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Common Stockholders' Equity and Preferred Securities
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Common Stockholders' Equity and Preferred Securities COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
On April 24, 2020, UAL's Board of Directors terminated its share repurchase program. Under the agreements entered into pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company and its business are subject to certain restrictions, including restrictions on the ability to repurchase UAL's equity securities through September 30, 2022.
During 2021, UAL entered into two Payroll Support Program Extension Agreements (collectively, the "PSP2 and PSP3 Agreements") with U.S. Treasury Department ("Treasury") pursuant to which UAL issued to Treasury warrants to purchase up to approximately 3.5 million shares of UAL common stock (collectively, the "PSP2 and PSP3 Warrants"). The fair value of the PSP2 and PSP3 Warrants was calculated using a Black-Scholes options pricing model, and approximately $99 million was recorded within stockholders' equity with an offset to the CARES Act grant credit. The PSP2 and PSP3 Warrants are exercisable either through net share settlement in cash or in shares of UAL common stock, at UAL's option. The PSP2 and PSP3 Warrants contain customary anti-dilution provisions and registration rights and are freely transferable. Pursuant to the terms of the PSP2 and PSP3 Warrants, warrant holders do not have any voting rights. As of December 31, 2021, the Company had the following warrants outstanding:
Warrant DescriptionNumber of Shares of UAL Common Stock (in millions)Exercise PriceExpiration Dates
PSP1 Warrants (a)4.8 $31.50 4/20/2025—9/30/2025
CARES Act Loan Warrants (b)1.7 31.50 9/28/2025
PSP2 Warrants2.0 43.26 1/15/2026—4/29/2026
PSP3 Warrants1.5 53.92 4/29/2026—6/10/2026
Total10.0 
(a)Warrants issued in fiscal year 2020 in connection with the $1.5 billion 10-year senior unsecured promissory note with Treasury provided under the Payroll Support Program of the CARES Act ("PSP1 Note").
(b)Warrants issued in fiscal year 2020 in connection with the $520 million Loan and Guarantee Agreement, dated as of September 28, 2020, among United, UAL, Treasury and the Bank of New York Mellon, as administrative agent, as amended (the "CARES Act Loan"), which was entered into pursuant to the loan program established pursuant to the CARES Act.
In 2020, UAL entered into an underwriting agreement with Morgan Stanley & Co. LLC and Barclays Capital Inc. relating to the issuance and sale by UAL of approximately 43 million shares of its common stock at a price to the public of $26.50 per share, resulting in total proceeds of approximately $1.1 billion. On June 15, 2020, UAL entered into an equity distribution agreement relating to the issuance and sale from time to time by UAL (the "2020 ATM Offering") of up to 28 million shares of UAL common stock. During 2020, approximately 21 million shares were sold in the 2020 ATM Offering at an average price of $46.70 per share, with net proceeds to the Company totaling approximately $989 million. In 2021, the Company sold the remaining authorized amount of approximately 7 million shares at an average price of $42.98 per share, with net proceeds to the Company of approximately $282 million.
On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such Manager. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million.
At December 31, 2021, approximately 6 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company's incentive compensation plans.
As of December 31, 2021, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.