SECURITIES AND EXCHANGE COMMISSION

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report:  May 28, 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 9.            Regulation FD Disclosure

UAL Corporation filed its monthly operating report for the period April 1, 2003, through April 30, 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.

 

Item 7.             Financial Statements and Exhibits.

(c) Exhibits          Description

    1. Monthly Operating Report of UAL Corporation for the period April 1, 2003, through April 30, 2003
    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/ Francesca M. Maher__________

Name:

Francesca M. Maher

Title:

Senior Vice President,

 

General Counsel and Secretary

 

 

 

 

Dated:  May 28, 2003

IN RE:                                                                                                                           Exhibit 99.1
IN RE:
CHAPTER 11
UAL CORPORATION, ET AL.
CASE NUMBERS : 02-48191 through 02-48218
DEBTORS
Jointly Administered
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
APRIL 1, 2003 THROUGH APRIL 30, 2003 1
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.
 
 
 
Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
APRIL 1, 2003 THROUGH APRIL 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. 0238064)
Steven R. Kotarba (ARDC No. 6245278)
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: 5/28/03 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 August 15, 2003)
C. Statements of Consolidated Cash Flows (Form 10Q to be filed by August 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 APRIL 30, 2003
($ amounts in 000's)
UAL
CONSOLIDATING
Total operating revenues
1,037,549 
Total operating expenses
1,334,362 
Earnings (loss) from operations
(296,813)
Non-operating income (expenses):
Net interest expense
(42,002)
Reorganization items
(26,848)
Other income (expenses), net:
(9,221)
Special charges
Total non-operating income (expenses):
(78,071)
Earnings (loss) before income taxes
(374,884)
Total tax provision (credit)
Net earnings (loss)
(374,884)
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 APRIL 30, 2003
(Amounts in US dollar $)
BEGINNING BALANCE (ending balance February 28th 2003) 
Operating Accounts - DOM
$22,417,105
Operating Accounts - INT 
$15,344,494 
London Overnight Investment Balance 2
$2,371,050 
Liquidity Pool
$851,462,786 
Restricted Cash 3
$633,027,806 
Subsidiaries:
a. Mileage Plus, Inc.
$395,654 
b. Premier Meeting and Travel Services, Inc.
$589,214 
c. MyPoints.com, Inc.
$22,934,091 
d. Domicile Management Services, Inc.
$232,641 
e. UAL Loyalty Services, Inc.
$1,654,810 
f. United Aviation Fuel Corporation
$1,057,766 
TOTAL BEGINNING BALANCE 
$1,551,487,418 
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)
$1,180,932,408 
2. Debtor -In-Possession Financing
$0 
3. Other receipts
$384,161,316 
TOTAL RECEIPTS (A)
$1,565,093,724 
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 4
a. Officers
$661,841 
b. Non-Officer 
$257,113,167 
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings
$111,378,268 
b. State income tax w/held
$14,232,256 
c. State sales or use tax
$177,856 
d. Other 5
$100,882,961 
3. Necessary Operational Disbursements6
a. Operating Disbursements (net of Intercompany disbursements)
$932,824,067 
b. Transferred to escrows / restricted cash
c. Other necessary expenses
$0 
TOTAL DISBURSEMENTS  (B)
$1,417,270,415 
NET RECEIPTS (Line (A) less Line (B))
$147,823,310 
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)
$1,699,310,728 
Bank One Overnight Investment Account (month over month change) 7
$4,751,989 
TOTAL ENDING BALANCE8
$1,704,062,717 
Check
ENDING BALANCE (as of March 31st)
Operating Accounts - DOM
$20,223,061 
Operating Accounts - INT
$15,903,768 
London Overnight Investment
$2,794,225 
Liquidity Pool
$988,372,161 
Restricted Cash 3
$650,957,662 
Subsidiaries:
Mileage Plus, Inc.
$238,807 
Premier Meeting and Travel Services, Inc.
$505,209 
MyPoints.com, Inc.
$22,374,519 
Domicile Management Services, Inc.
$199,477 
UAL Loyalty Services, Inc.
$909,779 
United Aviation Fuel Corporation
$1,584,048 
TOTAL ENDING BALANCE
$1,704,062,717 
1 See Page 4 for a list of the 28 filing entities.
2 Adjustment to London Overnight Investment Balance 
March 31st ending balance
$948,947 
Add: Change in balance due to foreign exchange rate adjustment 
$1,422,103 
April 1st beginning balance ( 1,500,000 GBP * 1.5807 US/GBP)
$2,371,050 
3 Restricted cash does not include $200 million held in a Tax Trust Escrow nor restricted cash amounts associated with any
non-filing entities. See Schedule C of this report for a description of the Tax Trust Escrow.
4 Includes information for domestic entities only.
5 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
6 Includes certain aircraft financing payments for the month of April (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
1,287,027,702 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
4,206,399 
International Operational Receipts 2
BEG BALANCE (LESS) ENDING BALANCE 
36,855,644 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,328,089,745 
( A )
Debtor-In-Possession Financing
( B )
Other Non-Operational Receipts 3
SEE FOOTNOTE BELOW
384,161,316 
( C )
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statements)
1,712,251,061 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
147,157,337 
( D )
NET RECEIPTS
$1,565,093,724 
Forward to MOR Summary:
Receipts from operations (net of Intercompany receipts)
1,180,932,408 
(A-D )
Debtor - -In-Possession Financing
( B )
Other receipts
384,161,316 
( C )
$1,565,093,724 
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 $36,021,871.
3 Includes net activity related to the London overnight investment account, interest income, aircraft sales, local station bank activity,
a refund of Debtor-In-Possession underwriting fees and transfers to restricted cash.

 
BANK
ENTITY: LIQUIDITY POOL ACCTS: Bank One Acct. #51-67795
(see schedule F for details)
RECEIPT SOURCE
DESCRIPTION
AMOUNT
Domestic Operational Receipts
BANK ONE / JP MORGAN CHASE ACTIVITY
1,096,928,966 
Domestic Operational Receipts
NON BANK ONE / JP MORGAN CHASE ACTIVITY
Total Non-Bank One Receipts
International Operational Receipts 1
BEG BALANCE (LESS) ENDING BALANCE 
$36,581,145 
PLUS NET REPATRIATION
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
1,133,510,112 
Debtor-In-Possession Financing
Other Non-Operational Receipts 2
SEE FOOTNOTE BELOW
$384,128,293 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS 
1,517,638,404 
UAL
UAL Loyalty Services, Inc.
200,000 
UAL Company Services, Inc.
Confetti Inc.
MyPoints.com, Inc.
1,758,648 
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.
61,030 
United Aviation Fuels Corporation 
43,730,000 
United Cogen, Inc.
Mileage Plus, Inc.
4,377 
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
45,754,055 
NET RECEIPTS
$1,471,884,350 
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 sales, local station bank activity,
transfers to restricted cash, and an IRS refund of approximately $365 million.
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)
2,606,399 
Total Non-Bank One Receipts
2,606,399 
International Operational Receipts 
BEG BALANCE (LESS) ENDING BALANCE
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
2,606,399 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
17,341 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
2,623,740 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
NET RECEIPTS
$2,623,740 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$22,934,091 
Receipts
2,623,740 
Disbursments
(3,183,312)
Reconciled Ending Balance
$22,374,519 
Reported Ending Balance
$22,374,519 
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
276,644 
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
276,644 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
465 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
277,110 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
NET RECEIPTS
$277,110 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$589,214 
Receipts
277,110 
Disbursments
(361,115)
Reconciled Ending Balance
$505,209 
Reported Ending Balance
$505,209 
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.
15,923 
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
1,615,923 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
1,600,000 
NET RECEIPTS
$15,923 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$395,654 
Receipts
1,615,923 
Disbursments
(1,772,770)
Reconciled Ending Balance
$238,807
Reported Ending Balance
$238,807 
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
182,729,993 
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
182,729,993 
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)
182,729,993 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
92,480,000 
(Provide detail above)
NET RECEIPTS
$90,249,993 
BANK STATEMENT RECONCILIATION:
Beginning Balance
1,057,766 
Receipts
182,729,993 
Disbursments
(182,203,711)
Reconciled Ending Balance
$1,584,048 
Reported Ending Balance
$1,584,048 
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
7,092,098 
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
7,092,098 
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)
7,092,098 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
7,048,783 
NET RECEIPTS
$43,315 
BANK STATEMENT RECONCILIATION:
Beginning Balance
$1,654,810 
Receipts
7,092,098 
Disbursments
(7,837,129)
Reconciled Ending Balance
$909,779 
Reported Ending Balance
$909,779 
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
274,499 
Total Operational Receipts
TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY
274,499 
Other Non-Operational Receipts
INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.
(706)
Less, Non-filing entities
NONE FOR THIS PERIOD
GROSS RECEIPTS (tie to bank statement)
273,793 
(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES
274,499 
NET RECEIPTS
($706)
BANK STATEMENT RECONCILIATION:
Beginning Balance 
232,641 
Receipts
273,793 
Disbursments 
(306,957)
Reconciled Ending Balance
$199,477 
Reported Ending Balance 
$199,477 
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
661,841 
( A ) 
xxx PAYROLL NON-OFFICER
257,113,167 
( B ) 
04 AVIATION FUEL 2 (SEE FUEL SUMMARY BELOW)
341,126,420 
06 CATERING
27,428,679 
03 RECURRING RENT
43,785,016 
01 GENERAL PAYABLES
509,903,750 
17 INSURANCE
67,720,739 
18 LANDING FEES
21,803,619 
xxx OTHER
68,213,181 
SUBTOTAL EXCLUDING PAYROLL
1,079,981,404 
( C ) 
GROSS DISBURSEMENTS (tie to bank statement)
1,337,756,411 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
147,157,337 
( D ) 
TAXES:
a. Federal Income Tax and FICA withholdings
111,378,268 
b. State income tax w/held
14,232,256 
c. State sales or use tax
177,856 
d. Other 3
100,882,961 
TOTAL TAXES
226,671,340 
( E ) 
NET MONTHLY DISBURSEMENTS
$ 1,417,270,415 
Forward to MOR Summary:
Officers Payroll
661,841 
( A ) 
Non-Officer Payroll
257,113,167 
( B ) 
Taxes
226,671,340 
( E ) 
Necessary Operational Disbursements (less intercompany transfers)
932,824,067 
(C-D) 
$ 1,417,270,415 
1 Includes disbursement activity for all filing entities of UAL Corporation (refer to page 4).
2 Fuel Summary:
UAFC Fuel Disbursements
182,203,711 
United Fuel Disbursements
158,922,709 
Total Fuel Disbursements
341,126,420 
Less: Intercompany Transfers
(136,210,000)
Fuel Disbursements
$ 204,916,420 
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
102,561 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
102,561 
GROSS DISBURSEMENTS (tie to bank statement)
102,561 
(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
102,561 
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
661,841 

 
xxx PAYROLL NON-OFFICER
255,916,600 
04 AVIATION FUEL (Includes intercompany transfer to UAFC, see below)
158,922,709 
06 CATERING
27,428,679 
03 RECURRING RENT
43,785,016 
01 GENERAL PAYABLES
500,445,739 
17 INSURANCE
67,720,739 
18 LANDING FEES
21,803,619 
xxx OTHER 2
68,213,181 
SUBTOTAL EXCLUDING PAYROLL
888,319,682 
GROSS DISBURSEMENTS (tie to bank statement)
1,144,898,122 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
MyPoints.com, Inc.
-
Premier Meeting and Travel Services, Inc.
Mileage Plus, Inc.
1,600,000 
United Aviation Fuels Corporation
92,480,000 
UAL Loyalty Services, Inc.
7,048,783 
Domicile Management Services, Inc.
274,499 
TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES
101,403,282 
TAXES:
a. Federal Income Tax and FICA withholdings
111,137,293 
b. State income tax w/held
14,203,360 
c. State sales or use tax
177,530 
d. Other (specify) 3
97,868,035 
TOTAL TAXES
223,386,217 
NET MONTHLY DISBURSEMENTS
$ 1,266,881,057 
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 fess, 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 PAYABLES3
4,832,589 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
4,832,589 
GROSS DISBURSEMENTS (tie to bank statement)
4,832,589 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
200,000 
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
3,004,540 
TOTAL TAXES
3,004,540 
NET MONTHLY DISBURSEMENTS
$ 7,637,129 
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.
3 General Payables include the following:
Exec. Mailing Service (postage)
646,170 
Get There (united.com Booking)
475,992 

 
 
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 fess, 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 fess, 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
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
430,594 
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
2,752,718 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
2,752,718 
GROSS DISBURSEMENTS (tie to bank statement)
3,183,312 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
1,758,648 
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
$ 1,424,664 
1 Includes disbursement activity for Cybergold, Inc., iTarget.com, Inc., MyPoints Offline Services, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: CYBERGOLD, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES: AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: iTARGET.COM, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES: AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
Fleet Bank # 55157711
Wells Fargo #449-6837055, 10765100
BANK Silicon Valley Bank #3300066117, 3300042163
ENTITY: MYPOINTS OFFLINE SERVICES, INC. 1 ACCTS: Silicon Valley Bank #3700276606
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES: AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through MyPoints.com, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.
BANK
ENTITY: UAL BENEFITS MANAGEMENT, INC.1 ACCTS: List Accounts per attached list
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES: AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, 
state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
BANK
ENTITY: UNITED BIZJET HOLDINGS, INC. ACCTS: Bank One #10-96072
(see schedule F for details)
BY APO DISBURSEMENT TYPE 
(based on Cleared Check Date): NOTES: AMOUNT: 
xxx PAYROLL OFFICER
xxx PAYROLL NON-OFFICER
04 AVIATION FUEL
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
GROSS DISBURSEMENTS (tie to bank statement)
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
TAXES:
a. Federal Income Tax and FICA withholdings
b. State income tax w/held
c. State sales or use tax
d. Other 2
TOTAL TAXES
NET MONTHLY DISBURSEMENTS
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 April 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 PAYABLES2
361,115 
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
361,115 
GROSS DISBURSEMENTS (tie to bank statement)
361,115 
(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
61,030 
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
$ 300,085 
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.
2 General Payables include the following:
Holland American Cruise Line
$71,685
Art Institute
$41,325
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
182,203,711 
06 CATERING
03 RECURRING RENT
01 GENERAL PAYABLES
17 INSURANCE
18 LANDING FEES
xxx OTHER
SUBTOTAL EXCLUDING PAYROLL
182,203,711 
GROSS DISBURSEMENTS (tie to bank statement)
182,203,711