

BY APO DISBURSEMENT TYPE

(based on Cleared Check Date):

NOTES:

AMOUNT:

xxx

PAYROLL OFFICER

-

xxx

PAYROLL NON-OFFICER

-

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

-

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

-

GROSS DISBURSEMENTS (tie to bank statement)

-

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

-

TAXES:

a. Federal Income Tax and FICA withholdings

-

b. State income tax w/held

-

c. State sales or use tax

-

d. Other 2

-

TOTAL TAXES

-

NET MONTHLY DISBURSEMENTS

-

1 Disbursement activity conducted through MyPoints.com, Inc.

2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax,

state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

								BANK
ENTITY:		KION LEASING, INC. 1						ACCTS:		List Accounts per attached list
										(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):								NOTES:						AMOUNT:
xxx	PAYROLL OFFICER							Payroll disbursed through United Airlines						-
xxx	PAYROLL NON-OFFICER													-
04	AVIATION FUEL													-
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													-
						GROSS DISBURSEMENTS (tie to bank statement)								-
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
						TAXES:
						a. Federal Income Tax and FICA withholdings								-
						b. State income tax w/held								-
						c. State sales or use tax								-
						d. Other 2								-
						TOTAL TAXES								-
						NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended July 31, 2003.
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														535,588
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														535,588
								GROSS DISBURSEMENTS (tie to bank statement)							535,588
								(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							169,018
								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							$ 366,570
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													170,655,976
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													-
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													170,655,976
						GROSS DISBURSEMENTS (tie to bank statement)								170,655,976
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								25,215,000
						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								$ 145,440,976
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														170,095
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														170,095
							GROSS DISBURSEMENTS (tie to bank statement)								170,095
							(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								170,095
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														663,393
04	AVIATION FUEL														-
06	CATERING														-
03	RECURRING RENT														-
01	GENERAL PAYABLES														972,750
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														972,750
							GROSS DISBURSEMENTS (tie to bank statement)								1,636,143
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								37,870
							TAXES:
							a. Federal Income Tax and FICA withholdings								229,951
							b. State income tax w/held								30,908
							c. State sales or use tax								81
							d. Other 1								5,237
							TOTAL TAXES								266,177
							NET MONTHLY DISBURSEMENTS								$ 1,864,450
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 July 31, 2003.
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 July 31, 2003.
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)