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:  December 23, 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 December 23, 2003, UAL Corporation filed its monthly operating report for the period November 1, 2003, through November 30, 2003, with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case Nos. 02-48191 through 02-48218. A copy of the monthly operating report is provided hereunder as Exhibit 99.1.

We have also attached as Exhibit 99.2 a press release issued in connection with the filing of the monthly operating report.
 
 

Item 7.             Financial Statements and Exhibits.
 

(c)	Exhibits	Description
	99.1	Monthly Operating Report of UAL Corporation for the period November 1, 2003, through November 30, 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.
 
 
 
 

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

 

Dated:  December 23, 2003

 
 

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
NOVEMBER 1, 2003 THROUGH NOVEMBER 30, 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
NOVEMBER 1, 2003 THROUGH NOVEMBER 30, 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. 6238064)
		KIRKLAND & ELLIS
		200 East Randolph Street
		Chicago, IL 60601
		(312) 861-2000 (telephone)
		(312) 861-2200 (facsimile)
		Counsel for the Debtors and Debtors In Possession
REPORT PREPARER:		UAL Corporation et al
I declare under penalty of perjury that the information contained in this monthly operating report
(including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: 12/23/03		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 10K to be filed by March 31, 2004)

C.

Statements of Consolidated Cash Flows (Form 10K to be filed by March 31, 2004)

III.

Summary of Cash Receipts and Cash Disbursements

A.

Unaudited Consolidated Receipt Summary

B.

Unaudited Disbursements by Legal Filing Entity and Summary

IV.

Additional Schedules

A.

Insurance - - Certifications

B.

Payments to Insiders - Certification

C.

Description of Tax Trusts / Escrows

D.

Payments to Secured Creditors and Lessors

E.

Professional Fee Payments

F.

Accounts Receivable Schedule and Accounts Payable Schedule

G.

Bank Accounts and Financial Institution Relationships

V.

Tax Questionnaire

 
 
 
 

UAL Corporation, et al. -Filing Entities
		Legal Filing Entity		Reporting Structure
1		UAL Corporation		X-1
2		United Air Lines, Inc.		X-1
3		UAL Company Services, Inc.		X-1
4		UAL Loyalty Services, Inc.		X-1
5		Confetti Inc.		X-4
6		Mileage Plus Holdings, Inc.		X-4
7		Mileage Plus Marketing, Inc.		X-6
8		MyPoints.com, Inc.		X-4
9		Cybergold, Inc.		X-8
10		iTarget.com, Inc.		X-8
11		MyPoints Offline Services, Inc.		X-8
12		UAL Benefits Management Inc.		X-1
13		United BizJet Holdings, Inc.		X-1
14		BizJet Charter, Inc.		X-13
15		BizJet Fractional, Inc.		X-13
16		BizJet Services, Inc.		X-13
17		Kion Leasing, Inc.		X-2
18		Premier Meeting and Travel Services, Inc.		X-2
19		United Aviation Fuels Corporation		X-2
20		United Cogen, Inc.		X-2
21		Mileage Plus, Inc.		X-2
22		United GHS, Inc.		X-2
23		United Worldwide Corporation		X-2
24		United Vacations, Inc.		X-2
25		Four Star Leasing, Inc.		X-1
26		Air Wis Services, Inc.		X-1
27		Air Wisconsin, Inc.		X-26
28		Domicile Management Services, Inc.		X-26

 
 
 
 

UAL CORPORATION AND SUBSIDIARY COMPANIES (filing entities only)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE MONTH ENDED NOVEMBER 30, 2003
($ amounts in 000's)
			UAL
			CONSOLIDATING
Total operating revenues			1,291,750
Total operating expenses			1,335,000
Earnings (loss) from operations			(43,250)
Non-operating income (expenses):
Net interest expense			(32,382)
Gain on the sale of Hotwire			80,946
Other income (expenses), net:			(1,890)
Total non-operating income (expenses):			46,674
Net Earnings (loss) before Reorganization items			3,424
Reorganization items			(78,153)
Net earnings (loss)			(74,729)

 
 
 
 

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 NOVEMBER 30, 2003					(Amounts in US dollar $)
BEGINNING BALANCE (ending balance OCTOBER 31, 2003 )
Operating Accounts - DOM					$47,008,687
Operating Accounts - INT					$28,282,976
London Overnight Investment Balance					$1,017,360
Liquidity Pool					$1,780,035,184
Restricted Cash 2					$650,087,364
Subsidiaries:
a. Mileage Plus, Inc.					$212,395
b. Premier Meeting and Travel Services, Inc.					$1,055,385
c. MyPoints.com, Inc.					$20,381,554
d. Domicile Management Services, Inc.					$91,994
e. UAL Loyalty Services, Inc.					$1,779,328
f. United Aviation Fuel Corporation					$3,520,068
TOTAL BEGINNING BALANCE					$2,533,472,295
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)		$1,274,684,481
2. Other receipts 3		$68,693,138
TOTAL RECEIPTS			(A)	$1,343,377,619
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers				$980,670
b. Non-Officer				$178,581,932
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings				$67,061,257
b. State income tax w/held				$9,398,313
c. State sales or use tax				$65,152
d. Other 5				$103,007,463
3. Necessary Operational Disbursements 6
a. Operating Disbursements (net of Intercompany disbursements)				$866,774,520
b. Transferred to escrows / restricted cash				$468,750
b. Other necessary expenses				$0
TOTAL DISBURSEMENTS			(B)	$1,226,338,056
NET RECEIPTS (Line (A) less Line (B))					$117,039,563
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)					$2,650,511,858
Bank One Overnight Investment Account (month over month change) 7					($6,430,219)
TOTAL ENDING BALANCE 8					$2,644,081,639
Check
ENDING BALANCE (as of NOVEMBER 30, 2003 )
Operating Accounts - DOM				$35,232,679
Operating Accounts - INT				$23,496,107
London Overnight Investment				$2,582,850
Liquidity Pool				$1,890,157,201
Restricted Cash 2				$663,410,445
Subsidiaries:
Mileage Plus, Inc.				$300,817
Premier Meeting and Travel Services, Inc.				$899,635
MyPoints.com, Inc.				$20,852,504
Domicile Management Services, Inc.				$65,741
UAL Loyalty Services, Inc.				$1,743,505
United Aviation Fuel Corporation				$5,340,155
TOTAL ENDING BALANCE				$2,644,081,639
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 net proceeds from the sale of Hotwire of $42 million. The remaining proceeds of approximately $43 million was applied to the DIP loan.
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 November (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

1,288,409,929

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,557,992

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

92,244,459

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,384,212,381

( A )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

68,693,138

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,452,905,519

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

109,527,900

( D )

NET RECEIPTS

$1,343,377,619

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,274,684,481

(A-D )

Other receipts

68,693,138

( B )

$1,343,377,619

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 $96,792,419.

3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, proceeds from the sale of Hotwire and transfers to restricted cash.

 
 
 
 

									BANK
ENTITY:	LIQUIDITY POOL 1								ACCTS:		Bank One Acct. #51-67795
											(see schedule F for details)
RECEIPT SOURCE			DESCRIPTION																				AMOUNT
Domestic Operational Receipts			BANK ONE / JP MORGAN CHASE ACTIVITY																				1,161,048,977
Domestic Operational Receipts			NON BANK ONE / JP MORGAN CHASE ACTIVITY																				-
																								-
																								-
																								-
Total Non-Bank One Receipts																								-
International Operational Receipts			BEG BALANCE (LESS) ENDING BALANCE																				$92,005,550
			PLUS NET REPATRIATION
Total Operational Receipts			TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY																				1,253,054,527
Other Non-Operational Receipts 2			SEE FOOTNOTE BELOW																				$68,665,415
Less, Non-filing entities			NONE FOR THIS PERIOD																				-
						GROSS RECEIPTS																		1,321,719,942
						UAL																		-
						UAL Loyalty Services, Inc.																		-
						UAL Company Services, Inc.																		-
						Confetti Inc.																		-
						MyPoints.com, Inc.																		401,763
						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.																		-
						United Aviation Fuels Corporation																		16,271,000
						United Cogen, Inc.																		-
						Mileage Plus, Inc.																		10
						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																		16,672,773
						NET RECEIPTS																		$1,305,047,169
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 operating bank accounts outside of the Liquidity Pool.
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity, proceeds from the sale of Hotwire and transfers to restricted cash.

 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

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

2,257,992

-

-

-

Total Non-Bank One Receipts

2,257,992

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,257,992

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

17,746

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,275,738

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,275,738

BANK STATEMENT RECONCILIATION:

Beginning Balance

$20,381,554

Receipts

2,275,738

Disbursements

(1,804,788)

Reconciled Ending Balance

$20,852,504

Reported Ending Balance

$20,852,504

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

89,366

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

89,366

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

294

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

89,660

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

85,103

NET RECEIPTS

4,557

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,055,385

Receipts

89,660

Disbursements

(245,410)

Reconciled Ending Balance

$899,635

Reported Ending Balance

$899,635

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

1,300,000

-

-

-

Total Non-Bank One Receipts

1,300,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,300,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

9,113

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,309,113

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,300,000

NET RECEIPTS

9,113

BANK STATEMENT RECONCILIATION:

Beginning Balance

$212,395

Receipts

1,309,113

Disbursements

(1,220,690)

Reconciled Ending Balance

$300,817

Reported Ending Balance

$300,817

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

118,025,972

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

118,025,972

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)

118,025,972

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

81,985,500

(Provide detail above)

NET RECEIPTS

36,040,472

BANK STATEMENT RECONCILIATION:

Beginning Balance

3,520,068

Receipts

118,025,972

Disbursements

(116,205,885)

Reconciled Ending Balance

$5,340,155

Reported Ending Balance

$5,340,155

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

9,245,614

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

9,245,614

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)

9,245,614

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

9,245,614

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,779,328

Receipts

9,245,614

Disbursements

(9,281,438)

Reconciled Ending Balance

$1,743,505

Reported Ending Balance

$1,743,505

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

238,909

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

238,909

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

570

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

239,479

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

238,909

NET RECEIPTS

570

BANK STATEMENT RECONCILIATION:

Beginning Balance

91,994

Receipts

239,479

Disbursements

(265,732)

Reconciled Ending Balance

$65,741

Reported Ending Balance

$65,741

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

980,670

( A )

xxx

PAYROLL NON-OFFICER

178,581,932

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

254,226,556

06

CATERING

24,752,117

03

RECURRING RENT

47,248,945

01

GENERAL PAYABLES

527,888,281

17

INSURANCE

34,309,611

18

LANDING FEES

26,807,364

xxx

OTHER

61,069,545

SUBTOTAL EXCLUDING PAYROLL

976,302,420

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,155,865,022

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

109,527,900

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

67,061,257

b. State income tax w/held

9,398,313

c. State sales or use tax

65,152

d. Other 3

103,007,463

TOTAL TAXES

179,532,185

( E )

NET MONTHLY DISBURSEMENTS

$ 1,225,869,306

Forward to MOR Summary:

Officers Payroll

980,670

( A )

Non-Officer Payroll

178,581,932

( B )

Taxes

179,532,185

( E )

Necessary Operational Disbursements (less intercompany transfers)

866,774,520

(C-D)

$ 1,225,869,306

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

2 Fuel Summary:

UAFC Fuel Disbursements

116,205,885

United Fuel Disbursements

138,020,671

Total Fuel Disbursements

254,226,556

Less: Intercompany Transfers

(98,256,500)

Fuel Disbursements

$ 155,970,056

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																	69,151
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL																	69,151
								GROSS DISBURSEMENTS (tie to bank statement)										69,151
								(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										69,151
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																		980,670
xxx	PAYROLL NON-OFFICER																		177,457,612
04	AVIATION FUEL									(Includes intercompany transfer to UAFC, see below)									138,020,671
06	CATERING																		24,752,117
03	RECURRING RENT																		47,248,945
01	GENERAL PAYABLES																		516,274,630
17	INSURANCE																		34,309,611
18	LANDING FEES																		26,807,364
xxx	OTHER 2																		61,069,545
	SUBTOTAL EXCLUDING PAYROLL																		848,482,884
						GROSS DISBURSEMENTS (tie to bank statement)													1,026,921,165
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
						MyPoints.com, Inc.													-
						Premier Meeting and Travel Services, Inc.													85,103
						Mileage Plus, Inc.													1,300,000
						United Aviation Fuels Corporation													81,985,500
						UAL Loyalty Services, Inc.													9,245,614
						Domicile Management Services, Inc.													238,909
						TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES													92,855,127
						TAXES:
						a. Federal Income Tax and FICA withholdings													66,830,700
						b. State income tax w/held													9,380,257
						c. State sales or use tax													64,537
						d. Other (specify) 3													102,999,424
						TOTAL TAXES													179,274,917
						NET MONTHLY DISBURSEMENTS													$ 1,113,340,956
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															9,281,438
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															9,281,438
						GROSS DISBURSEMENTS (tie to bank statement)										9,281,438
						(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										$ 9,281,438
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

435,991

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,368,797

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,368,797

GROSS DISBURSEMENTS (tie to bank statement)

1,804,788

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

401,763

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

$ 1,403,025

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 November 30, 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																	245,087
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	245,087
								GROSS DISBURSEMENTS (tie to bank statement)										245,087
								(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										323
								d. Other 1										-
								TOTAL TAXES										323
								NET MONTHLY DISBURSEMENTS										$ 245,410
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																	116,205,885
06	CATERING																	-
03	RECURRING RENT																	-
01	GENERAL PAYABLES																	-
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	116,205,885
							GROSS DISBURSEMENTS (tie to bank statement)											116,205,885
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES											16,271,000
							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											$ 99,934,885
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																107,576
17	INSURANCE																-
18	LANDING FEES																-
xxx	OTHER																-
	SUBTOTAL EXCLUDING PAYROLL																107,576
							GROSS DISBURSEMENTS (tie to bank statement)										107,576
							(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										107,576
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																		677,932
04	AVIATION FUEL																		-
06	CATERING																		-
03	RECURRING RENT																		-
01	GENERAL PAYABLES																		286,093
17	INSURANCE																		-
18	LANDING FEES																		-
xxx	OTHER																		-
	SUBTOTAL EXCLUDING PAYROLL																		286,093
									GROSS DISBURSEMENTS (tie to bank statement)										964,025
									(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES										10
									TAXES:
									a. Federal Income Tax and FICA withholdings										230,557
									b. State income tax w/held										18,056
									c. State sales or use tax										14
									d. Other 1										8,039
									TOTAL TAXES										256,665
									NET MONTHLY DISBURSEMENTS										$ 1,220,680
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 November 30, 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 November 30, 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 November 30, 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																	454
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	454
							GROSS DISBURSEMENTS (tie to bank statement)											454
							(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											454
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 

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

 
 
 
 

												BANK
ENTITY:		DOMICILE MGMT SERVICES, INC.										ACCTS:			Citibank #0-157487-016
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:							AMOUNT:
xxx	PAYROLL OFFICER																	-
xxx	PAYROLL NON-OFFICER																	10,397
04	AVIATION FUEL																	-
06	CATERING																	-
03	RECURRING RENT																	-
01	GENERAL PAYABLES																	255,056
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	255,056
								GROSS DISBURSEMENTS (tie to bank statement)										265,453
								(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										279
								d. Other 1										-
								TOTAL TAXES										279
								NET MONTHLY DISBURSEMENTS										$ 265,732
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 November 30, 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
WACHOVIA TRUST COMPANY, N.A.	AIRCRAFT	11/3/03	65,000.00
CORPORATE TRUST SERVICES	AIRCRAFT	11/3/03	110,000.00
US BANK	AIRCRAFT	11/3/03	200,000.00
EXPORT DEVELOPMENT CANADA	FLIGHT SIMULATOR	11/4/03	390,100.74
WILMINGTON TRUST COMPANY	AIRCRAFT	11/7/03	130,000.00
US BANK	AIRCRAFT	11/7/03	4,246,386.43
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/10/03	80,000.00
US BANK	AIRCRAFT	11/10/03	430,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/10/03	700,000.00
IAE	AIRCRAFT	11/10/03	1,620,000.00
AIE VI	AIRCRAFT	11/10/03	3,630,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/13/03	1,212,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/17/03	8,636,000.00
CIT GROUP	AIRCRAFT	11/19/03	440,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	11/24/03	170,000.00
US BANK	AIRCRAFT	11/24/03	425,000.00
US BANK	AIRCRAFT	11/25/03	170,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/25/03	1,667,132.02
US BANK	AIRCRAFT	11/26/03	468,000.00
US BANK	AIRCRAFT	11/28/03	80,000.00
UT FINANCE CORP	AIRCRAFT ENGINE	11/28/03	178,702.01
PK AIR	AGENCY FEES	11/28/03	270,335.58
WILMINGTON TRUST COMPANY	AIRCRAFT	11/28/03	300,000.00
MITSUBISHI TRUST & BANKING CORP.	AIRCRAFT	11/28/03	353,834.82
HELADEFF	AIRCRAFT	11/28/03	1,644,126.67
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	11/28/03	2,340,000.00
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	11/28/03	1,728,875.82
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	11/28/03	5,005,441.06
TOTAL			36,690,935.15

 
 
 
 

SCHEDULE E - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock	$ 91,021.04	$ 91,021.04
	Bain & Company	358,869.20	358,869.20
	Cognizant Associates	23,056.25	23,056.25
	Huron	945,786.54	945,786.54
	KPMG	221,663.50	221,663.50
	Kirkland & Ellis	2,721,455.67	2,721,455.67
	McKinsey & Co	1,000,495.08	1,000,495.08
	Mercer Management Consulting	422,630.26	422,630.26
	Paul Hastings	11,309.09	11,309.09
	Piper Rudnick	5,233.80	5,233.80
	Poorman Douglas	288,211.64	288,211.64
	Rothschild	498,538.24	498,538.24
	Saybrook Capital	271,218.39	271,218.39
	Sonnenschein	984,743.95	984,743.95
	Vedder Price	640,465.78	640,465.78
	Committee of Unsecured Creditors	7,027.34	7,027.34
	Total		$ 8,491,725.77
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 November 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

$922,449,189

$977,727,080

$974,603,869

$3,123,211

Add: sales on account

$1,378,842,938

Less: collections

($1,323,737,876)

Less: Write-offs and Clearing

($2,950,382)

End of month balance

$974,603,869

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$864,215,428

$49,882,248

$14,645,756

$45,860,437

$974,603,869

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

$318,205,000

$345,149,000

$343,282,000

$1,867,000

Add: credit extended

($1,125,540,190)

Less: payments on account

$1,100,463,190

End of month balance

$343,282,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$342,417,070

$362,995

$501,935

$0

$343,282,000

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

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

 
 
 
 

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

 
 
 
 

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

 
 
 
 

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

                                                                                                                                                                          & nbsp;                                                                                                             Exhibit 99.2
 

UNITED                                                                            News Release
 

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

FOR IMMEDIATE RELEASE
 
 

UAL REPORTS NOVEMBER RESULTS

Positive Cash Flow of $2 Million Per Day,
up $9 Million Per Day From Last Year

Mainline Passenger Unit Revenue Improves 14% YOY

Meets DIP Covenant EBITDAR for Tenth Consecutive Month

 
 

CHICAGO, December 23, 2003 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its November Monthly Operating Report (MOR) with the United States Bankruptcy Court, confirming that UAL met the requirements of its debtor-in-possession (DIP) financing for the tenth straight month.

"United's turnaround remains on track. Even with the seasonal downturn in November, cash flow was positive and remained strong at more than $2 million per day," said Jake Brace, United's executive vice president and chief financial officer. "Systemwide passenger unit revenue improvement continued to outpace the industry, and the company increased its cash balance to $2.6 billion. We met the requirements of our DIP covenants and expect to meet them for December as well."

The Company reported net earnings before reorganization expenses of $3 million, including an $81 million gain from the sale of Hotwire, an improvement of more than $500 million compared to November a year ago. Including reorganization expenses and the gain from the sale of Hotwire, the Company reported a net loss for November of $75 million. The majority of reorganization expenses were non-cash items resulting from the rejection of aircraft as the company aligns its fleet with the market. Mainline passenger unit revenue improved 14% year-over-year, well-ahead of the industry average.

UAL generated positive cash flow of about $69 million in November, excluding the proceeds from the sale of Hotwire, or more than $2 million per day. UAL ended November with a cash balance of about $2.6 billion, which included $633 million in restricted cash (filing entities only). As part of its DIP financing agreements, UAL's lenders required the Company to achieve a cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent) of $112 million between December 1, 2002 and November 30, 2003. United's performance exceeded that level.

United and United Express operate more than 3,400 flights a day on a route network that spans the globe. News releases and other information about United may be found at the company's website at www.united.com.

Safe Harbor Statement. Certain information contained in this press release should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect UAL Corporation's current expectations and beliefs with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks and uncertainties relating to the operations and business environments of UAL Corporation and its subsidiaries (collectively, the "company") that may cause the actual results of the company to differ materially from any future results expressed or implied in such forward-looking statements. Such factors include, but are not limited to, the following: the company's ability to continue as a going concern; the company's ability to operate pursuant to the terms of its debtor-in-possession facility; the company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the company's ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 process; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusive period for the company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the potential adverse impact of the Chapter 11 cases on the company's liquidity or results of operations; the cost and availability of financing; the company's ability to execute its business plan; the company's ability to attract, motivate and/or retain key employees; the company's ability to attract and retain customers; demand for transportation in the markets in which the company operates; general economic conditions; the effects of any hostilities or act of war or any terrorist attack; the ability of other air carriers with whom the company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; the cost and availability of aircraft insurance; the cost of aviation fuel; the cost associated with security measures and practices; competitive pressures on pricing (particularly from lower-cost competitors); government legislation and regulation; and other risks and uncertainties set forth from time to time in UAL Corporation's reports to the United States Securities and Exchange Commission. Consequently, the forward-looking statements should not be regarded as representations or warranties by the company that such matters will be realized. The company disclaims any intent or obligation to update or alter any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
 
 

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