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United Airlines Pilot Directed Account Plan Benefits Administration – WHQHR United Air Lines, Inc

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United Airlines Pilot Directed Account Plan Benefits Administration – WHQHR United Air Lines, Inc Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-06033 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: United Airlines Pilot Directed Account Plan Benefits Administration – WHQHR United Air Lines, Inc. P.O. Box 66100 Chicago, IL 60666 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: UAL Corporation 77 W. Wacker Drive Chicago, Illinois 60601 (312) 997-8000 Table of Contents UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 3 Notes to Financial Statements as of December 31, 2007 and 2006, and for the Year Ended December 31, 2007 4–12 SUPPLEMENTAL SCHEDULES Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Acquired and Disposed of Within the Plan Year) for the year Ended December 31, 2007 13 Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2007 23 SIGNATURE EXHIBIT The following exhibit is filed herewith: Exhibit 23 Consent of Independent Registered Public Accounting Firm NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Participants of the United Airlines Pilot Directed Account Plan We have audited the accompanying statements of net assets available for benefits of the United Airlines Pilot Directed Account Plan (the “Plan”), as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets (acquired and disposed of within the plan year) for the year ended December 31, 2007 and (2) assets (held at end of year) as of December 31, 2007, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Chicago, Illinois June 27, 2008 - 1 - Table of Contents UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2007 AND 2006 (In millions) 2007 2006 ASSETS: Participant-directed investments: Cash and cash equivalents (Note 3) $ 723 $ 619 Equity securities (Note 3) 1,952 1,792 Asset-backed securities 23 21 Corporate and international bonds 127 92 Government securities and other fixed income instruments (Note 3) 109 119 Other 41 20 Securities on loan (Note 3) 209 223 Total investments 3,184 2,886 Contribution receivable: Employer contribution 3 15 Accrued income—net 7 4 Collateral received for securities loaned (Note 3) 215 229 Total assets 3,409 3,134 LIABILITIES: Pending trade payables—net (54) (58) Excess contributions payable — (21) Obligation for collateral received for securities loaned (Note 3) (216) (229) Total liabilities (270) (308) NET ASSETS AVAILABLE FOR BENEFITS $3,139 $2,826 See notes to financial statements. - 2 - Table of Contents UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2007 (In millions) ADDITIONS: Contributions: Employer contributions $ 273 Participant contributions 11 Rollover contributions (Note 1) 2 Total contributions 286 Investment income: Income from securities lending 1 Net appreciation in fair value of investments 134 Dividends 33 Interest 52 Net investment income 220 Total additions 506 DEDUCTIONS: Benefits paid to participants (179) Administrative expenses (14) Total deductions (193) INCREASE IN NET ASSETS 313 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,826 End of year $3,139 See notes to financial statements. - 3 - Table of Contents UNITED AIRLINES PILOT DIRECTED ACCOUNT PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 AND 2006, AND FOR THE YEAR ENDED DECEMBER 31, 2007 1. DESCRIPTION OF PLAN The following description of the United Airlines Pilot Directed Account Plan (the “Plan”) is for general information purposes only. Participants should refer to the Plan document for more complete information. General and Plan Participants—The Plan is a defined contribution plan covering all employees of United Air Lines, Inc. (“United” or the “Company”) who are represented by the Air Line Pilots Association, International (“ALPA”). United pilots are eligible to become participants in the Plan on their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Trustee and Record Keeper—The Russell Trust Company (“Russell” or “Trustee”) serves as Plan Trustee. Per the United Airlines, Inc. Pilots’ Directed Account Plan Trust Agreement, Russell is responsible for many aspects of the trust, including administration and the management and custody of all Plan assets. As approved by the Retirement and Welfare Administration Committee appointed by the Board of Directors of the Company, Russell has hired The Northern Trust Company to serve as sub-custodian of the Plan and Hewitt & Associates to serve as the subagent performing the participant recordkeeping functions. Equity Distribution—On February 1, 2006, UAL Corporation (“UAL”) and United emerged from bankruptcy protection. The Bankruptcy Court’s approval of the Company’s Plan of Reorganization provided employees with shares of new stock in UAL upon exit from bankruptcy. The distribution for employees is in direct proportion to the labor savings of each employee group provided during the bankruptcy reorganization process. For eligible pilots, approximately 5% of the ALPA shares were allocated to pilots on furlough status with the remainder allocated to active pilots on a seniority-based formula. UAL shares were deposited directly into the Plan to the extent allowable under section 415(c) of the Internal Revenue Code. Any additional equity beyond these limits was distributed in the form of cash. An equity distribution of $184,272 occurred on April 27, 2007 related to the 2006 Plan year, and is included in Employer contribution receivable in the Statement of Net Assets Available for Benefits at December 31, 2006. Additional distributions occurred on November 8, 2007 for $9,109,389 and are included in Employer contributions in the Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007. Some pilots opted to have United sell their claim to these shares in advance of United’s emergence from bankruptcy. The cash proceeds from this sale were distributed in the same manner as the shares distribution which included contributions to the Plan. Convertible Notes Distribution—The Bankruptcy Court’s approval of the Plan of Reorganization provided that UAL convertible notes be issued to eligible employees to partially offset the retirement benefits that active employees lost when United’s defined benefit pension plans were terminated. For ALPA, eligible employees include those who were on the United Pilots’ System Seniority list as of January 1, 2005. - 4 - Table of Contents In ALPA’s case, $550 million face amount of convertible notes were sold and a portion of the proceeds were distributed to eligible participants to the extent allowable under section 415(c) of the Internal Revenue Code.
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