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.

 
 
 
 
 
 
 
 

											BANK
ENTITY:			FOUR STAR LEASING, INC. 1								ACCTS:	List Accounts per attached list
												(see schedule F for details)
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:					AMOUNT:
xxx	PAYROLL OFFICER															-
xxx	PAYROLL NON-OFFICER															-
04	AVIATION FUEL															-
06	CATERING															-
03	RECURRING RENT															-
01	GENERAL PAYABLES															-
17	INSURANCE															-
18	LANDING FEES															-
xxx	OTHER															-
	SUBTOTAL EXCLUDING PAYROLL															-
								GROSS DISBURSEMENTS (tie to bank statement)								-
								(MINUS )TRANSFERS TO OTHER ACCOUNTS / ENTITIES								-
								TAXES:
								a. Federal Income Tax and FICA withholdings								-
								b. State income tax w/held								-
								c. State sales or use tax								-
								d. Other 2								-
								TOTAL TAXES								-
								NET MONTHLY DISBURSEMENTS								-
1 Approximated from Income Statement for the month ended 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:			AIR WISCONSIN, INC. 1							ACCTS:	See Schedule F for Details
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):										NOTES:					AMOUNT:
xxx	PAYROLL OFFICER														-
xxx	PAYROLL NON-OFFICER														-
04	AVIATION FUEL														-
06	CATERING														-
03	RECURRING RENT														-
01	GENERAL PAYABLES														972
17	INSURANCE														-
18	LANDING FEES														-
xxx	OTHER														-
	SUBTOTAL EXCLUDING PAYROLL														972
							GROSS DISBURSEMENTS (tie to bank statement)								972
							(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								972
1 Disbursement activity conducted through United Airlines, Inc.
2 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax and quarterly payments made to the INS, US Custom Fees and Department of Agriculture.

 
 
 
 
 
 
 
 

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

 
 
 
 
 
 
 
 

												BANK
ENTITY:				DOMICILE MGMT SERVICES, INC.								ACCTS:		Citibank #0-157487-016
BY APO DISBURSEMENT TYPE
(based on Cleared Check Date):											NOTES:							AMOUNT:
xxx	PAYROLL OFFICER																	-
xxx	PAYROLL NON-OFFICER																	7,203
04	AVIATION FUEL																	-
06	CATERING																	-
03	RECURRING RENT																	-
01	GENERAL PAYABLES																	252,056
17	INSURANCE																	-
18	LANDING FEES																	-
xxx	OTHER																	-
	SUBTOTAL EXCLUDING PAYROLL																	252,056
								GROSS DISBURSEMENTS (tie to bank statement)										259,259
								(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										357
								d. Other 1										-
								TOTAL TAXES										357
								NET MONTHLY DISBURSEMENTS									$ 259,616
1 Includes US Federal fuel tax, transportation tax, transportation security fees, personal property tax, excise tax, liquor tax, unemployment tax, state & city tax, quarterly payments made to the INS, and US Custom Fees and Department of Agriculture.

 
 
 
 
 
 
 
 

SCHEDULE A and B - Payments to Insiders and Insurance

Insurance

The undersigned verifies that, to the best of my knowledge, all insurance premiums for the policies held by all legal entities of UAL Corporation have been paid to the proper insurance company or broker when due, and that all insurance policies are in force as of October 31, 2003.

Signature

Print Name and Title

Date

Insider Payments

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

Signature

Print Name and Title

Date

 
 
 
 
 
 
 
 
 
 
 
 
 

SCHEDULE C - Description of Tax Trusts

Escrow Accounts

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

Escrow Fund

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

The components of the Escrow fund:

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

w Federal air transportation excise taxes;

w Federal security charges;

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

w Federal Immigration and Naturalization Service (INS) fees;

w Federal customs fees;

w State and local income tax withholding;

w Disability taxes;

w Passenger facility charges ("PFC");

w State sales and use taxes;

w Federal and state fuel taxes

 
 
 
 
 
 
 
 

SCHEDULE D - Payments to Secured Creditors and Lessors
Name of Creditor or Lessor	Type	Date Regular Payment is Due	Amount of Regular Payment	Check # of Payments	Number of Payments Delinquent*	Amount of Payments * Delinquent
CORPORATE TRUST SERVICES	AIRCRAFT	10/1/03	110,000.00
US BANK	AIRCRAFT	10/1/03	200,000.00
SMBC	AIRCRAFT	10/1/03	270.00
JP MORGAN CHASE BANK	AIRCRAFT	10/2/03	440,000.00
Wachovia Trust Company, NA	AIRCRAFT	10/2/03	65,000.00
US BANK	AIRCRAFT	10/3/03	42,094,320.48
JP MORGAN CHASE BANK	AIRCRAFT	10/7/03	440,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	10/7/03	130,000.00
IAE	AIRCRAFT	10/8/03	1,620,000.00
US BANK	AIRCRAFT	10/8/03	300,000.00
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/8/03	80,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	10/8/03	700,000.00
AIE VI	AIRCRAFT	10/9/03	3,630,000.00
US BANK	AIRCRAFT	10/9/03	300,000.00
SOCIETE GENERALE	AIRCRAFT	10/15/03	3,145,937.58
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/15/03	5,000,000.00
IAM RETRO PAYMENT (Secured Portion Only)	N/A	10/15/03	63,273,533.55
US BANK	AIRCRAFT	10/23/03	425,000.00
WILMINGTON TRUST COMPANY	AIRCRAFT	10/23/03	170,000.00
PK AIR	AGENCY FEE	10/28/03	242,841.01
CORPORATE TRUST SERVICES	AIRCRAFT	10/28/03	4,396,026.19
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/29/03	4,454,018.79
PK AIR	AGENCY FEE	10/29/03	271,978.90
WILMINGTON TRUST COMPANY	AIRCRAFT	10/29/03	85,000.00
CREDIT LYONNAIS TOKYO	AIRCRAFT	10/30/03	2,763,346.87
PHILIP MORRIS CAPITAL CORPORATION	AIRCRAFT	10/31/03	2,340,000.00
SOCIETE GENERALE	AIRCRAFT	10/31/03	214,666.67
US BANK	AIRCRAFT	10/31/03	23,251,635.66
WELLS FARGO BANK NORTHWEST, N.A.	AIRCRAFT	10/31/03	17,132,255.58
WESTDEUTSCHE LANDESBANK GIROZCENTRALE	AIRCRAFT	10/31/03	1,628,656.02
WILMINGTON TRUST COMPANY	AIRCRAFT	10/31/03	215,000.00
UT FINANCE CORP	AIRCRAFT	10/31/03	179,729.05
TOTAL			169,484,686.08

 
 
 
 
 
 
 
 

SCHEDULE E - Professional Payments 1
	PROFESSIONAL GROUP	MONTH AMOUNT AUTHORIZED	MONTH AMOUNT PAID
	Babcock	315,000.00	315,000.00
	Bain & Company	535,606.97	535,606.97
	Cognizant Associates	35,563.06	35,563.06
	Huron	799,701.10	799,701.10
	KPMG	659,875.50	659,875.50
	Kirkland & Ellis	2,255,514.02	2,255,514.02
	Mercer Management Consulting	575,259.63	575,259.63
	Paul Hastings	7,691.17	7,691.17
	Piper Rudnick	36,647.97	36,647.97
	Poorman Douglas	608,162.78	608,162.78
	Rothschild	90,000.00	90,000.00
	Saybrook Capital	192,977.64	192,977.64
	Sonnenschein	928,965.82	928,965.82
	Vedder Price	609,767.50	609,767.50
	Committee of Unsecured Creditors	9,156.79	9,156.79
	Total		7,659,889.95
1	Professionals, for the purpose of this report, are defined as those who have filed a Professional Retention with the Federal Bankruptcy Court and whom are subject to the Interim Compensation Motion. All professional fees and expenses incurred in October have been accrued and reported on the Debtor's Balance Sheet. In instances in which fee applications have been received and the associated payments have been made, the accrual has been adjusted and the actual activity has been reflected in the Debtor's Accounts Payable.

 
 
 
 
 
 
 
 

SCHEDULE F - Accounts Receivable and Accounts Payable Schedule

STATEMENT OF AGED RECEIVABLES

Tie -out

Consol.

Filed

Non-Filed

A/R

Entities

Entities

Beginning of month balance1

$1,020,828,921

$948,645,100

$945,661,624

$2,983,476

Add: sales on account

$1,548,103,516

Less: collections

($1,613,526,851)

Less: Write-offs and Clearing

($9,743,962)

End of month balance

$945,661,624

0 - 30 Days2

31 - 60 Days2

61 - 90 Days2

Over 90 Days2

End of Month Total

$831,236,567

$44,446,096

$24,587,202

$45,391,758

$945,661,624

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

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

STATEMENT OF ACCOUNTS PAYABLE (POST PETITION)

Consolidated Filing Entities

Tie -out

Consol.

Filed

Non-Filed

A/P

Entities

Entities

Beginning of month balance 1

$333,420,000

$320,090,000

$318,205,000

$1,885,000

Add: credit extended

$1,261,148,111

Less: payments on account

($1,276,363,111)

End of month balance

$318,205,000

0 - 30 Days

31 - 60 Days 2

61 - 90 Days 2

Over 90 Days 2

End of Month Total

$317,653,528

$118,514

$432,958

$0

$318,205,000

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

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

 
 
 
 

SCHEDULE G - - Bank Accounts and Financial Institution Relationships
The Debtors' businesses and financial affairs require the collection, disbursement and movement of funds through numerous bank accounts. In addition to the 177 domestic bank accounts, the Debtor operates 106 accounts in approximately 47 countries around the world.
A list of the Debtor's bank accounts is detailed below:
(*denotes new account for this monthly operating report as compared to prior monthly operating report)
DOMESTIC BANK ACCOUNTS
Financial Institution		Account Location		Acct #
1ST SOURCE BANK		South Bend, IN		n/a
AMSOUTH BANK		Birmingham, AL		n/a
AMSOUTH BANK		Knoxville, TN		n/a
ASSOCIATED BANK -WI		Madison, WI		n/a
BANK OF AMERICA		North Charleston, SC		n/a
BANK OF AMERICA		Baltimore, MD		n/a
BANK OF AMERICA		Savannah, GA		n/a
BANK OF AMERICA		Greenville, SC		n/a
BANK OF AMERICA		Richmond, VA		n/a
BANK OF AMERICA		Greensboro, NC		n/a
BANK OF AMERICA		Wichita, KS		n/a
BANK OF AMERICA		Springfield, MO		n/a
BANK OF AMERICA		Kansas City, MO		n/a
BANK OF AMERICA		Portland, OR		n/a
BANK OF AMERICA		Austin, TX		n/a
BANK OF AMERICA		San Antonio, TX		n/a
BANK OF AMERICA		San Francisco, CA		n/a
BANK OF AMERICA		San Francisco, CA		n/a
BANK OF AMERICA		San Francisco, CA		n/a
BANK OF AMERICA		San Francisco, CA		n/a
BANK OF AMERICA CALIF PZ		San Francisco, CA		n/a
Bank of America PZ-CA		DeKalb, Ga		n/a
BANK OF AMERICA SFOTK		San Francisco, CA		n/a
BANK OF AMERICA -SILVER WINGS		San Francisco, CA		n/a
BANK OF AMERICA WASHINGTON		Seattle, WA		n/a
BANK OF HAWAII		Honolulu, HI		n/a
BANK OF ILLINOIS (Air Wisconsin)		Normal, IL		n/a
BANK OF NEW YORK		New York, NY		n/a
BANK OF NEW YORK		White Plains, NY		n/a
BANK OF OKLAHOMA		Tulsa, OK		n/a
BANK OF THE WEST		San Jose, Ca		n/a
BANK ONE		Chicago, IL (Miami Cluster)		n/a
BANK ONE		Grand Rapids, MI		n/a
BANK ONE (Tickets By Mail)		Detroit, MI		n/a
BANK ONE		Detroit, MI		n/a
BANK ONE		Lexington, KY		n/a
BANK ONE		Chicago, IL		n/a
BANK ONE (AirWisconsin)		Traverse City, MI		n/a
BANK ONE (CAFETERIA)		Chicago, IL		n/a
BANK ONE		Chicago, IL		n/a
BANK ONE		Chicago, IL		n/a
BANK ONE		Chicago, IL		n/a
BANK ONE		Chicago, IL		n/a
BANK ONE INDIANAPOLIS		Indianapolis, IN		n/a
BANK ONE OF OKLAHOMA		Oklahoma City, OK		n/a
CANADIAN IMPERIAL		Toronto, Ontario Canada		n/a
CANANDAIGUA NAT BANK & TRUST		Pittsford, NY		n/a
CAPITAL CITY BANK & TRUST CO		Atlanta, Ga		n/a
CAPITAL SAVINGS BANK		El Paso, TX		n/a
Charter One Bank		Binghamton, NY		n/a
CHASE BANK		New York, NY		n/a
CHASE MANHATTAN BANK (FirstBank)		St. Thomas, USVI		n/a
CHASE MANHATTAN BANK		New York, NY (LGA)		n/a
CHITTENDEN TRUST CO		Burlington, VT		n/a
CITIBANK		New York, NY		n/a
CITIBANK		New York, NY		n/a
CITIBANK (EMP WELFARE)		New York, NY		n/a
CITIBANK, N.A.		Jamaica, NY (JFK)		n/a
City National Bank		Charleston, WV		n/a
COMERICA		Detroit, MI		n/a
COMERICA (AirWisconsin)		Lansing, MI		n/a
COMMUNITY BANK OF COLORADO CO		Gunnison, CO		n/a
FIFTH THIRD BANK		Florence, KY		n/a
FIFTH THIRD BANK		Kalamazoo, MI		n/a
FIRST BANK OF AVON		Avon, CO		n/a
FIRST CITIZENS BANK		Raleigh, NC		n/a
FIRST CITIZENS BK-RALEIGH		Charlotte, NC		n/a
FIRST HAWAIIAN BANK		Honolulu, HI		n/a
FIRST MIDWEST BANK		Moline, IL		n/a
FIRST NATIONAL BANK OF ROCKIES		Hayden, CO		n/a
FIRST UNION		Philadelphia, PA		n/a
FIRST UNION BANK		Allentown, PA		n/a
FIRST UNION BANK		Roanoke, VA		n/a
FIRST UNION BANK		Newark, NJ		n/a
FIRST UNION BANK		Newark, NJ		n/a
FIRSTAR BANK		Cedar Rapids, IA		n/a
FIRSTAR BANK		St. Louis, MO		n/a
FIRSTAR, N.A.		Cleveland, OH		n/a
FLEET		Boston, MA		n/a
FLEET BANK		Manchester, NH		n/a
FLEET NATIONAL BANK		Providence, RI		n/a
FREELAND STATE BANK		Freeland, MI		n/a
FVB COLONIAL		Richmond, VA		n/a
HARRIS BANK		Chicago, IL		n/a
HSBC		Buffalo, NY		n/a
JACKSON STATE BANK-WY		Jackson Hole, WY		n/a
JP MORGAN CHASE		New York, NY		n/a
JP MORGAN CHASE		New York, NY		n/a
KEY BANK		Newburgh, NY		n/a
KEY BANK		Dayton, OH		n/a
KEY BANK OF CENTRAL N.Y.		Syracuse, NY		n/a
KEY BANK OF EASTERN N.Y.		Albany, NY		n/a
M & I BANK		Milwaukee, WI		n/a
M & I BANK FOX VALLEY		Appleton, WI		n/a
M & I BANK OF MOSINEE		Mosinee, WI		n/a
M & I MARSHALL & ILSLEY		Green Bay, WI		n/a
M & T BANK		Middletown, PA		n/a
MONTROSE BANK CO		Montrose, CO		n/a
NATIONAL CITY		Columbus, OH		n/a
NATIONAL CITY BANK		Pittsburgh, PA		n/a
NATIONAL CITY BANK OF INDIANA		Fort Wayne, IN		n/a
NATIONAL CITY BANK OF MI/IL		Peoria, IL		n/a
NATIONAL CITY BANK OF MI/IL (AW)		Springfield, IL		n/a
NORTHERN TRUST		Chicago, IL		n/a
NORTHERN TRUST		Chicago, IL		n/a
NORTHERN TRUST BANK (WHQ Deposits)		Chicago, IL		n/a
NORTHERN TRUST CO 15 & 16		Chicago, IL		n/a
NORTHERN TRUST CONTROL ACCT		Chicago, IL		n/a
NORTHERN TRUST FIELD REFUNDS		Chicago, IL		n/a
NORTHERN TRUST LOCAL DISB		Chicago, IL		n/a
PEOPLES HERITAGE		Portland, ME		n/a
PNC Bank		Avoca, PA		n/a
PNC Bank		State College, PA		n/a
RIGGS NATIONAL		Washington, DC		n/a
SUN TRUST		Washington, DC		n/a
SUN TRUST BANK		Nashville, TN		n/a
SUN TRUST BANK		Orlando, FL		n/a
THE NORTHERN TRUST		Chicago, IL		n/a
TIDEWATER BANK		Norfolk, VA		n/a
U.S. BANK OF MINNESOTA		Medford, OR		n/a
UNION BANK OF CALIFORNIA		San Diego, CA		n/a
UNIZAN BANK		North Canton, OH		n/a
US Bank		Fargo, ND		n/a
US BANK		Aspen, CO		n/a
US BANK		Rapid City, SD (Mileage Plus)		n/a
US BANK (HELENA, MONTANA)		Billings, MT		n/a
US BANK (MINNESOTA)		Lincoln, NE		n/a
US BANK (MINNESOTA)		Seattle, WA		n/a
WACHOVIA		Chicago, IL		n/a
Wachovia Bank & Trust		Charlottesville, VA		n/a
Wachovia Bank & Trust		Cayce, SC		n/a
WACHOVIA BK & TRST 230 OPER		Chicago, IL		n/a
WACHOVIA BK & TRST 231 PZ		Chicago, IL		n/a
WACHOVIA: "MPI"		Chicago, IL		n/a
WACHOVIA: "OFFICERS"		Chicago, IL		n/a
WACHOVIA: "PREMIER"		Chicago, IL		n/a
WEBSTER BANK		Hartford, CT		n/a
WELLS FARGO		Portland, OR		n/a
WELLS FARGO		Los Angeles, CA		n/a
WELLS FARGO		Seattle, WA		n/a
WELLS FARGO		Grapevine, TX		n/a
WELLS FARGO		Anchorage, AK		n/a
WELLS FARGO BANK		Phoenix, AZ		n/a
WELLS FARGO BANK		Houston, TX		n/a
WELLS FARGO BANK IOWA		Des Moines, IA		n/a
WELLS FARGO BANK N. DAKOTA		Bismarck, ND		n/a
WELLS FARGO BANK S. DAKOTA		Rapid City, SD		n/a
WELLS FARGO BANK WEST		Denver, CO		n/a
WELLS FARGO BANK WEST		Ignacio, Colorado		n/a
WELLS FARGO BANK WEST		Colorado Springs, CO		n/a
WELLS FARGO BANK, N.A.		Boise, ID		n/a
WELLS FARGO BANK, NA		Las Vegas, NV		n/a
WELLS FARGO BANK-NE		Omaha, NE		n/a
WELLS FARGO-LAS VEGAS		Las Vegas, NV		n/a
WELLS FARGO-MINNESOTA		Minneapolis, MN		n/a
WELLS FARGO-NEW MEXICO		Albuquerque, NM		n/a
WELLS FARGO-SOUTH DAKOTA		Sioux Falls, SD		n/a
WESTAMERICA BANK		Suisun, CA		n/a
WHITNEY NATIONAL		New Orleans, LA		n/a
ZIONS BANK:AW		Salt Lake City, UT		n/a

 
 
 
 
 
 
 
 

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

 
 
 
 
 
 
 
 

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

  UNITED                                                                       News Release
 

Worldwide Communications:

Media Relations Office: 847.700.5538
Evenings/Weekends: 847.700.4088

FOR IMMEDIATE RELEASE

UAL REPORTS STRONG OCTOBER RESULTS,
GENERATES $25 MILLION NET INCOME,
Excluding Reorganization Expenses

$60 Million Monthly Operating Income, Positive Cash Flow of $7 Million Per Day Meets DIP Covenant EBITDAR for Ninth Consecutive Month

Unit Revenue Improves 9% YOY

Reiterates Position on Pension Funding

          CHICAGO, November 20, 2003 - UAL Corporation (OTCBB: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed its October Monthly Operating Report (MOR) with the United States Bankruptcy Court. The Company reported a net income for October of $25 million, excluding reorganization expenses of $149 million. The majority of reorganization expenses were non-cash items resulting from the rejection of aircraft as the company aligns its fleet to the market. Operating profit for the month was $60 million. This is an improvement of about $300 million compared to October one year ago. Positive cash flow during the month was $7 million per day, excluding a quarterly retroactive wage payment to International Association of Machinists members of $63 million. UAL met the requirements of its debtor-in-possession (DIP) financing for the ninth straight month.

          "What these results point to is that United's restructuring has established a foundation for success -- it is back in the game, competing," said Glenn F. Tilton, chairman, president and chief executive officer. "We still have work to do, but United's steady progress shows that we are creating an airline that will be profitable and sustainable for the long term."

          "Month after month, United continues to generate solid financial results," said Jake Brace, United's executive vice president and chief financial officer. "Cash flow remains strong, and we ended the month with a cash balance of $2.5 billion. UAL's systemwide passenger unit revenue was up 9% year-over-year - - well ahead of the industry average. We met the requirements of our DIP covenants and expect to meet them for November as well."

          UAL generated positive cash flow of about $206 million, excluding a quarterly retroactive wage payment to International Association of Machinists members of $63 million. UAL ended October with a cash balance of about $2.5 billion, which included $650 million in restricted cash (filing entities only). As part of its DIP financing agreements, UAL's lenders required the Company to achieve a cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent) of $46 million between December 1, 2002 and October 31, 2003.

          "United employees once again delivered strong operational performance in spite of the challenges presented by the wildfires in California and the increase in load factor over last year," said Pete McDonald, executive vice president - Operations. "Systemwide, 77 percent of United flights departed exactly on time. On-time arrivals within 14 minutes was 86.2 percent."

          Separately, in response to a New York Times article from November 20, 2003, regarding pensions, Brace stated, "Some people are trying to confuse our situation. The facts are that we can fund our pension obligations on the standard, non-accelerated timetable; we intend to continue to fund our pension obligations; and we do not want to shift this burden to the Pension Benefit Guaranty Corporation (PBGC) and the American taxpayer.

          "The only issue we have is the significantly accelerated pension funding schedule currently mandated. United, along with many other companies, supports the efforts in Congress to modify this accelerated timeline and smooth out pension contributions in the short term. This would enable companies to protect the pension benefits of millions of American workers and retirees for the future. We are emphatically not seeking government aid or asking the government to take over our obligations."

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

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

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