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:  September 24, 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 September 24, 2003, UAL Corporation filed its monthly operating report for the period August 1, 2003, through August 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 August 1, 2003, through August 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:  September 24, 2003

                                                                                                                                                                           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
AUGUST 1, 2003 THROUGH AUGUST 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
AUGUST 1, 2003 THROUGH AUGUST 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: 9/24/03	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 AUGUST 31, 2003
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,398,972
Total operating expenses		1,294,458
Earnings (loss) from operations		104,514
Non-operating income (expenses):
Net interest expense		(31,779)
Other income (expenses), net:		(4,611)
Total non-operating income (expenses):		(36,390)
Earnings (loss) before income taxes		68,124
Total tax provision (credit)		-
Net Earnings (loss) before Reorganization items		68,124
Reorganization items		(114,389)
Net earnings (loss)		(46,265)

 
 

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 AUGUST 31, 2003

(Amounts in US dollar $)

BEGINNING BALANCE (ending balance JULY 31, 2003 )

Operating Accounts - DOM

$28,229,512

Operating Accounts - INT

$20,778,588

London Overnight Investment Balance

$1,609,000

Liquidity Pool

$1,509,718,990

Restricted Cash 2

$714,332,210

Subsidiaries:

a. Mileage Plus, Inc.

$785,928

b. Premier Meeting and Travel Services, Inc.

$282,435

c. MyPoints.com, Inc.

$20,761,758

d. Domicile Management Services, Inc.

$136,706

e. UAL Loyalty Services, Inc.

$414,337

f. United Aviation Fuel Corporation

$2,465,177

TOTAL BEGINNING BALANCE

$2,299,514,640

RECEIPTS (Summary of all domestic and international bank accounts):

1. Receipts from operations (net of Intercompany receipts)

$1,325,815,907

2. Other receipts 3

$13,141,771

TOTAL RECEIPTS

(A)

$1,338,957,679

DISBURSEMENTS (Summary of all accounts):

1. Net payroll 4

a. Officers

$924,366

b. Non-Officer

$188,571,038

2. Taxes paid or deposited:

a. Federal Income Tax and FICA withholdings

$68,694,945

b. State income tax w/held

$9,508,741

c. State sales or use tax

$214,898

d. Other 5

$80,089,429

3. Necessary Operational Disbursements 6

a. Operating Disbursements (net of Intercompany disbursements)

$879,130,473

b. Transferred to escrows / restricted cash

$0

b. Other necessary expenses

$0

TOTAL DISBURSEMENTS

(B)

$1,227,133,890

NET RECEIPTS (Line (A) less Line (B))

$111,823,788

ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)

$2,411,338,428

Bank One Overnight Investment Account (month over month change) 7

($3,125,818)

TOTAL ENDING BALANCE 8

$2,408,212,610

Check

ENDING BALANCE (as of AUGUST 31, 2003 )

Operating Accounts - DOM

$48,756,838

Operating Accounts - INT

$18,941,937

London Overnight Investment

$2,202,620

Liquidity Pool

$1,613,984,054

Restricted Cash 2

$698,420,839

Subsidiaries:

Mileage Plus, Inc.

$723,500

Premier Meeting and Travel Services, Inc.

$967,414

MyPoints.com, Inc.

$20,389,868

Domicile Management Services, Inc.

$110,240

UAL Loyalty Services, Inc.

$445,358

United Aviation Fuel Corporation

$3,269,942

TOTAL ENDING BALANCE

$2,408,212,610

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 $4.9 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.

6 Includes certain aircraft financing payments for the month of August (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

1,355,519,145

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,386,588

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

112,216,136

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,471,121,869

( A )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

13,141,771

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,484,263,640

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

145,305,962

( D )

NET RECEIPTS

$1,338,957,679

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,325,815,907

(A-D )

Other receipts

13,141,771

( B )

$1,338,957,679

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 $107,552,210.

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 $4.9 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																	1,182,933,460
Domestic Operational Receipts		NON BANK ONE / JP MORGAN CHASE ACTIVITY																	-
																			-
																			-
																			-
Total Non-Bank One Receipts																			-
International Operational Receipts		BEG BALANCE (LESS) ENDING BALANCE																		$111,975,503
		PLUS NET REPATRIATION
Total Operational Receipts		TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY																	1,294,908,964
Other Non-Operational Receipts 2		SEE FOOTNOTE BELOW																	$13,120,107
Less, Non-filing entities		NONE FOR THIS PERIOD																	-
				GROSS RECEIPTS															1,308,029,070
				UAL															-
				UAL Loyalty Services, Inc.															100,000
				UAL Company Services, Inc.															-
				Confetti Inc.															-
				MyPoints.com, Inc.															986,637
				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.															81,479
				United Aviation Fuels Corporation															28,215,000
				United Cogen, Inc.															-
				Mileage Plus, Inc.															5,793
				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															29,388,909
				NET RECEIPTS															$1,278,640,161
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 $4.9 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)

1,786,588

-

-

-

Total Non-Bank One Receipts

1,786,588

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,786,588

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

13,393

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,799,981

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

1,799,981

BANK STATEMENT RECONCILIATION:

Beginning Balance

$20,761,758

Receipts

1,799,981

Disbursments

(2,171,871)

Reconciled Ending Balance

$20,389,868

Reported Ending Balance

$20,389,868

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

946,005

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

946,005

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

169

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

946,174

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

190,201

NET RECEIPTS

755,973

BANK STATEMENT RECONCILIATION:

Beginning Balance

$282,435

Receipts

946,174

Disbursments

(261,195)

Reconciled Ending Balance

$967,414

Reported Ending Balance

$967,414

Difference

$0

 
 

BANK

ENTITY:

MILEAGE PLUS, INC.

ACCTS:

SHORE BANK #17331100/17331200/17511000

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

SHORE BANK

1,600,000

-

-

-

Total Non-Bank One Receipts

1,600,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,600,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

8,489

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,608,489

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,600,000

NET RECEIPTS

8,489

BANK STATEMENT RECONCILIATION:

Beginning Balance

$785,928

Receipts

1,608,489

Disbursments

(1,670,918)

Reconciled Ending Balance

$723,500

Reported Ending Balance

$723,500

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

165,971,157

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

165,971,157

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)

165,971,157

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES (Provide detail above)

108,220,000

NET RECEIPTS

57,751,157

BANK STATEMENT RECONCILIATION:

Beginning Balance

2,465,177

Receipts

165,971,157

Disbursments

(165,166,392)

Reconciled Ending Balance

$3,269,942

Reported Ending Balance

$3,269,942

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

5,668,522

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

5,668,522

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)

5,668,522

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

5,666,219

NET RECEIPTS

2,303

BANK STATEMENT RECONCILIATION:

Beginning Balance

$414,337

Receipts

5,668,522

Disbursments

(5,637,500)

Reconciled Ending Balance

$445,358

Reported Ending Balance

$445,358

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

240,633

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

240,633

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

(386)

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

240,247

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

240,633

NET RECEIPTS

(386)

BANK STATEMENT RECONCILIATION:

Beginning Balance

136,706

Receipts

240,247

Disbursments

(266,713)

Reconciled Ending Balance

$110,240

Reported Ending Balance

$110,240

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

924,366

( A )

xxx

PAYROLL NON-OFFICER

188,571,038

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

335,919,159

06

CATERING

28,487,207

03

RECURRING RENT

18,707,709

01

GENERAL PAYABLES

513,620,390

17

INSURANCE

51,708,580

18

LANDING FEES

23,270,259

xxx

OTHER

52,723,130

SUBTOTAL EXCLUDING PAYROLL

1,024,436,434

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,213,931,838

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

145,305,962

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

68,694,945

b. State income tax w/held

9,508,741

c. State sales or use tax

214,898

d. Other 3

80,089,429

TOTAL TAXES

158,508,014

( E )

NET MONTHLY DISBURSEMENTS

$ 1,227,133,890

Forward to MOR Summary:

Officers Payroll

924,366

( A )

Non-Officer Payroll

188,571,038

( B )

Taxes

158,508,014

( E )

Necessary Operational Disbursements (less intercompany transfers)

879,130,473

(C-D)

$ 1,227,133,890

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

2 Fuel Summary:

UAFC Fuel Disbursements

165,166,392

United Fuel Disbursements

170,752,767

Total Fuel Disbursements

335,919,159

Less: Intercompany Transfers

(136,435,000)

Fuel Disbursements

$ 199,484,159

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													69,738
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL													69,738
							GROSS DISBURSEMENTS (tie to bank statement)							69,738
							(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							69,738
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																		924,366
xxx	PAYROLL NON-OFFICER																		187,094,930
04	AVIATION FUEL										(Includes intercompany transfer to UAFC, see below)								170,752,767
06	CATERING																		28,487,207
03	RECURRING RENT																		18,707,709
01	GENERAL PAYABLES																		508,354,244
17	INSURANCE																		51,708,580
18	LANDING FEES																		23,270,259
xxx	OTHER 2																		52,723,130
	SUBTOTAL EXCLUDING PAYROLL																		854,003,896
							GROSS DISBURSEMENTS (tie to bank statement)												1,042,023,192
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
							MyPoints.com, Inc.												-
							Premier Meeting and Travel Services, Inc.												190,201
							Mileage Plus, Inc.												1,600,000
							United Aviation Fuels Corporation												108,220,000
							UAL Loyalty Services, Inc.												5,666,219
							Domicile Management Services, Inc.												240,633
							TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES												115,917,053
							TAXES:
							a. Federal Income Tax and FICA withholdings												68,350,015
							b. State income tax w/held												9,480,994
							c. State sales or use tax												212,256
							d. Other (specify) 3												76,855,300
							TOTAL TAXES												154,898,566
							NET MONTHLY DISBURSEMENTS												$ 1,081,004,704
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 ACCTS:	BANK ONE ACCT. 11-01955, 11-02250, 10-61639, 11-33545
ENTITY:		UAL LOYALTY SERVICES, INC 1						(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													2,437,500
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													2,437,500
					GROSS DISBURSEMENTS (tie to bank statement)									2,437,500
					(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									100,000
					TAXES:
					a. Federal Income Tax and FICA withholdings									-
					b. State income tax w/held									-
					c. State sales or use tax									-
					d. Other 2									3,200,000
					TOTAL TAXES									3,200,000
					NET MONTHLY DISBURSEMENTS									$ 5,537,500
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

530,282

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,641,589

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,641,589

GROSS DISBURSEMENTS (tie to bank statement)

2,171,871

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

986,637

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

$ 1,185,234

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:			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														273,617
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														273,617
							GROSS DISBURSEMENTS (tie to bank statement)								273,617
							(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								273,617
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													939,036
04	AVIATION FUEL													-
06	CATERING													-
03	RECURRING RENT													-
01	GENERAL PAYABLES													325,075
17	INSURANCE													-
18	LANDING FEES													-
xxx	OTHER													-
	SUBTOTAL EXCLUDING PAYROLL													325,075
							GROSS DISBURSEMENTS (tie to bank statement)							1,264,111
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES							5,793
							TAXES:
							a. Federal Income Tax and FICA withholdings							344,930
							b. State income tax w/held							27,747
							c. State sales or use tax							-
							d. Other 1							34,129
							TOTAL TAXES							406,806
							NET MONTHLY DISBURSEMENTS							$ 1,665,124
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 August 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 August 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)
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 August 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:			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											151
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											151
					GROSS DISBURSEMENTS (tie to bank statement)							151
					(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							151
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											6,790
04	AVIATION FUEL											-
06	CATERING											-
03	RECURRING RENT											-
01	GENERAL PAYABLES											259,640
17	INSURANCE											-
18	LANDING FEES											-
xxx	OTHER											-
	SUBTOTAL EXCLUDING PAYROLL											259,640
				GROSS DISBURSEMENTS (tie to bank statement)								266,430
				(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								283
				d. Other 1								-
				TOTAL TAXES								283
				NET MONTHLY DISBURSEMENTS								$ 266,713
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 August 31, 2003

Signature

Print Name and Title

Date

Insider Payments

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

Signature

Print Name and Title

Date

 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

The Debtors have created an escrow account to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. These trust funds are described below.

Escrow Fund

This escrow fund was established with LaSalle Bank on November 29, 2002 and funded on December 5, 2002 with an initial funding of $200 million to account for the estimated tax liability of UAL Corporation, UAL Loyalty Services, Inc., Confetti, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, Inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc.,Air Wisconsin Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuel Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation, and United Vacations, Inc. No subsequent funding or payments are made from the escrow account.

The components of the Escrow fund:

w Federal payroll withholding taxes, FICA (employee portion), and Medicare;

w Federal air transportation excise taxes;

w Federal security charges;

w Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 

SCHEDULE D - - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
CORPORATE TRUST SERVICES	AIRCRAFT	8/1/03	110,000.00
WACHOVIA TRUST COMPANY NA	AIRCRAFT	8/1/03	65,000.00
WEST LB	AIRCRAFT	8/4/03	422,952.81
IAE	AIRCRAFT	8/8/03	1,620,000.00
US BANK	AIRCRAFT	8/8/03	130,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	8/8/03	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	8/8/03	130,000.00
JP MORGAN CHASE BANK	AIRCRAFT	8/12/03	440,000.00
PK AIRFINANCE	AIRCRAFT	8/13/03	1,177,000.00
US BANK	AIRCRAFT	8/15/03	400,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	8/15/03	5,000,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	8/15/03	1,000,000.00
US BANK	AIRCRAFT	8/18/03	300,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	8/18/03	3,531,000.00
TRANSAMERICA AVIATION LLC	AIRCRAFT	8/25/03	170,000.00
PK AIRFINANCE	AGENCY FEE	8/29/03	284,440.98
US BANK	AIRCRAFT	8/29/03	85,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	8/29/03	4,580,351.89
WEST LB	AIRCRAFT	8/29/03	1,563,482.54
WINSTON & STRAWN LLP	LEGAL FEE	8/29/03	15,000.00
TOTAL			21,104,228.22

 
 

SCHEDULE E - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock & Brown	392,996.09	392,996.09
	Bain & Company	430,845.24	430,845.24
	Cognizant Associates	48,324.62	48,324.62
	Huron Consulting Group	605,248.98	605,248.98
	KPMG	839,976.40	839,976.40
	Kirkland & Ellis	2,179,525.77	2,179,525.77
	Mercer Management Consulting	1,167,933.88	1,167,933.88
	Poorman Douglas	268,988.39	268,988.39
	Rothschild	204,417.12	204,417.12
	Saybrook Capital	199,482.58	199,482.58
	Sonnenschein	1,225,290.31	1,225,290.31
	Vedder Price	1,214,340.84	1,214,340.84
	Committee of Unsecured Creditors	10,373.76	10,373.76
	Total		8,787,743.98
1	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy
	Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in August have been
	accrued and reported on the Debtor's Balance Sheet. In instances in which fee applications have been received and the associated
	payments have been made, the accrual has been adjusted and the actual activity has been reflected in the Debtor's Accounts Payable.

 
 

SCHEDULE F - Accounts Receivable and Accounts Payable Schedule

STATEMENT OF AGED RECEIVABLES

Tie -out

Consol.

Filed

Non-Filed

A/R

Entities

Entities

Beginning of month balance1

$1,073,792,556

#########

$1,128,370,625

$2,779,375

Add: sales on account

$1,507,856,095

Less: collections

($1,449,304,871)

Less: Write-offs and Clearing

($3,973,155)

End of month balance

$1,128,370,625

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$976,040,591

$67,702,238

$29,337,636

$55,290,161

$1,128,370,625

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

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

STATEMENT OF ACCOUNTS PAYABLE (POST PETITION)

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$270,603,826

$240,589,480

$239,092,865

$1,496,615

Add: credit extended

$1,054,073,561

Less: payments on account

($1,085,584,522)

End of month balance

$239,092,865

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$237,814,884

$463,726

$814,255

$0

$239,092,865

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

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

 
 
 

SCHEDULE G - - Bank Accounts and Financial Institution Relationships
The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts. In addition to the 177 domestic bank accounts, the Debtor operates 107 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:
(*denotes new account or closed account for this monthly operating report as compared to prior monthly operating report)
DOMESTIC BANK ACCOUNTS
Financial Institution	Account Location	Acct #
1ST SOURCE BANK	South Bend, IN	n/a
AMSOUTH BANK	Birmingham, AL	n/a
AMSOUTH BANK	Knoxville, TN	n/a
ASSOCIATED BANK -WI	Madison, WI	n/a
BANK OF AMERICA	North Charleston, SC	n/a
BANK OF AMERICA	Baltimore, MD	n/a
BANK OF AMERICA	Savannah, GA	n/a
BANK OF AMERICA	Greenville, SC	n/a
BANK OF AMERICA	Richmond, VA	n/a
BANK OF AMERICA	Greensboro, NC	n/a
BANK OF AMERICA	Wichita, KS	n/a
BANK OF AMERICA	Springfield, MO	n/a
BANK OF AMERICA	Kansas City, MO	n/a
BANK OF AMERICA	Portland, OR	n/a
BANK OF