United Airlines 2014 Annual Report Download - page 22
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Table of Contents
The issuance of additional shares of UAL’s capital stock, including the issuance of common stock upon conversion of convertible notes, would cause
dilution to the interests of its existing stockholders.
UAL’s amended and restated certificate of incorporation authorizes up to one billion shares of common stock. In certain circumstances, UAL can issue shares
of common stock without stockholder approval. In addition, the Board of Directors is authorized to issue up to 250 million shares of preferred stock, without
par value, without any action on the part of UAL’s stockholders. The Board of Directors also has the power, without stockholder approval, to set the terms of
any series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over UAL’s common stock
with respect to dividends or if UAL liquidates, dissolves or winds up its business and other terms. If UAL issues preferred stock in the future that has a
preference over its common stock with respect to the payment of dividends or upon its liquidation, dissolution or winding up, or if UAL issues preferred stock
with voting rights that dilute the voting power of its common stock, the rights of holders of its common stock or the market price of its common stock could
be adversely affected.
The Company is also authorized to issue, without stockholder approval, other securities convertible into either preferred stock or, in certain circumstances,
common stock. The number of shares issued could be significant and such an issuance could cause significant dilution to the interests of its existing
stockholders. In addition, if UAL elects to pay the repurchase price in cash, its liquidity could be adversely affected.
In the future, UAL may decide to raise additional capital through offerings of UAL common stock, securities convertible into UAL common stock, or exercise
rights to acquire these securities or its common stock. The issuance of additional shares of common stock, including upon the conversion or repurchase of
convertible debt, could result in significant dilution of existing stockholders’ equity interests in UAL. Issuances of substantial amounts of its common stock,
or the perception that such issuances could occur, may adversely affect prevailing market prices for UAL’s common stock and UAL cannot predict the effect
this dilution may have on the price of its common stock.
None.
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