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:  November 20, 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 November 20, 2003, UAL Corporation filed its monthly operating report for the period October 1, 2003, through October 31, 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 October 1, 2003, through October 31, 2003
	99.2	Press Release

 
 
 
 
 
 

SIGNATURES

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

 

Dated:  November 20, 2003

                             Exhibit 99.1

IN RE:	CHAPTER 11
UAL CORPORATION, ET AL.		CASE NUMBERS : 02-48191 through 02-48218
DEBTORS	Jointly Administered
	Hon. Eugene R. Wedoff
MONTHLY OPERATING REPORT FOR THE PERIOD
OCTOBER 1, 2003 THROUGH OCTOBER 31, 2003
1 The information contained in the Debtors' monthly operating report (the "MOR") is unaudited, is limited to the Debtors and their filing  subsidiaries, is limited to the time period indicated and is presented in a format prescribed by the bankruptcy court. The MOR does not  purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the financial statements  filed by UAL Corporation or United Air Lines, Inc. with the Securities and Exchange Commission. Additionally, while every effort has been  made to assure its accuracy and completeness, errors or omissions may have inadvertently occurred and the Debtors reserve the right to  amend their MOR as necessary.

 
 
 
 
 
 
 
 

MONTHLY OPERATING REPORT FOR THE PERIOD
OCTOBER 1, 2003 THROUGH OCTOBER 31, 2003
DEBTOR'S ADDRESS:	UAL Corporation
	1200 East Algonquin Road
	Elk Grove Township, IL 60007
DEBTOR'S ATTORNEYS:	James H. M. Sprayregen, P.C. (ARDC No. 6190206)
	Marc Kieselstein (ARDC No. 6199255)
	David R. Seligman (ARDC No. 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: 11/21/03	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 OCTOBER 31, 2003
($ amounts in 000's)
		UAL
		CONSOLIDATING
Total operating revenues		1,401,365
Total operating expenses		1,341,650
Earnings (loss) from operations		59,715
Non-operating income (expenses):
Net interest expense		(31,076)
Other income (expenses), net:		(3,892)
Total non-operating income (expenses):		(34,968)
Net Earnings (loss) before Reorganization items		24,747
Reorganization items		(149,219)
Net earnings (loss)		(124,472)

 
 
 
 
 
 
 
 

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 OCTOBER 31, 2003						(Amounts in US dollar $)
BEGINNING BALANCE (ending balance SEPTEMBER 30, 2003 )
Operating Accounts - DOM						$28,552,435
Operating Accounts - INT						$21,052,556
London Overnight Investment Balance						$5,484,600
Liquidity Pool						$1,680,308,369
Restricted Cash 2						$629,799,919
Subsidiaries:
a. Mileage Plus, Inc.						$320,821
b. Premier Meeting and Travel Services, Inc.						$1,033,297
c. MyPoints.com, Inc.						$20,389,950
d. Domicile Management Services, Inc.						$82,689
e. UAL Loyalty Services, Inc.						$2,113,729
f. United Aviation Fuel Corporation						$1,259,814
TOTAL BEGINNING BALANCE						$2,390,398,180
RECEIPTS (Summary of all domestic and international bank accounts):
1. Receipts from operations (net of Intercompany receipts)					$1,533,553,754
2. Other receipts		$45,432,858
TOTAL RECEIPTS	(A)			$1,578,986,612
DISBURSEMENTS (Summary of all accounts):
1. Net payroll 3
a. Officers		$4,005,414
b. Non-Officer		$231,698,883
2. Taxes paid or deposited:
a. Federal Income Tax and FICA withholdings		$99,521,595
b. State income tax w/held		$10,828,401
c. State sales or use tax		$189,199
d. Other 4		$95,564,599
3. Necessary Operational Disbursements 5
a. Operating Disbursements (net of Intercompany disbursements)		$997,977,742
b. Transferred to escrows / restricted cash		$2,768,750
b. Other necessary expenses		$0
TOTAL DISBURSEMENTS	(B)		$1,442,554,583
NET RECEIPTS (Line (A) less Line (B))						$136,432,029
ENDING BALANCE (BEGINNING BALANCE PLUS NET RECEIPTS)						$2,526,830,209
Bank One Overnight Investment Account (month over month change) 6						$6,642,085
TOTAL ENDING BALANCE 7						$2,533,472,295
Check
ENDING BALANCE (as of OCTOBER 31, 2003 )
Operating Accounts - DOM		$47,008,687
Operating Accounts - INT		$28,282,976
London Overnight Investment		$1,017,360
Liquidity Pool		$1,780,035,184
Restricted Cash 2		$650,087,364
Subsidiaries:
Mileage Plus, Inc.		$212,395
Premier Meeting and Travel Services, Inc.		$1,055,385
MyPoints.com, Inc.		$20,381,554
Domicile Management Services, Inc.		$91,994
UAL Loyalty Services, Inc.		$1,779,328
United Aviation Fuel Corporation		$3,520,068
TOTAL ENDING BALANCE		$2,533,472,295
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 information for domestic entities only.
4 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax.
5 Includes certain aircraft financing payments for the month of October (2003). These payments are highlighted in Schedule D of this report.
6 Account used to invest excess funds on a daily basis that are not transferred to liquidity pool.
7 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

1,573,825,953

Domestic Operational Receipts

NON BANK ONE / JP MORGAN CHASE ACTIVITY

3,878,159

International Operational Receipts 2

BEG BALANCE (LESS) ENDING BALANCE

100,228,291

PLUS NET REPATRIATION

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,677,932,404

( A )

Other Non-Operational Receipts 3

SEE FOOTNOTE BELOW

45,432,858

( B )

Less, Non-filing entities

NONE FOR THIS PERIOD

0

GROSS RECEIPTS (tie to bank statements)

1,723,365,261

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

144,378,650

( D )

NET RECEIPTS

$1,578,986,612

Forward to MOR Summary:

Receipts from operations (net of Intercompany receipts)

1,533,553,754

(A-D )

Other receipts

45,432,858

( B )

$1,578,986,612

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 $92,733,446.

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

 
 
 
 
 
 
 
 

						BANK
ENTITY:	LIQUIDITY POOL 1					ACCTS:		Bank One Acct. #51-67795
								(see schedule F for details)
RECEIPT SOURCE		DESCRIPTION									AMOUNT
Domestic Operational Receipts		BANK ONE / JP MORGAN CHASE ACTIVITY									1,396,529,989
Domestic Operational Receipts		NON BANK ONE / JP MORGAN CHASE ACTIVITY									-
											-
											-
											-
Total Non-Bank One Receipts											-
International Operational Receipts		BEG BALANCE (LESS) ENDING BALANCE									$99,963,866
		PLUS NET REPATRIATION
Total Operational Receipts		TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY									1,496,493,855
Other Non-Operational Receipts 2		SEE FOOTNOTE BELOW									$45,398,956
Less, Non-filing entities		NONE FOR THIS PERIOD									-
				GROSS RECEIPTS							1,541,892,811
				UAL							-
				UAL Loyalty Services, Inc.							100,000
				UAL Company Services, Inc.							-
				Confetti Inc.							-
				MyPoints.com, Inc.							444,777
				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.							76,246
				United Aviation Fuels Corporation							24,835,000
				United Cogen, Inc.							-
				Mileage Plus, Inc.							8,228
				United GHS, Inc.							-
				United Worldwide Corporation							-
				United Vacations, Inc.							-
				Four Star Leasing, Inc.							-
				Air Wisconsin Services, Inc.							-
				Air Wisconsin , Inc.							-
				Domicile Management Services, Inc.							-
				(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES							25,464,251
				NET RECEIPTS							$1,516,428,560
1 Includes receipt activity for all filing entities of UAL Corporation (refer to page 4) except those receipts collected by MyPoints.com, Inc., Premier Meeting & Travel Services, Inc. Mileage Plus, Inc., United Aviation Fuels Corporation, UAL Loyalty Services, Inc. and Domicile Management Services, Inc. in operating bank accounts outside of the Liquidity Pool.
3 Includes net activity related to the London overnight investment account, interest income, aircraft and other asset sales, local station bank activity and transfers to restricted cash.

 
 
 
 
 
 
 
 

Fleet Bank # 55157711

Wells Fargo #449-6837055, 10765100

MYPOINTS.COM, INC.

BANK

Silicon Valley Bank #3300066117, 3300042163

ENTITY:

AND SUBSIDIARIES 1

ACCTS:

Silicon Valley Bank #3700276606

(see schedule F for details)

RECEIPT SOURCE

DESCRIPTION

AMOUNT

Domestic Operational Receipts

BANK ONE / JP MORGAN CHASE ACTIVITY

-

Domestic Operational Receipts

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

2,178,159

-

-

-

Total Non-Bank One Receipts

2,178,159

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

2,178,159

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

14,914

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

2,193,073

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

-

NET RECEIPTS

2,193,073

BANK STATEMENT RECONCILIATION:

Beginning Balance

$20,389,950

Receipts

2,193,073

Disbursements

(2,201,469)

Reconciled Ending Balance

$20,381,554

Reported Ending Balance

$20,381,554

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

354,455

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

354,455

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

320

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

354,776

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

88,997

NET RECEIPTS

265,778

BANK STATEMENT RECONCILIATION:

Beginning Balance

$1,033,297

Receipts

354,776

Disbursements

(332,688)

Reconciled Ending Balance

$1,055,385

Reported Ending Balance

$1,055,385

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

1,700,000

-

-

-

Total Non-Bank One Receipts

1,700,000

International Operational Receipts

BEG BALANCE (LESS) ENDING BALANCE

-

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

1,700,000

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

14,172

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

1,714,172

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

1,700,000

NET RECEIPTS

14,172

BANK STATEMENT RECONCILIATION:

Beginning Balance

$320,821

Receipts

1,714,172

Disbursements

(1,822,598)

Reconciled Ending Balance

$212,395

Reported Ending Balance

$212,395

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

169,990,533

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

169,990,533

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)

169,990,533

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

109,910,000

(Provide detail above)

NET RECEIPTS

60,080,533

BANK STATEMENT RECONCILIATION:

Beginning Balance

1,259,814

Receipts

169,990,533

Disbursements

(167,730,279)

Reconciled Ending Balance

$3,520,068

Reported Ending Balance

$3,520,068

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

6,950,976

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

6,950,976

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)

6,950,976

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

6,950,976

NET RECEIPTS

-

BANK STATEMENT RECONCILIATION:

Beginning Balance

$2,113,729

Receipts

6,950,976

Disbursements

(7,285,377)

Reconciled Ending Balance

$1,779,328

Reported Ending Balance

$1,779,328

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

264,425

Total Operational Receipts

TOTAL DOMESTIC AND INTERNATIONAL ACTIVITY

264,425

Other Non-Operational Receipts

INCLUDES INTEREST INCOME, PROCEEDS OF ASSET SALES, etc.

4,496

Less, Non-filing entities

NONE FOR THIS PERIOD

-

GROSS RECEIPTS (tie to bank statement)

268,921

(MINUS) TRANSFERS FROM OTHER ACCOUNTS / ENTITIES

264,425

NET RECEIPTS

4,496

BANK STATEMENT RECONCILIATION:

Beginning Balance

82,689

Receipts

268,921

Disbursements

(259,616)

Reconciled Ending Balance

$91,994

Reported Ending Balance

$91,994

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

4,005,414

( A )

xxx

PAYROLL NON-OFFICER

231,698,883

( B )

04

AVIATION FUEL 2

(SEE FUEL SUMMARY BELOW)

351,674,025

06

CATERING

26,350,183

03

RECURRING RENT

39,880,813

01

GENERAL PAYABLES

588,642,089

17

INSURANCE

64,295,687

18

LANDING FEES

23,325,799

xxx

OTHER

48,187,796

SUBTOTAL EXCLUDING PAYROLL

1,142,356,391

( C )

GROSS DISBURSEMENTS (tie to bank statement)

1,378,060,688

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

144,378,650

( D )

TAXES:

a. Federal Income Tax and FICA withholdings

99,521,595

b. State income tax w/held

10,828,401

c. State sales or use tax

189,199

d. Other 3

95,564,599

TOTAL TAXES

206,103,794

( E )

NET MONTHLY DISBURSEMENTS

$ 1,439,785,833

Forward to MOR Summary:

Officers Payroll

4,005,414

( A )

Non-Officer Payroll

231,698,883

( B )

Taxes

206,103,794

( E )

Necessary Operational Disbursements (less intercompany transfers)

997,977,742

(C-D)

$ 1,439,785,833

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

2 Fuel Summary:

UAFC Fuel Disbursements

167,730,279

United Fuel Disbursements

183,943,746

Total Fuel Disbursements

351,674,025

Less: Intercompany Transfers

(134,745,000)

Fuel Disbursements

$ 216,929,025

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														47,820
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER
	SUBTOTAL EXCLUDING PAYROLL														47,820
						GROSS DISBURSEMENTS (tie to bank statement)									47,820
						(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									47,820
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																			4,005,414
xxx	PAYROLL NON-OFFICER																			230,484,607
04	AVIATION FUEL						(Includes intercompany transfer to UAFC, see below)													183,943,746
06	CATERING																			26,350,183
03	RECURRING RENT																			39,880,813
01	GENERAL PAYABLES																			580,078,907
17	INSURANCE																			64,295,687
18	LANDING FEES																			23,325,799
xxx	OTHER 2																			48,187,796
	SUBTOTAL EXCLUDING PAYROLL																			966,062,931
							GROSS DISBURSEMENTS (tie to bank statement)													1,200,552,952
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES
							MyPoints.com, Inc.													-
							Premier Meeting and Travel Services, Inc.													88,997
							Mileage Plus, Inc.													1,700,000
							United Aviation Fuels Corporation													109,910,000
							UAL Loyalty Services, Inc.													6,950,976
							Domicile Management Services, Inc.													264,425
							TOTAL TRANSFERS TO OTHER ACCOUNTS / ENTITIES													118,914,398
							TAXES:
							a. Federal Income Tax and FICA withholdings													99,289,826
							b. State income tax w/held													10,809,559
							c. State sales or use tax													188,842
							d. Other (specify) 3													93,377,160
							TOTAL TAXES													203,665,387
							NET MONTHLY DISBURSEMENTS												$ 1,285,303,940
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.

 
 
 
 
 
 
 
 

ENTITY:			UAL LOYALTY SERVICES, INC 1						BANK ACCTS:			BANK ONE ACCT. 11-01955, 11-02250, 10-61639, 11-33545
												(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:							AMOUNT:
xxx	PAYROLL OFFICER										Payroll disbursed through United Airlines							-
xxx	PAYROLL NON-OFFICER																	-
04	AVIATION FUEL																	-
06	CATERING																	-
03	RECURRING RENT																	-
01	GENERAL PAYABLES																	5,209,377
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	5,209,377
						GROSS DISBURSEMENTS (tie to bank statement)												5,209,377
						(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES												100,000
						TAXES:
						a. Federal Income Tax and FICA withholdings												-
						b. State income tax w/held												-
						c. State sales or use tax												-
						d. Other 2												2,076,000
						TOTAL TAXES												2,076,000
						NET MONTHLY DISBURSEMENTS											$ 7,185,377
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

481,364

04

AVIATION FUEL

-

06

CATERING

-

03

RECURRING RENT

-

01

GENERAL PAYABLES

1,720,105

17

INSURANCE

-

18

LANDING FEES

-

xxx

OTHER

-

SUBTOTAL EXCLUDING PAYROLL

1,720,105

GROSS DISBURSEMENTS (tie to bank statement)

2,201,469

(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES

444,777

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

$ 1,756,692

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 October 31, 2003.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
 
 
 
 

			PREMIER MEETING AND TRAVEL								BANK
ENTITY:			SERVICES, INC.								ACCTS:	Bank One 5578531
												(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:					AMOUNT:
xxx	PAYROLL OFFICER										Payroll disbursed through United Airlines					-
xxx	PAYROLL NON-OFFICER															-
04	AVIATION FUEL															-
06	CATERING															-
03	RECURRING RENT															-
01	GENERAL PAYABLES															332,688
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															332,688
							GROSS DISBURSEMENTS (tie to bank statement)									332,688
							(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES									76,246
							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								$ 256,442
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																		167,730,279
06	CATERING																			-
03	RECURRING RENT																			-
01	GENERAL PAYABLES																			-
17	INSURANCE																			-
18	LANDING FEES																			-
xxx	OTHER																			-
	SUBTOTAL EXCLUDING PAYROLL																	167,730,279
								GROSS DISBURSEMENTS (tie to bank statement)										167,730,279
								(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES												24,835,000
								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									$ 142,895,279
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															265,325
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															265,325
								GROSS DISBURSEMENTS (tie to bank statement)								265,325
								(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								265,325
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																		725,709
04	AVIATION FUEL																		-
06	CATERING																		-
03	RECURRING RENT																		-
01	GENERAL PAYABLES																		734,838
17	INSURANCE																		-
18	LANDING FEES																		-
xxx	OTHER																		-
	SUBTOTAL EXCLUDING PAYROLL																		734,838
									GROSS DISBURSEMENTS (tie to bank statement)										1,460,547
									(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES										8,228
									TAXES:
									a. Federal Income Tax and FICA withholdings										231,769
									b. State income tax w/held										18,842
									c. State sales or use tax										-
									d. Other 1										111,439
									TOTAL TAXES										362,050
									NET MONTHLY DISBURSEMENTS									$ 1,814,369
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 October 31, 2003.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
 
 
 
 

											BANK
ENTITY:			UNITED VACATIONS, INC. 1								ACCTS:	List Accounts per attached list
												(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:					AMOUNT:
xxx	PAYROLL OFFICER															-
xxx	PAYROLL NON-OFFICER															-
04	AVIATION FUEL															-
06	CATERING															-
03	RECURRING RENT															-
01	GENERAL PAYABLES															-
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															-
								GROSS DISBURSEMENTS (tie to bank statement)								-
								(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
								TAXES:
								a. Federal Income Tax and FICA withholdings								-
								b. State income tax w/held								-
								c. State sales or use tax								-
								d. Other 2								-
								TOTAL TAXES								-
								NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended October 31, 2003.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.